Compass Minerals International Inc 8-K, filed Dec 19, 2023
Compass Minerals International Inc (CMP)
8-K
2023-12-19
For: 2023-12-18
View Original
Added on
April 10, 2026
About this 8-K
Compass Minerals International Inc filed this 8-K on December 19, 2023, reporting on events of December 18, 2023.
Items reported
- Item 5.02: Director or officer change, or executive pay
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 18 , 2023
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(Address of principal executive offices)
(913 ) 344-9200
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b)(c) Effective December 18, 2023, Compass Minerals International, Inc. (the “Company”) appointed Jeffrey Cathey as Chief Accounting Officer. Teresa Cook, the former Chief Accounting Officer, will continue to be employed by the Company in an interim role as Vice President, Finance and Accounting prior to her retirement planned for May 2024.
Prior to joining Compass Minerals, Mr. Cathey spent 10 years at Crestwood Equity Partners LP in positions of growing responsibility within various business segments, including senior vice president, controller and principal accounting officer; vice president, operational controller; and assistant controller. He started his career as a senior audit associate with Ernst & Young LLP and was assistant controller at Shamrock Trading Corporation.
The Company entered into a letter agreement, signed November 29, 2023, with Mr. Cathey (the “Offer Letter”), establishing his compensation as Chief Accounting Officer. Pursuant to the Offer Letter, Mr. Cathey’s base salary will be $350,000 per year. Mr. Cathey’s targeted cash bonus under the Company’s Management Annual Incentive Program will be calculated at 50% of his base salary, with any bonus payments dependent on the Company’s pre-established performance goals. Mr. Cathey will also be eligible to receive equity awards as part of the Company’s Long-Term Incentive Program, with a target equity award value of 70% of his annual base salary. On his start date, he will receive an equity award of restricted stock units valued at $250,000, which will vest ratably over three years. The Offer Letter provides that Mr. Cathey’s employment with the Company is at-will.
The foregoing description of the Offer Letter is qualified in its entirety by reference to the full text of the Offer Letter, which is attached as Exhibit 10.1 and incorporated by reference herein.
There is no arrangement or understanding between Mr. Cathey and any other person pursuant to which Mr. Cathey was appointed as Chief Accounting Officer. Furthermore, there are no transactions between Mr. Cathey (or any member of his immediate family) and the Company (or any of its subsidiaries) that would be required to be reported under Item 404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Exhibit Description | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
COMPASS MINERALS INTERNATIONAL, INC. | ||||||||
Date: December 19, 2023 | By: | /s/ Lorin Crenshaw | ||||||
Name: Lorin Crenshaw | ||||||||
Title: Chief Financial Officer | ||||||||
Exhibit 10.1
November 27, 2023
Jeffrey Cathey
3505 W. 85th St.
Leawood, KS 66206
Dear Jeffrey,
I am pleased to confirm that Compass Minerals (CMP) wishes to invite you to join our team by making you this offer of employment. If you accept this offer, your title will be Chief Accounting Officer with an anticipated start date of January 2, 2024, or an earlier date mutually agreed upon. This position will be located at our Overland Park, Kansas location.
The Chief Accounting Officer role is a full-time exempt position. Your annual gross starting base salary will be $350,000.
In addition to your base salary, you will be eligible to participate in CMP’s performance-based Management Annual Incentive Program (MAIP) with a target bonus equal to 50% of your base salary ($175,000), prorated from your start date for the fiscal 2024 performance year.
You will also be eligible to participate in CMP’s Long Term Incentive Program (LTIP). For your position, the LTIP target is 70% of your base salary ($245,000). You will begin to receive the full value of your LTIP award during the fiscal 2025 annual LTIP grant, in October 2024, where such awards will be granted in accordance with the plan in place at the time of grant.
As an inducement to accept this offer of employment, you will receive additional one-time grant of RSUs valued at $250,000 on your start date. These RSUs will vest one-third on the first anniversary of the grant date with the remaining shares vesting in accordance with the fiscal 2024 annual LTIP RSU grant.
Enclosed you will find a benefit packet to familiarize you with benefits that are available to you and your family once you join CMP. In addition, you will be entitled to an annual physical which you can schedule through CMP.
You will be eligible for four weeks (20 days) of paid vacation, annually, which will be prorated from your start date.
If you accept this role, you will also be required to sign a Restrictive Covenant Agreement, along with other standard employment documents applicable to other CMP employees. We have enclosed the Restrictive Covenant Agreement for your review.
This offer of employment is conditional upon successful approval of this offer of employment (including but not limited to all compensation components outlined in this letter) by the Compensation Committee of CMP’s Board of Directors, the verification of a satisfactory background investigation and reference checks, verification of your authorization to work in the U.S., satisfactorily passing a drug screen, and the execution of the Restrictive Covenant Agreement.
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The Immigration and Control Act of 1986 requires employers to verify that every new hire is either a U.S. citizen or eligible to be employed in this country. We are required to examine and will copy any one of the following: US passport, certification of U.S. citizenship or naturalization, a valid foreign passport authorizing U.S. employment, a resident alien card containing employment, a resident alien card containing employment authorization, or other document designated by the Immigration and Naturalization Service.
Alternatively, verification can be accomplished by providing two forms of documentation one which established identity and one which establishes employment eligibility. Examples of documents which show employment eligibility are a Social Security card or birth certificate; and examples of documents which show proof of identity are a driver’s license or other state-issued card, which contain a photograph or other identifying information. The above documentation must be presented prior to commencing employment. Please bring the appropriate items on your start date.
Please sign a copy of this letter, acknowledging your acceptance and anticipated employment date and return by November 30, 2023.
I look forward to you joining Compass Minerals.
Sincerely,
| /s/ Lorin Crenshaw | ||
| Lorin Crenshaw | ||
| Chief Financial Officer | ||
This document is not an employment contract. Employment is at will and can be separated by either party at any time. Please indicate your understanding and acceptance of the terms and conditions outlined in this letter and your acceptance of this employment offer by signing and dating this page where indicated below.
| /s/ Jeffrey Cathey | 11/29/2023 | Employment date: TBD | ||||||||||||
| Jeffrey Cathey | Date | |||||||||||||
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