Americold Realty Trust 8-K, filed Jan 26, 2026
Americold Realty Trust (COLD)
About this 8-K
Americold Realty Trust filed this 8-K on January 26, 2026.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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.
Chief Financial Officer Transition
On January 26, 2026, Americold Realty Trust, Inc. (the “Company”) announced that the Board of Directors (the “Board”) of the Company appointed Christopher Papa as the Company’s next Executive Vice President and Chief Financial Officer, effective February 23, 2026.
Mr. Papa, age 60, served as Executive Vice President and Chief Financial Officer of CenterPoint Properties, from August 2020 to January 2026, where he led financial operations, reporting, information technology, and human resources. Mr. Papa also serves on the Board of Directors of Veris Residential, Inc. From June 2016 to February 2020, Mr. Papa served as Executive Vice President & Chief Financial Officer of Liberty Property Trust. From December 2003 to May 2016, Mr. Papa served as Executive Vice President & Chief Financial Officer of Post Properties, Inc. Earlier in his career, he spent 15 years in public accounting with BDO Seidman LLP and Arthur Andersen LLP, advising multifamily and commercial real estate clients on audit, tax, and complex transactions including mergers, acquisitions, and public offerings. Mr. Papa is a Certified Public Accountant and received his Bachelor of Science in Accounting from Clemson University.
In connection with his appointment, Mr. Papa accepted an offer letter dated January 7, 2026 (the “Offer Letter”) pursuant to which he will serve as Executive Vice President and Chief Financial Officer beginning on February 23, 2026. Mr. Papa will receive the following key compensation and benefits:
| • | an initial annual base salary of $650,000; |
| • | annual incentive compensation opportunity for meeting stated performance goals targeted at 100% of his base salary; |
| • | eligibility to participate in the Company’s 2017 Equity Incentive Plan at such times and in such amounts as the Company’s Compensation Committee shall determine in its sole discretion; |
| • | on his start date, a one-time, time-based Restricted Stock Unit (or OP Profits Units) grant with a value of $2,500,000, which will vest in two installments on the first and second anniversaries from the grant date; |
| • | aligned with the Company’s regular annual grant cycle, Mr. Papa will receive an award with a targeted value of $1,700,000 in the form of a combination of time-based and performance-based restricted stock units or OP Profits Units, at Mr. Papa’s option; and |
| • | a one-time lump sum bonus in the amount of $500,000, minus applicable taxes and deductions, to be paid 30-days after Mr. Papa’s start date. |
The foregoing summary of the Offer Letter is not complete and is qualified in its entirety by the Offer Letter, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Mr. Papa will be eligible to participate in the Company’s standard health and welfare benefit plans and will be covered by the Company’s Executive Severance Benefit Plan, as amended, a copy of which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.
There are no family relationships between Mr. Papa and any Company director or executive officer and no arrangements or understandings between Mr. Papa and any other person pursuant to which he was selected as an officer. Mr. Papa is not a party to any current or proposed transaction with the Company for which disclosure is required under Item 404(a) of Regulation S-K.
On January 26, 2026, the Company announced that the Board appointed Scott Henderson, the Company’s current Chief Investment Officer, as Interim Chief Financial Officer, effective January 26, 2026. In connection with this appointment, Mr. Henderson will continue in his role as the Chief Investment Officer and assume the duties of the Company’s Chief Financial Officer until Mr. Papa begins or until his earlier resignation or removal. The compensatory and other material terms of Mr. Henderson’s employment with the Company remain unchanged in connection with the foregoing.
Mr. Henderson, age 48, has served as the Company’s Executive Vice President and Chief Investment Officer since March 2023, after serving as Senior Vice President, Capital Markets, Treasury and Investor Relations since joining the Company in 2018. Mr. Henderson is responsible for leading Americold’s investment and other capital allocation initiatives. He has deep experience in capital allocation, balance sheet management, investor relations, and strategic planning. Mr. Henderson has more than 19 years of experience in the REIT and real estate industry, including with DDR Corp., STAG Industrial and REIT finance at Citizens Bank. Mr. Henderson holds a BSBA from Washington University in St. Louis and an MBA from Columbia Business School.
There are no family relationships between Mr. Henderson and any Company director or executive officer, and no arrangements or understandings between Mr. Henderson and any other person pursuant to which he was selected as an officer. Mr. Henderson is not a party to any current or proposed transaction with the Company for which disclosure is required under Item 404(a) of Regulation S-K.
On January 26, 2026, Jay Wells departed the Company. Mr. Wells’ separation is not related to any disagreement with the Company on any matter relating to its accounting practices, financial statements, internal controls or operations. In connection with his separation, Mr. Wells will receive certain termination benefits consistent with an involuntary termination without cause, as described in further detail in the Offer Letter, dated December 27, 2023, by and between Americold Logistics, LLC and Jay Wells filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 3, 2024 and the Company’s Executive Severance Benefits Plan, as amended, and attached here to as Exhibit 10.2, subject to his execution and non-revocation of a general release of claims and compliance with post-termination restrictive covenants.
Item 7.01 Regulation FD Disclosure
The Company issued a press release on January 26, 2026, relating to the announcement described in Item 5.02 and reaffirming its full-year 2025 AFFO per share financial guidance as communicated in its third quarter earnings release dated November 6, 2025, and reaffirmed on December 9, 2025. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The foregoing information and Exhibit 99.1 is furnished pursuant to Item 7.01, “Regulation FD.” The information in Item 7.01 of this Current Report on Form 8-K (this “Current Report”) and the exhibit furnished therewith shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, regardless of any general incorporation language in such filing.
Forward-Looking Statements
This Current Report contains statements about future events and expectations that constitute forward-looking statements. Forward-looking statements are based on our beliefs, assumptions and expectations of our future financial and operating performance and growth plans, taking into account the information currently available to us. These statements are not statements of historical fact. Forward-looking statements involve risks and uncertainties that may cause our actual results to differ materially from the expectations of future results we express or imply in any forward-looking statements, and you should not place undue reliance on such statements. Factors that could contribute to these differences include the following: failure to execute on growth strategies and opportunities, rising inflationary pressures, increased interest rates and operating costs; national, international, regional and local economic conditions, including impacts and uncertainty from trade disputes and tariffs on goods imported to the United States and goods exported to other countries; periods of economic slowdown or recession; labor and power costs; labor shortages; our relationship with our associates, the occurrence of any work stoppages or any disputes under our collective bargaining agreements and employment related litigation; the impact of supply chain disruptions; risks related to rising construction costs; risks related to expansions of existing properties and developments of new properties, including failure to meet budgeted or stabilized returns within expected time frames, or at all, in respect thereof; uncertainty of revenues, given the nature of our customer contracts; acquisition risks, including the failure to identify or complete attractive acquisitions or failure to realize the intended benefits from our recent acquisitions; difficulties in expanding our operations into new markets and products; uncertainties and risks related to public health crises; a failure of our information technology systems, systems conversions and integrations, cybersecurity attacks or a breach of our information security systems, networks or processes; risks related to implementation of the new ERP system; risks related to defaults or non-renewals of significant customer contracts; risks related to privacy and data security concerns, and data collection and transfer restrictions and related foreign regulations; changes in applicable governmental regulations and tax legislation; risks related to current and potential international operations and properties; actions by our competitors and their increasing ability to compete with us; changes in foreign currency exchange rates; the potential liabilities, costs and regulatory impacts associated with our in-house trucking services and the potential disruptions associated with our use of third-party trucking service providers for transportation services to our customers; liabilities as a result of our participation in multi-employer pension plans; risks related to the partial ownership of properties, including our JV investments; risks related to natural disasters; adverse economic or real estate developments in our geographic markets or the temperature-controlled warehouse industry; changes in real estate and zoning laws and increases in real property tax rates; general economic conditions; risks associated with the ownership of real estate generally and temperature-controlled warehouses in particular; possible environmental liabilities; uninsured losses or losses in excess of our insurance coverage; financial market fluctuations; our failure to obtain necessary outside financing on attractive terms, or at all; risks related to, or restrictions contained in, our debt financings; decreased storage rates or increased vacancy rates; the potential dilutive effect of our common stock offerings, including our ongoing at the market program; the cost and time requirements as a result of our operation as a publicly traded REIT; and our failure to maintain our status as a REIT.
Words such as “anticipates,” “believes,” “continues,” “estimates,” “expects,” “goal,” “objectives,” “intends,” “may,” “opportunity,” “plans,” “potential,” “near-term,” “long-term,” “projections,” “assumptions,” “projects,” “guidance,” “forecasts,” “outlook,” “target,” “trends,” “should,” “could,” “would,” “will” and similar expressions are intended to identify such forward-looking statements, although not all forward-looking statements may contain such words. Examples of forward-looking statements included in this press release include, but are not limited to, those regarding our 2025 full-year financial outlook, our management changes, including the potential impact of such management changes, and our growth strategy. We qualify any forward-looking statements entirely by these cautionary factors. Other risks, uncertainties and factors, including those discussed under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, and other reports filed with the Securities and Exchange Commission, could cause our actual results to differ materially from those projected in any forward-looking statements we make. We assume no obligation to update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future except to the extent required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1 | Offer Letter by and between Americold Logistics, LLC and Christopher Papa dated January 7, 2026 | |
| 10.2 | Americold Logistics, LLC Executive Severance Plan, as amended, dated December 9, 2024 | |
| 99.1 | Press Release dated January 26, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: January 26, 2026
| Americold Realty Trust, Inc. | ||||
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By: | /s/ Nathan H. Harwell | ||
| Name: Nathan H. Harwell | ||||
| Title: EVP, Chief Legal and People Officer | ||||
Exhibit 10.1
January 7, 2026
Christopher Papa
Delivered via email
Dear Chris,
It is my pleasure to submit to you this employment offer with Americold. We believe you bring the breadth and depth of experience that will support solid growth for our company. Based on your position within our company, the following offer provisions should be attractive and can be summarized within these points:
| • | The position being offered is Executive Vice President & Chief Financial Officer, effective on a date to be mutually agreed to by you and the Company. |
| • | You will report to our Chief Executive Officer, Rob Chambers, and be based out of the Atlanta office. You will be offered relocation in accordance with our relocation policy that will be provided to you separately. |
| • | The annual base salary for this position is $650,000.00, which on a bi-weekly basis is $25,000. |
| • | The annual incentive compensation opportunity for meeting stated performance goals is targeted at 100% of your base salary, prorated based on your start date for the first year, and paid in accordance with the terms of the Annual Incentive Plan (“AIP”). |
| • | You will be eligible to participate in the Americold Realty Trust 2017 Equity Incentive Plan (the “Plan”) in such amounts and at such times as the Compensation Committee of the Board of Directors shall determine at its sole discretion. All awards will be subject to the terms and conditions of the Plan. Subject to the final approval of the Compensation Committee and Board of Directors, the terms of the Plan and associated grant documentation: |
| • | On your start date, you would receive a one-time, time-based Restricted Stock Unit (or OP Profits Units) grant with a value of $2,500,000, which will vest in two installments: 50% on the first anniversary from the grant date, and 50% on the second anniversary from the grant date. In the event your Termination of Service occurs because of a Termination of Service by the Company without Cause or a Termination of Service by the Participant for Good Reason (as such term is defined in the Americold Executive Severance Benefits Plan) prior to this one-time award being fully vested, this award will remain eligible to vest on the regularly scheduled vesting dates. |
| • | It is anticipated that your 2026 annual grant (typically awarded in March), which includes a combination of time-based and performance-based Restricted Stock Units (or OP Profits Units), will have a target value of $1,700,000. |
| • | Additionally, you will be eligible for Retirement under our Plan if you have continued to serve as EVP & Chief Financial Officer until your third anniversary from your start date. |
| • | A one-time lump sum bonus will be provided in the amount of $500,000, minus applicable taxes and deductions, to be paid 30-days after your start date. Should you voluntarily leave the Company or are terminated for Cause within one year of your start date, you will be responsible for reimbursing the Company in full for said payment. |
10 Glenlake Parkway | Suite 600, South Tower | Atlanta, GA 30328 | USA | p. +1.678.441.1400 | f. +1.678.441.6824 | www.americold.com
| • | You will be provided with a competitive benefit plan which includes paid medical/dental/vision for you and your dependents through our Executive Health program. Additionally, we offer life insurance, disability, 401(k) and other benefits. Your healthcare benefits coverage will be effective the first (1st) day of the month following your start date. |
| • | You will be eligible for 25 days Paid Time Off per calendar year on a prorated basis in accordance with the company’s policy, as well as 7 paid holidays and 2 floating holidays. |
| • | Additional details such as notice to leave the Company and any other termination provisions will be found in our Executive Severance Benefits Plan, which will be provided to you separately. |
The Company reserves the right to modify benefits and offerings due to plan amendments. This offer and your continued employment are contingent on you passing our pre-employment drug screen, background verifications, receiving favorable references and presenting timely and valid documentation as required by the Immigration Reform and Control Act to ensure you are authorized to work in the United States. In addition, you will need to complete our conflict of interest questionnaire and apply for the required SEC codes.
Please note that Americold is an “at will” employer. You have the right to review this job offer with anyone you choose, at your cost.
Chris, all of us are excited about the opportunities ahead and the contributions we see you making with our company. We are convinced you will add significant value to the success of Americold. The team looks forward to making your transition to your new position within the Americold family as smooth as possible.
| With best regards, |
|
| Nathan Harwell |
| EVP & Chief Legal and People Officer
cc: Rob Chambers, Lisa Chasey |
| Please sign below to confirm your understanding and acceptance of the above terms and conditions of the employment offer. | ||||||||
| Signature: |
|
Date: |
| |||||
10 Glenlake Parkway | Suite 600, South Tower | Atlanta, GA 30328 | USA | p. +1.678.441.1400 | f. +1.678.441.6824 | www.americold.com
Exhibit 10.2
AMERICOLD LOGISTICS LLC
EXECUTIVE SEVERANCE BENEFITS PLAN, AS AMENDED
(Effective February 24, 2022)
The purpose of this Americold Logistics, LLC Severance Benefits Plan (“Plan”) is to assist eligible employees whose employment with Americold Logistics, LLC (the “Company”) or any of its Affiliates is terminated due to an involuntary termination without Cause or a resignation for Good Reason (as such terms are defined below), or other similar circumstances, as determined in the Plan Administrator’s sole discretion, as well as similar circumstances which occur in connection with a Change in Control (as defined below).1 The Plan was effective as of February 24, 2022 (“Effective Date”) and amended to make certain clarifications as of December 9, 2024. For avoidance of doubt, Executives hired before the Effective Date of this Plan are not eligible for and specifically excluded from participation in this Plan and severance benefits, if any, are outlined in those Executives’ individual employment agreements.
This document constitutes both the plan document and the summary plan description for the Plan. The Plan is intended to be a top-hat “employee welfare benefit plan” within the meaning of Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and a “severance pay plan” within the scope of Department of Labor Regulation Section 2510.3-2(b). Your ERISA rights are described at the end of this document. This document is provided to you as required by ERISA. You should read all parts of this description carefully so that you will not only understand the ways in which the Plan may benefit you but also certain exclusions to coverage and limitations on the receipt of severance benefits, if any which may apply to you.
It is the Company’s intention that payments under the Plan will be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and shall be administered and operated in conformity with this intention; provided, however, that in the event and to the extent amounts payable under the Plan are or become subject to Code Section 409A, it is the Company’s intention that such amounts be payable in a manner consistent with the requirements of such Code section. To the extent that any provision of this Plan is not exempt from Code Section and ambiguous as to its compliance with Code Section 409A, the provision shall be read in such a manner to comply with Code Section 409A to the maximum extent possible.
| 1. | DEFINITIONS |
| 1 | NOTE TO DOCUMENT: Any newly hired Chief Executive Officer, Executive Vice President, Senior Vice President shall 1) be required to sign a Company Restrictive Covenants and Mandatory Arbitration Agreement (“RCMA”) upon hire and all employees shall be required to as a condition to receiving Company equity; and 2) be offered an Indemnity Agreement in addition to the indemnity provided by way of the Company by-laws and insurance coverages. |
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(a) “Affiliate” means (i) any entity that, directly or indirectly, is controlled by the Company, and (ii) any entity in which the Company has a significant equity interest, in each case as determined by the Board.
(b) “Annual Bonus” means the annual performance-based cash bonus in respect of a given calendar year, as described in the Company’s Annual Incentive Plan, or such plan’s replacement.
(c) “Beneficial Owner” shall have the meaning ascribed to such term in Rule 13d-3 of the General Rules and Regulations under the Exchange Act and the terms “Beneficial Ownership” and “Beneficially Own” shall have the corresponding meanings.
(d) “Board” means the Board of Trustees of the Company.
(e) “Cause” means, with respect to any Participant, Participant’s:
(i) Commission of an act that constitutes common law fraud or a felony, commission of any other crime involving moral turpitude, or commission of any other tortious or unlawful act causing, or which may likely cause, material harm to the business, standing or reputation of the Company without the good faith belief that such conduct was in the best interests of the Company;
(ii) Materially breaching any of the Participant’s confidentiality, assignment of inventions or restrictive covenants agreements (if any) with the Company or any Affiliate;
(iii) Materially failing to devote Participant’s full business time, energy, experience and talents to the business of the Company, or willfully failing or refusing to perform the Participant’s material duties or obligations [of Participant’s role] including without limitation, failure or refusal to abide by the directions of superiors or the Board or the written policies and practices of the Board, the Company or any Affiliate, in each case after the Company has given the Participant fourteen (14) days written notice and an opportunity to cure such failure or refusal to the extent curable;
(iv) Willful misconduct or gross negligence in the performance of the Participant’s duties as an associate, officer or director of the Company or any Affiliate;
(v) Misappropriation or embezzlement of any property of the Company;
(vi) Engaging in any act or omission of willful misconduct or gross negligence detrimental to the business or financial reputation of the Company or any Affiliate;
(vii) Failure or refusal by the Participant to perform any lawful material directive of the Board or the duties of the Participant’s employment hereunder which continues for a period of fourteen (14) days following notice thereof;
(viii) Any act by Participant which, in the sole good faith determination of the Company, is sufficient to constitute a felony (or its equivalent in any non-United States jurisdiction) or a crime involving theft, fraud, dishonesty, misrepresentation or moral turpitude;
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(ix) Conviction of, or plea of nolo contendere (or a similar plea), to, or the failure of the Participant to contest the Participant’s prosecution for, any other misdemeanor criminal offense;
(x) Any material violation of any law, rule or regulation affecting business operations of the Company or Affiliates;
(xi) Participant’s material violation, as determined by the sole good faith discretion of the Company, of a Company policy including, but not limited to the violation of any legal or compliance policies or code of ethics, code of business conduct, conflicts of interest policy or similar policies of the Company;
(xii) The Participant’s breach of the Participant’s fiduciary obligations, or disloyalty, to the Company or any of its subsidiaries or affiliates;
(xiii) Any material act or omission to act of the Participant intended to harm or damage the business, property, operations, financial condition or reputation of the Company;
(xiv) The Participant’s failure to cooperate, if requested by the Board, with any investigation or inquiry into the Company’s business practices, whether internal or external, including, but not limited to, the Participant’s refusal to be deposed or to provide testimony or evidence at any trial, proceeding or inquiry; or
(xv) Any chemical dependence of the Participant which adversely affects the performance of the Participant’s duties and responsibilities to the Company.
(f) “Change in Control” means the occurrence of any one or more of the following events:
(i) The acquisition by any person (other than the Company or a Subsidiary or any Company employee benefit plan (including its trustee)), of Beneficial Ownership, directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding securities;
(ii) Individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a Trustee subsequent to the Effective Date whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least two-thirds (2/3) of the Trustees then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of Trustees or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or
(iii) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets or stock of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (i) all or
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substantially all of the individuals and entities who were the Beneficial Owners, respectively, of the total number of shares of the Company’s outstanding securities immediately prior to such Business Combination Beneficially Own, directly or indirectly, more than fifty percent (50%) of the combined voting power of the then outstanding securities of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership of the combined voting power of the Company’s outstanding securities immediately prior to such Business Combination, (ii) no Person (excluding any corporation resulting from such Business Combination, or any employee benefit plan (including its trustee) of the Company or such corporation resulting from such Business Combination) Beneficially Owns, directly or indirectly, 50% or more of, respectively, the combined voting power of the then outstanding securities of the corporation resulting from such Business Combination except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were Trustees of the Company immediately prior to the signing of the agreement providing for such Business Combination.
A “Change in Control” shall not result from any transaction precipitated by the Company’s insolvency, appointment of a conservator, or determination by a regulatory agency that the Company is insolvent, nor from any transaction initiated by the Company in regard to converting from a publicly traded company to a privately held company.
(g) “Change in Control Period” means the period commencing on the date a Change in Control occurs and ending on the second anniversary of such date.
(h) “Chief Executive Officer” means the Company’s chief executive officer.
(i) “Compensation” means a Participant’s annualized base salary, determined based on the rate of pay in effect during the last regularly scheduled payroll period immediately preceding such Participant’s Separation Date (or the date on which the Change in Control occurs, if higher).
(j) “Continuing Obligations” means the obligations that arise in any provision of any agreement, including, without limitation, any agreement between the Participant and the Company and/or an Affiliate relating to confidentiality, assignment of inventions or other restrictive covenants or that arise in any other agreement between the Participant and the Company and/or an Affiliate between the relating to confidentiality, assignment of inventions or other restrictive covenants, including any applicable restrictive covenant and mandatory arbitration agreement.
(k) “Disability” means either (a) the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (b) the Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering the employees of the Company,
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provided, however, that nothing contained herein shall be construed as permitting a violation of the Americans with Disabilities Act or similar law prohibiting discrimination on the basis of a disability. This definition is intended to comply with the definition of disability provided in Treasury Regulation Section 1.409A-3(i)(4)(i), and shall be interpreted in a manner consistent with such definition.
(l) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.
(m) “Financial Objective Component” means that portion of the Participant’s Annual Bonus allocated to performance metrics tied solely to the financial performance metrics of the Company and/or region (e.g., CORE EBITDA).
(n) “Good Reason” means, with respect to any Participant, the occurrence of any of the following events or conditions without the Participant’s written consent, other than in connection with a termination of the Participant for Cause or due to death or Disability:
(i) material reduction of the Participant’s base salary or the Participant’s Annual Bonus opportunity, exclusive of any across the board reduction similarly affecting all or substantially all similarly-situated employees; or
(ii) an action by the Company resulting in a material diminution or reduction of the Participant’s authority, duties or responsibilities; or
(iii) the Company’s relocation of the geographic location of the principal office of the Company to which the Participant is assigned, such that there is an increase to Participant’s commute by more than fifty (50) miles from the Participant’s then current assigned principal office;
Notwithstanding the foregoing, no termination of employment by the Participant shall constitute Good Reason unless:
(A) the Participant reasonably determines in good faith that a Good Reason condition has occurred;
(B) the Participant has given written notice of the proposed termination due to Good Reason to the Company, and provides the Company with reasonable details of the circumstances giving rise to the Good Reason event, not later than thirty (30) days following the initial occurrence of such event;
(C) the Company fails to cure the Good Reason event or condition within thirty (30) days of receiving written notice from the Participant (the “Cure Period”);
(D) notwithstanding such efforts, the Good Reason event or condition continues to exist; and
(E) the Participant terminates his or her employment within thirty (30) days after the conclusion of the Cure Period.
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If the Company cures the Good Reason event or condition during the Cure Period, Good Reason shall be deemed not to have occurred. This definition is intended to comply with the safe harbor definition of good reason provided in Treasury Regulation Section 1.409A-1(n)(2)(ii), and shall be interpreted in a manner consistent with such definition.
(o) “Individual Objective Component” means that portion of the Participant’s Annual Bonus allocated to metrics tied solely to individual performance.
(p) “Key Employee” for purposes of this Plan only, means any common-law employee of the Company who is Chief Executive Officer (“CEO”), any other employee of the Company who is designated by the Company as a President, Executive Vice President (“EVP”) or Senior Vice President (“SVP”) of the Company, and any other common-law employee of the Company who, in each case, has been designated in writing as a Key Employee by the Board in its sole discretion.
(q) “Participant” means a Key Employee who meets the criteria as set forth in Section 2(a) and is not excluded from participation under Section 2(b).
(r) “Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) thereof.
(s) “Plan Administrator” means the Company.
(t) “Qualifying Termination” means a Participant’s termination of employment from the Company when a Participant is terminated by the Company without Cause or by the Participant with Good Reason; provided that, in the event the Company assigns its rights and obligations under this Plan to a person or entity which whom the Company shall hereafter effect a reorganization or consolidation into which the Company merges or to whom it transfers all or substantially of its properties or assets and if the Participant remains employed or becomes employed by the Company, the purchaser or any of their affiliates in connection with such transaction, a Qualifying Termination shall not have occurred solely as a result of such transaction.
(u) “Separation Agreement and General Release” means, with respect to a Participant (or where applicable, his or her estate), a general waiver and release of claims against the Company, its trustees, directors, officers, employees, agents, contractors, and affiliates, post-employment covenants, including, without limitation, relating to confidentiality and disclosure of Company information, competition, solicitation of Company employees or clients or disparagement of the Company, reaffirmation and execution of the mandatory arbitration and restrictive covenants provisions (the “Company Restrictive Covenants and Mandatory Arbitration Agreement”), and a provision that if the Participant breaches any of the Participant’s Continuing Obligations, all payments of Severance Benefits shall immediately cease and the Participant shall be required to repay to the Company any and all Severance Benefits already paid to the Participant, as set forth in Attachment A or as otherwise approved by the Plan Administrator in its sole discretion.
(v) “Separation Date” means the date on which a Participant ceases to be categorized as an employee on the payroll system of the Company as a result of a Qualifying Termination or
6
otherwise; provided, however, the extent that payment or benefit described in this Plan constitutes “non-qualified deferred compensation” under Code Section 409A (if any), a Participant’s Separation Date will be the date on which he or she incurs a “separation from service” (within the meaning of Code Section 409A(a)(2)(A)(i) and its related regulatory and administrative guidance), as determined by the Plan Administrator in its sole discretion. The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h).
(w) “Separation Notice” means written notice by the Company or by a Participant to the other party hereto which:
(i) Provides notification of intent to terminate the employment relationship;
(ii) Indicates the specific termination provision in this Plan relied upon; and
(iii) Specifies the Separation Date.
(x) “Severance Benefit” has the meaning set forth in Section 3 of this Plan, as applicable.
(y) “Stock Plan” means the equity and/or long-term incentive programs as established from time to time by the Company’s Board, a committee thereof, and/or the Compensation Committee of the Board of Trustees of Americold Realty Trust.
(z) “Target Percentage” means the target percentage for the annual incentive bonus opportunity under the Company’s Annual Incentive Plan to which a Participant is potentially eligible in the year in which the Participant’s Separation Date occurs.
(aa) “Trustee” means any individual who is a member of the Board of Trustees.
| 2. | ELIGIBILITY |
(a) Eligibility to Participate. In general, you will be eligible to participate in the Plan (a “Participant”) if you satisfy each of the following conditions:
(i) You are employed by the Company as a Key Employee and have executed the Separation Agreement and General Release, including the Company Restrictive Covenants and Mandatory Arbitration Agreement;
(ii) You receive from the Company a Separation Notice substantially in the form of Attachment C or provide to the Company a Separation Notice substantially in the form of Attachment D (for avoidance of doubt, a Company Separation Notice is separate and apart from the Separation Notice required by the Georgia Department of Labor);
(iii) Your active employment with the Company continues through the Separation Date specified in the Separation Notice;
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(iv) Your active employment with the Company is actually terminated in accordance with the terms and conditions of the Separation Notice and this Plan; and
(v) Your termination is a Qualifying Termination (or due to your death or Disability).
You will not be entitled to participate in this Plan or receive any benefits hereunder unless you satisfy the eligibility criteria set forth herein and are not otherwise excluded from participation under Section 2(b) below.
(b) Exclusions from Eligibility. You will not be eligible to receive a Severance Benefit under the Plan if, either before or after receiving or providing a Separation Notice:
(i) You are a party to a written employment agreement with the Company or any of its Affiliates, the terms of which do not expressly provided for participation in this Plan; for avoidance of doubt, this exclusion includes international executives with written employment agreements;
(ii) You notify the Company of your intent to resign or separate from employment (other than for Good Reason, death, or Disability), in either case prior to the Separation Date specified in the Separation Notice, unless the Plan Administrator determines in its sole discretion that your earlier separation is in the best interests of the Company and approves such earlier separation in advance and in writing;
(iii) Your employment is terminated by the Company for Cause or by you without Good Reason (or death, or Disability, as applicable), or, after your employment has terminated, the Company subsequently determines in good faith that grounds to have terminated your employment for Cause exist;
(iv) You have been employed by the Company for ninety (90) days or less; unless the Plan Administrator determines in its sole discretion that your earlier separation is in the best interests of the Company and approves such earlier separation in advance and in writing;
(v) You are a leased or agency employee employed by a third-party or staffing service provider;
(vi) You are in breach of any of your Continuing Obligations; or you are not classified by the Company as a common-law employee (whether or not such classification is subsequently deemed proper by a government agency or court) or the Plan Administrator has classified you as a former employee, a part-time, temporary or contract employee, a seasonal employee, an intern, an independent contractor, or a consultant.
| 3. | DETERMINATION OF SEVERANCE BENEFITS |
If you are a Participant who is not otherwise excluded from receiving benefits by Section 2(b) above, then, subject to your compliance with the terms of this Plan, including, without limitation, Section 4, in addition to the Accrued Obligations (as defined in Section (e)(i) hereof), you will be
8
eligible to receive a severance benefit pursuant to either Section 3(a), 3(b), or 3(c) below (but in no case will you be eligible to receive a severance benefit under more than one of such Sections 3(a), 3(b), or 3(c)) (the “Severance Benefit”):
(a) Qualifying Termination Other than in Connection with a Change in Control. In the event of a Qualifying Termination other than during a Change in Control Period, and subject to your satisfaction of Section 4 of this Plan, and provided that you are in continued compliance with the terms and conditions of this Plan or any other agreement between you and the Company or to which you are a party (including the Separation Agreement and General Release) or any other ongoing obligation to which you are subject as of the Separation Date:
(i) a cash payment in an amount equal to the product of (A) the sum of (a) your Compensation, plus (b) your Annual Bonus at Target Percentage as in effect immediately prior to your Separation Date), multiplied by (B) the compensation multiple provided for in this subsection 3(a)(i), based on job classification as follows:
| Job Classification |
Compensation Multiple |
|||||
| CEO | 2 | |||||
| EVP | 1 | |||||
| President | 1 | |||||
| SVP | 0.75 |
(ii) if you (and your eligible dependents, as applicable) elect to continue health, dental, and vision coverage under COBRA, the Company will pay the monthly cost of COBRA continuation premiums for a period of months equal to: the lesser of the period of your COBRA eligibility or, a number of months, based on job classification as follows:
| Job Classification |
Months of Premium Costs |
|||||
| CEO | 18 | |||||
| EVP | 12 | |||||
| President | 12 | |||||
| SVP | 9 |
Provided, however, that the Company’s obligation to make any payment pursuant to this provision shall cease upon the date you become eligible for coverage under the health plan of a future employer (regardless of whether you elect such coverage). You must promptly notify the Company of your eligibility for any such coverage. Further, with regard to the benefits set forth in this paragraph (ii), if the Company cannot continue such benefits because of Code Section 409A or operation of other law, the Company shall compensate you for the cost of replacing such benefits for the relevant period; and to the extent the continuation of such benefits is, or ever becomes, taxable to you, the Company shall administer such continuation of coverage consistent with the following additional requirements as set forth in Treasury Regulation Section 1.409A-3(i)(1)(iv): (1) your eligibility for such benefits in one year shall not affect your eligibility for such benefits in any other year; (2) any reimbursement of eligible expenses will be made on or before the last day of the year following the year in which the expense was
9
incurred; and (3) your right to such benefits shall not be subject to liquidation or exchange for another benefit;
(iii) any unpaid Annual Bonus that otherwise would have been earned but for the termination of employment under the Annual Incentive Plan for the calendar year immediately preceding the calendar year in which your Separation Date occurs. For clarity, the Individual Objective Component of your Annual Bonus must have been deemed to have been met to be paid. But for this provision, Executive would not be otherwise entitled under the terms of the Annual Incentive Plan or such plan’s successor or replacement;
(iv) to the extent performance objectives applicable to the Financial Objective Component of your Annual Bonus in the year of your Separation Date are earned as of the end of the relevant bonus period, as a separation payment to which you are not entitled under the terms of the Annual Incentive Plan or such plan’s successor or replacement, a pro rata portion (based on the number of days between your Separation Date and January 1 of the year in which your Separation Date occurs) of the portion of your Annual Bonus allocated to the Financial Objective Component for the year of your Separation Date; For clarity, you will not be entitled to receive any portion of your Annual Bonus allocated to the Individual Objective Component of your Annual Bonus;
(v) to the extent permitted pursuant to the Stock Plan, program terms or equity award agreements, and as provided by the Stock Plan and applicable award agreement(s), any unvested equity award shall vest in accordance with the terms of such Stock Plan, program terms or equity award agreement, as applicable; and
(vi) outplacement services in accordance with the Company’s policy or program and commensurate with your executive position level.
(b) Qualifying Termination on or After a Change in Control. In the event of a Qualifying Termination during a Change in Control Period, subject to your satisfaction of Section 4 of this Plan, and provided that you are in continued compliance with the terms and conditions of this Plan or any other agreement between you and the Company or to which you are a party (including the Separation Agreement and General Release) or any other ongoing obligation to which you are subject as of the Separation Date:
(i) a single lump sum cash payment in an amount equal to the product of (A) the sum of (a) your Compensation, plus (b) your Annual Bonus at Target Percentage as in effect immediately prior to your Separation Date), multiplied by (B) the compensation multiple provided for in this subsection 3(a)(i), based on job classification as follows:
| Job Classification |
Compensation Multiple |
|||||
| CEO | 2.5 | |||||
| EVP | 1.5 | |||||
| President | 1.5 | |||||
| SVP | 1.25 |
(ii) If you (and your eligible dependents, as applicable) elect to continue health, dental, and vision coverage under COBRA, the Company will pay the full portion of the
10
monthly cost of COBRA continuation premiums for a period of months equal to: the lesser of the period of your COBRA eligibility or, a number of months, based on job classification as follows:
| Job Classification |
Months of Premium Costs |
|||||
| CEO | 18 | |||||
| EVP | 12 | |||||
| President | 12 | |||||
| SVP | 9 |
Provided, however, that the Company’s obligation to make any payment pursuant to this provision shall cease upon the date you become eligible for coverage under the health plan of a future employer (regardless of whether you elect such coverage). You must promptly notify the Company of your eligibility for any such coverage. Further, with regard to the benefits set forth in this paragraph (ii), if the Company cannot continue such benefits because of Code Section 409A or operation of other law, the Company shall compensate you for the cost of replacing such benefits for the relevant period; and to the extent the continuation of such benefits is, or ever becomes, taxable to you, the Company shall administer such continuation of coverage consistent with the following additional requirements as set forth in Treasury Regulation Section 1.409A-3(i)(1)(iv): (1) your eligibility for such benefits in one year shall not affect your eligibility for such benefits in any other year; (2) any reimbursement of eligible expenses will be made on or before the last day of the year following the year in which the expense was incurred; and (3) your right to such benefits shall not be subject to liquidation or exchange for another benefit;
(iii) any unpaid Annual Bonus due for the calendar year immediately preceding the calendar year in which your Separation Date occurs;
(iv) to the extent performance objectives applicable to the Financial Objective Component of your Annual Bonus in the year of your Separation Date are earned as of the end of the relevant bonus period, as a separation payment to which you are not entitled under the terms of the Annual Incentive Plan or such plan’s successor or replacement, a pro rata portion (based on the number of days between your Separation Date and January 1 of the year in which your Separation Date occurs) of the portion of your Annual Bonus allocated to the Financial Objective Component for the year of your Separation Date; For clarity, you will not be entitled to receive any portion of your Annual Bonus allocated to the Individual Objective Component of your Annual Bonus;
(v) to the extent permitted pursuant to the Stock Plan, program terms or equity award agreements, and as provided by the Stock Plan and award agreement, any unvested equity award shall become fully vested as if you have met and satisfied all performance requirements at Target Performance and/or time requirements as of your Separation Date; and
(vi) outplacement services in accordance with the Company’s policy or program and commensurate with your executive position level.
(c) Termination due to Death or Disability. If the Company terminates your employment due to your Disability, or you die, subject to your satisfaction of Section 4 of this
11
Plan, and provided that you (or, where applicable, your estate) are in continued compliance with the terms and conditions of this Plan or any other agreement between you and the Company or to which you are a party (including the Separation Agreement and General Release) or any other ongoing obligation to which you are subject as of the Separation Date):
(i) any unpaid Annual Bonus due for the calendar year immediately preceding the calendar year in which your Separation Date occurs;
(ii) although ineligible under the terms of the Annual Incentive Plan or such plan’s successor or replacement, to the extent performance objectives applicable to your Annual Bonus in the year of your Separation Date (including any objective applicable to the Company’s targeted budget) are earned as of the end of the relevant bonus period, as a separation payment, a pro rata portion (based on the number of days between your Separation Date and January 1 of the year in which your Separation Date occurs) of your Annual Bonus for the year of your Separation Date; and
(iii) to the extent permitted pursuant to the Stock Plan, program terms or equity award agreements, and as provided by the Stock Plan and applicable award agreement(s), any unvested equity award shall vest in accordance with the terms of such Stock Plan, program terms or equity award agreements, as applicable.
(d) Payment of Severance Benefit. Except as otherwise may be provided in the Plan or your Separation Notice, your Severance Benefit will be paid or provided in substantially equal installments per regular payroll practices as follows:
| Job Classification |
Months of Severance
Pay |
|||||
| CEO | 24 months | |||||
| EVP | 12 months | |||||
| President | 12 months | |||||
| SVP | 9 months |
in accordance with the Company’s standard payroll procedures, beginning on the first regularly-scheduled payroll date following the date on which your Separation Agreement becomes effective and irrevocable, provided you (or your estate, where applicable) execute(s) and return your Separation Agreement and General Release within the time period prescribed by your Separation Agreement and General Release, but in no event more than sixty (60) days after the Separation Date; provided, further, that, if the sixty (60) day period in which your Separation Agreement and General Release can become effective and irrevocable spans more than one taxable year, then the first payment shall not be made until the later taxable year. Notwithstanding the foregoing, the portion of the Severance Benefit described in Section 3(a)(iii), 3(b)(iii), or 3(c)(i) if applicable, shall be paid in the form of a single lump cash sum during the first 120 days of the calendar year in which the Separation Date occurs, and at the same time that the Company otherwise pays cash bonuses to employees generally. Further, the portion of the Severance Benefit described in Section 3(a)(iv), 3(b)(iv), or 3(c)(ii) as applicable, shall be paid in the form of a single lump cash sum during the first 120 days of the calendar year following the year in which the Separation Date
12
occurs, and at the same time that the Company otherwise pays cash bonuses to employees generally. In no event, however, shall any portion of the Severance Benefit due to a Participant be paid later than December 31st of the second full calendar year following the year of a Participant’s Separation Date.
(e) Additional Terms.
(i) If your employment with the Company is terminated for any reason, the Company will pay to you (or, in the case of your death, your estate): (i) any base salary already earned but unpaid; (ii) any accrued but unused paid time off, as determined by the Company in accordance with the Company’s policy; and (iii) reimbursement of any business expenses incurred by you prior to the date of termination that are reimbursable in accordance with the Company’s policy (collectively, the “Accrued Obligations”).
(ii) The Severance Benefit shall not include any other benefit or payment under any other compensation, employee benefit, incentive pay, or fringe benefit plan, policy, or program maintained by the Company. Except as otherwise provided in the Plan, your entitlement to benefits or payments under the Company’s long-term incentive plan or any other compensation, employee benefit, incentive pay, or fringe benefit plan in connection with your termination of employment (whether a Qualifying Termination or not) will be determined solely by the terms and conditions of such plans, programs, and policies as in effect from time to time.
(iii) Your entitlement to non-cash severance or similar benefits under a separate agreement, plan, program, or policy shall not be affected by this Section 3(e)(ii).
| 4. | FAILURE TO EXECUTE OR COMPLY WITH A SEPARATION AGREEMENT AND GENERAL RELEASE; TERMINATION AND REPAYMENT OF SEVERANCE BENEFITS |
All Severance Benefits provided under Sections 3(a), 3(b), and 3(c) of the Plan are in consideration of your (or your estate’s, where applicable) timely execution of and compliance with a Separation Agreement and General Release in the form provided by the Plan Administrator and your continued compliance with your Continuing Obligations. If you (or your estate, where applicable) do not properly execute and deliver a Separation Agreement and General Release within the time provided in the Separation Agreement and General Release, but in no event more than sixty (60) days after the Separation Date, or if you revoke it, you will not be entitled to any of the benefits of this Plan, including, without limitation, the Severance Benefits. If (a) you fail to comply with (i) the terms of the Separation Agreement and General Release, or (ii) the terms of any of your Continuing Obligations, or (b) after your employment has terminated, the Company subsequently determines in good faith that grounds to have terminated your employment for Cause exist, the Company reserves the right to withhold and terminate any unpaid Plan benefits (with the exception of legally-mandated benefits), including, without limitation, the Severance Benefits, and to require you to repay any and all amounts you may have previously received under the Plan. Neither the Company’s termination of any such unpaid Plan benefits nor your repayment of any such amounts you may have previously received under the Plan shall affect the Separation Agreement and General Release or your Continuing Obligations.
| 5. | PLAN ADMINISTRATION |
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(a) Plan Administration. The Plan Administrator is the “named fiduciary” of the Plan for purposes of ERISA and will be subject to the fiduciary standards of ERISA when acting in such capacity. The Plan Administrator may delegate in writing to any other person all or any portion of its authority or responsibility with respect to the Plan at any time. The Plan Administrator shall, in its sole and absolute discretion, construe and interpret the terms and provisions of the Plan, and any issue arising out of, relating to, or resulting from the administration and operation of the Plan, which such construction or interpretation shall be final and binding on all persons, entities and parties, including any employees and shall be given the maximum possible deference allowed by law. When making a determination or calculation, the Plan Administrator shall, in its sole and absolute discretion, be entitled to rely upon information furnished by employees or other individuals or entities acting on their behalf.
(b) No Liability. The Plan Administrator and its designees shall not be liable for any action or determination made in good faith with respect to the Plan. The Company shall, to the fullest extent permitted by law, indemnify and hold harmless the Plan Administrator (and, if applicable, each member of the committee comprising the Plan Administrator) and each director, officer and employee of the Company for liabilities or expenses that they and each of them incur in carrying out their respective duties under the Plan, other than for any liabilities or expenses arising out of such individual’s willful misconduct or fraud.
(c) Amendment and Termination. The Company reserves the right to amend, modify or terminate the Plan at any time, without advance notice to any employee. Any action of the Company in amending or terminating the Plan will be taken in a non-fiduciary capacity. In the event of an Internal Revenue Service or Department of Labor ruling which has the effect of reclassifying the Plan as an “employee pension benefit plan” as defined in ERISA Section 3(2)(A), the Plan will be automatically terminated effective at the date of such ruling. No communications in connection with the Plan made by any individual shall be effective to modify or amend the Plan unless duly executed on an appropriate form provided or approved by, and filed with, the Plan Administrator.
(d) Claims Procedure. Any employee or other person who believes he or she is entitled to any payment under the Plan may submit a claim in writing to the Plan Administrator. If the claim is denied (in full or in part), the claimant shall be provided a written or electronic response from the Plan Administrator. The Plan Administrator’s response shall include the following information:
(i) The specific reason(s) for the denial;
(ii) Reference to the specific Plan provision(s) upon which the denial was based;
(iii) A description of any additional or material information that is necessary for the appeal of the denied claim to be successful, and an explanation of why this information is necessary;
(iv) A description of any voluntary appeal procedures available under the Plan and your right to receive information about them;
14
(v) An explanation of the review procedure summarized below, including the time limits applicable to the review procedures and the claimant’s rights to submit written comments and have them considered, the claimant’s right to review (upon request and at no charge) relevant documents and other information; and
(vi) A statement that the claimant has a right to bring a civil action under ERISA Section 502(a) following a denial of an appeal of the claim.
If the Plan Administrator relied on an internal rule, guideline, protocol, or other similar criterion in denying the claim, then the Plan Administrator either will provide the claimant with a copy of the criterion or will notify the claimant that it relied on such a criterion and inform the claimant that he or she may request a copy of the criterion free of charge.
The denial notice shall be furnished to the claimant no later than ninety (90) days after receipt of the claim by the Plan Administrator, unless the Plan Administrator determines that special circumstances require an extension of time for processing the claim. If the Plan Administrator determines than an extension of time for processing is required, then notice of the extension shall be furnished to the claimant prior to the termination of the initial ninety (90) day period. In no event shall such extension exceed a period of ninety (90) days from the end of such initial period. The notice shall inform the claimant of the following:
(i) The special circumstances requiring the extension of time;
(ii) The date by which the claimant can expect a decision;
(iii) The standards for determining the claimant’s entitlement to benefits;
(iv) The unresolved issue(s) that prevent a decision on the claim; and
(v) A description of any additional information that the claimant needs to submit.
(e) Appeal Procedure. If the claimant’s claim is denied, the claimant (or his or her authorized representative) may apply in writing to the Plan Administrator for a review of the decision denying the claim. Any such request for review must be submitted to the Plan Administrator no more than sixty (60) days following the date on which the denial notice is received by the claimant, and any request for review submitted after this deadline shall not be considered by the Plan Administrator. In the case of any timely request for review, the Plan Administrator shall afford the claimant a full and fair review of the decision denying the claim and, if so requested, shall:
(i) Provide the claimant with the opportunity to submit written comments, documents, records, and other information relating to the claim for benefits;
(ii) Provide that the claimant shall be provided, upon request and free of charge, reasonable access to, and copies of all documents, records and other information (other than documents, records and other information that is legally privileged) relevant to the claimant’s claim for benefits; and
15
(iii) Provide for a review that takes into account all comments, documents, records and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.
If the claim is subsequently also denied by the Plan Administrator, in whole or in part, then the claimant shall be furnished with a denial notice that shall contain the following:
(iv) Specific reason(s) for the denial;
(v) Reference to the specific Plan provision(s) on which the denial is based; and
(vi) An explanation of the Plan’s review procedures and the time limits applicable to such procedures including a statement of the claimant’s right to bring a civil action under ERISA Section 502(a) following the denial on review.
The decision on review shall be issued within sixty (60) days following the request for review. The period for decision may, however, be extended up to one hundred and twenty (120) days after such receipt if the Plan Administrator determines that special circumstances require extension. In the case of an extension, notice of the extension shall be furnished to the claimant (or his or her authorized representative) prior to the expiration of the initial sixty (60) day period. In no event shall such extension exceed a period of sixty (60) days from the end of such initial period. The extension notice shall indicate the special circumstances requiring the extension of time and the date by which the Plan Administrator expects to render the benefits determination.
Neither you nor your beneficiary nor any other claimant may bring a lawsuit to recover benefits under the Plan until he or she has exhausted the internal administrative process described above. No legal action may be commenced at all unless commenced no later than one (1) year following the issuance of a final decision on the claim for benefits, or the expiration of the appeal decision period if no decision is issued. This one-year statute of limitations on suits for all severance benefits available under the Plan shall apply in any forum where any such suit may be initiated.
| 6. | OTHER IMPORTANT PLAN INFORMATION |
(a) Tax Provisions.
(i) Withholding Taxes. All payments made under the Plan shall be subject to withholding for any applicable taxes or other amounts which federal, state or local law requires the Company to withhold. The Company’s determination of the type and amount of taxes to be withheld from any payment or benefit shall be final and binding on all persons having or claiming to have an interest in this Plan.
(ii) Section 409A. Notwithstanding any other provisions to the contrary, no payments or any benefits will be provided under the Plan earlier than permitted by Code Section 409A, or later than the latest day permitted in order to avoid taxation under such section. Further, the Plan Administrator, in its sole discretion, may amend or modify the Plan in any manner to provide for the application and effects of Code Section 409A its related Treasury Regulations, and any related regulatory or administrative guidance issued by the Internal
16
Revenue Service. Notwithstanding any provision to the contrary in the Plan, to the extent required to avoid a prohibited distribution under Code Section 409(A)(2), if you are at the time a “specified employee” within the meaning of that term under Code Section 409A, no Severance Benefit to which you become entitled under the Plan shall be made prior to the earlier of (i) the first business day following the expiration of the six (6)-month period measured from the date of your “separation from service” (as defined under Code Section 409(A) and its related Treasury Regulations) or (ii) your death. Upon the expiration of the delay period required by Code Section 409A, all payments and benefits deferred under this paragraph otherwise payable in the form of a salary continuation shall commence to be paid by the end of the first month following the expiration of the delay period. For the avoidance of doubt, that portion of the payments provided under this Plan that do not exceed the Code Section 409A Limit (as defined below) and which qualify as “separation pay” under Treasury Regulation Section 1.409A-1(b)(9)(iii), shall be paid or commence to be paid on the date originally specified for such payment. For purposes of this Plan, “Code Section 409A Limit” means the lesser of two (2) times: (i) the Participant’s annual compensation paid during the Company’s taxable year preceding the taxable year in which the Participant is terminated, as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any related Internal Revenue Service guidance; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which such termination occurs. In the event of your death, any amounts delayed under this Section 6(a)(ii) shall be paid to the personal representative of your estate as soon as practicable but in all events within sixty (60) days after the date of your death. For purposes of this Plan, each payment is intended to be excepted from Code Section 409A to the maximum extent provided as follows: (i) each payment made within the applicable 2-1/2 month period specified in Treasury Regulation Section 1.409A-1(b)(4) is intended to be excepted under the short-term deferral exception; (ii) post-termination medical benefits are intended to be excepted under the medical benefits exceptions as specified in Treasury Regulation Section 1.409A-1(b)(9)(v)(B); and (iii) to the extent payments are made as a result of an involuntary separation, each payment that is not otherwise excepted under the short-term deferral exception or medical benefits exception is intended to be excepted under the involuntary pay exception as specified in Treasury Regulation Section 1.409A-1(b)(9)(iii). For purposes of the application of Treasury Regulation Section 1.409A-1(b)(4) (or any successor provision), each payment in a series of payments will be deemed to be a separate payment. The Company makes no representation or warranty and shall have no liability to you or any other person if any provisions of this Plan are determined to constitute deferred compensation subject to Code Section 409A but do not satisfy an exemption from, or the conditions of, such Section.
(iii) Section 280G. This Section 6(a)(iii) shall apply solely to Participants (if any) who are “disqualified individuals” within the meaning of Section 1.280G-1, Q/A-15 of the Treasury Regulations (the “Applicable Participants”). In the event of an event constituting a change in the ownership or effective control of the Company or ownership of a substantial portion of the assets of the Company described in Section 280G(b)(2)(A)(i) of the Code, the Company, at its sole expense, shall cause its independent auditors promptly to review all payments, accelerations, distributions and benefits that have been made to or provided to, and are to be made, or may be made, to or provided to, the Applicable Participants under the Plan (irrespective of whether Severance Benefits or other payments are then payable to such Participants at that time), and any other agreement or plan under which they may individually or collectively benefit (collectively the “Original Payments”), to determine the applicability of
17
Section 4999 of the Code to each of the Applicable Participants in connection with such event. The Company’s independent auditors will perform this analysis in conformity with the foregoing provisions and will provide the affected Participants with a copy of their analysis and determination. Notwithstanding anything contained in this Plan to the contrary, to the extent that the Original Payments would be subject to the excise tax imposed under Section 4999 of the Code (the “Excise Tax”), the Original Payments shall be reduced (but not below zero) to the extent necessary so that no Original Payment shall be subject to the Excise Tax, but only if, by reason of such reduction, the net after-tax benefit received by an Applicable Participant shall exceed the net after-tax benefit received by him or her if no such reduction was made. For purposes of the Plan, “net after-tax benefit” shall mean (a) the Original Payments which an Applicable Participant receives or is then entitled to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (b) the amount of all federal, state and local income taxes payable with respect to the foregoing calculated at the maximum marginal income tax rate for each year in which the foregoing shall be paid to an Applicable Participant (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (c) the amount of the Excise Tax imposed with respect to the payments and benefits described in (a) above. If a reduction is required by this provision, the payments and benefits shall be reduced in the following order: any cash severance to which the Applicable Participant becomes entitled (starting with the last payment due), then other cash amounts that are parachute payments (starting with the last payment due), then any stock option awards that have exercise prices higher than the then-fair market value price of the stock (based on the latest vesting tranches), then restricted stock and restricted stock units based on the latest awards scheduled to be distributed, and then other stock options based on the latest vesting tranches. The fees and expenses of the Company’s auditor for its services in connection with the determinations and calculations contemplated by this provision will be borne by the Company.
(b) Non-Assignability. In no event may any current or former employee of the Company sell, transfer, anticipate, assign or otherwise dispose of any right or interest under the Plan. At no time will any such right or interest be subject to the claims of creditors nor liable to attachment, execution or other legal process.
(c) Coordination with Mandated and Other Benefits. Any advance notice or benefits provided under this Plan shall, to the fullest extent permitted by law, be considered to be in satisfaction of, rather than in addition to, any federal, state or local requirement (including advance notice requirements included in individual employee agreements and requirements under the Worker Adjustment and Retraining Notification Act (also known as “WARN”) and similar state or local statutes) to provide advance notice or severance-type benefits. To the extent that notice or benefits provided under this Plan cannot be considered in satisfaction of any such requirements, the amount of notice and benefits otherwise payable under this Plan in excess of the minimum severance of two (2) weeks base salary shall be reduced by the amount of notice and benefits that are required to be given by federal, state or local law or applicable contractual requirements.
(d) No Right to Employment. This Plan does not provide you with (i) any right to continue employment with the Company or any designated successor employer (whether in your current or any other position), (ii) any current or future right to receive an offer of employment
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with the Company or any designated successor employer, or (iii) affect the right of you or the Company to terminate your employment at any time, with or without cause.
(e) Source of Payments. All severance benefits will be paid in cash from the general funds of the Company; no separate fund will be established under the Plan; and the Plan will have no assets. No right of any person to receive any payment under the Plan will be any greater than the right of any other general unsecured creditor of the Company.
(f) No Vested Rights. Neither you nor other person shall have any vested rights under the Plan and nothing herein shall be construed as giving any employee any nonforfeitable or vested rights to any benefits hereunder; provided, however, that if you have received a Notice of Separation prior to the amendment or termination of the Plan, you shall not have your Severance Benefits reduced by reason of such amendment or termination. Nothing in the Plan shall be construed as giving an employee of the Company a right to receive any benefit other than the benefits specifically provided under the terms of the Plan. Nothing in the Plan shall be construed to limit in any manner the right of the Company to discharge, demote, downgrade, transfer, relocate, or in any other manner treat or deal with any person in its employ, without regard to the effect such treatment or dealing may have upon such person as someone who might otherwise have become (or remained) a participant in the Plan, which right is hereby reserved. No benefits shall be deemed to accrue under the Plan at any time except the time at which they become payable under the Plan, and no right to a benefit under the Plan shall be deemed to vest prior to your Separation Date.
(g) Clawback.
(i) Notwithstanding any other provision of the Plan, your rights to any payments under the Plan will be discontinued and forfeited, the Company will have no further obligation under the Plan to you, and you must return 90% of the gross amounts previously paid to you under this Plan, in addition to forfeiting all future payments otherwise payable hereunder, if you (or, as applicable, your estate) violate the terms the Separation Agreement and General Release or confidentiality, non-solicitation, non-disparagement and non-competition agreement between you and the Company, with the remaining 10% serving as consideration for your Separation Agreement and General Release.
(ii) Notwithstanding any other provision of the Plan, any Severance Benefits under this Plan shall be subject to any Company clawback policies that the Company has adopted, or otherwise may adopt after the Effective Date, to the extent permissible under applicable law.
(h) Effect on Other Plans and Agreements. Subject to Section 3(d), participation in this Plan has no effect on your rights under any other employee benefit plan sponsored by the Company such as any pension or profit-sharing, medical, dental or hospitalization, life insurance, accidental death, disability, bonus, incentive compensation, or vacation / paid time off pay plan. Subject to Section 3(d), employee rights under those benefit plans are governed solely by their terms, and you should review those plans to ascertain your rights (if any) under them. This Plan has no effect on your Continuing Obligations, each of which, for the avoidance of doubt, continue in full force and effect.
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(i) Controlling Law. Except as may be otherwise provided in the contracts incorporated by reference into the Plan, the provisions of the Plan shall be construed, administered and enforced according to ERISA and, to the extent not preempted, by the laws of the State of Georgia. If any provision of the Plan shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of the Plan, and the Plan shall be construed and enforced as if such illegal and invalid provisions had never been set forth in the Plan.
| 7. | ADDITIONAL PLAN INFORMATION |
The following information is required to be provided to you under ERISA.
| Plan Name: | Americold Logistics, LLC Severance Benefits Plan | |||
| Type of Plan: | Unfunded welfare benefit plan | |||
| Plan Sponsor: | Americold Logistics, LLC | |||
| Identification Numbers: | [ ] | |||
| Plan Year: | January 1 – December 31 | |||
| Plan Administrator: | Americold Logistics, LLC South Tower, Suite 600 Atlanta, GA 30328-7250 (678) 441-1400 Attn: Chief Human Resources Officer | |||
| Agent for Service of Legal Process: |
Americold Logistics, LLC 10 Glenlake Parkway South Tower, Suite 600 Atlanta, GA 30328-7250 (678) 441-1400 Attn: Chief Legal Officer | |||
| Funding Mechanism: | Severance benefits are paid out of the Company’s general assets. | |||
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STATEMENT OF ERISA RIGHTS
The Employee Retirement Income Security Act of 1974 (“ERISA”) was enacted to help assure that all employer-sponsored group benefits programs conform to standards set by Congress. The Americold Logistics, LLC Severance Benefits Plan is covered by ERISA and an employee who is a participant in this Plan is entitled to certain rights and protections. ERISA provides that all Plan participants shall be entitled to examine, without charge, at the Company’s business office, all Plan documents and copies of all documents filed by the Plan with the U.S. Department of Labor, such as detailed annual reports and to obtain copies of all Plan documents and other Plan information, if applicable, upon written request to the Company. The Company may make a reasonable charge for the copies. The Company is required by law to furnish each participant with a copy of this summary annual report, if applicable.
In addition to creating rights for Plan participants, ERISA also sets forth certain duties for the people who are responsible for the operation of the Plan. The people who operate the Plan are called “fiduciaries” of the Plan. They have a duty to operate the Plan prudently and in the best interests of you and other Plan participants and beneficiaries. No one, including your employer, or any other person, may fire you or otherwise discriminate against you to prevent you from either obtaining any Plan benefit or exercising your rights under ERISA. However, neither the existence of the Plan nor this summary plan description constitutes an employment contract or affects the right of the Company to lawfully terminate your employment.
If your claim for a Plan benefit is denied in whole or in part, you must receive a written explanation of the reasons for the denial. You have the right to have the Plan Administrator review and reconsider your claim.
Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request materials from the Plan and do not receive them within 30 days, you may file suit in a federal court. In such a case, the court may require the Plan Administrator to provide the materials and pay you up to $110 per day until you receive the materials (unless the materials were not sent because of reasons beyond the control of the Plan Administrator). If you have a claim for benefits which is denied or ignored, in whole or in part, you may file suit in a state or federal court. If it should happen that Plan fiduciaries do not fulfill their responsibilities under ERISA, or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a federal court. The court will decide who should pay court costs and legal fees. If you are successful, the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees (for example, if the court finds your claim is frivolous).
If you have any questions about the Plan, you should contact the Plan Administrator. If you have any questions about this statement or about your rights under ERISA, or if you need assistance in obtaining documents from the Company, you should contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in your telephone directory or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue N.W., Washington, D.C. 20210. You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration.
Exhibit 99.1
Americold Announces CFO Transition and Expanded Leadership Roles to Support Company’s Growth Plan
Seasoned Real Estate Executive Chris Papa Appointed Chief Financial Officer Effective February 23, 2026;
Company Reaffirms Full-Year 2025 AFFO Outlook
ATLANTA, Jan. 26, 2026 (GLOBE NEWSWIRE) – Americold Realty Trust, Inc. (NYSE: COLD), a global leader in temperature-controlled logistics, real estate, and value-added services, today announced that Christopher (“Chris”) Papa will join the Company as Executive Vice President and Chief Financial Officer, effective Monday, February 23, 2026.
Papa is a highly regarded public-company finance leader with nearly 40 years of experience across real estate, accounting, tax, investor relations and corporate finance. He currently serves as Executive Vice President and Chief Financial Officer at CenterPoint Properties, a leading developer, owner and manager of industrial real estate. His prior experience includes CFO roles at both Post Properties and Liberty Property Trust, reflecting a strong track record of leading finance functions at large, publicly traded real estate platforms. He began his career in public accounting, is a CPA, and later served as an audit partner at BDO and Arthur Andersen. Americold engaged Ferguson Partners to assist with the CFO appointment.
“We are thrilled to welcome Chris to the Americold leadership team as our next CFO,” said Rob Chambers, Chief Executive Officer of Americold. “His extensive real estate experience and strong financial acumen align well with our strategic focus as we continue to execute against our 2026 priorities and position the Company for future growth. Chris is well known to the investment community and will play a key role in strengthening our balance sheet, supporting disciplined capital allocation, and helping to drive long-term value creation for our shareholders.”
As part of the transition, Jay Wells, Executive Vice President and Chief Financial Officer, has departed the Company. During the transition period, Scott Henderson, Americold’s Chief Investment Officer, will serve as Interim Chief Financial Officer until Papa’s appointment becomes effective.
“We appreciate Jay’s contributions to Americold over the past two years,” Chambers said. “He has built a strong finance team, and I wish him well in his future endeavors. Scott has a deep understanding of Americold’s business, and we expect his experience and leadership will bring continuity across our finance organization during this brief interim period.”
Americold also announced that Nathan Harwell, Chief Legal Officer, will assume the expanded role of Chief People Officer, in addition to his current responsibilities. As Chief Legal and People Officer, Harwell will oversee the Company’s Legal, Compliance, and Human Resources functions, supporting Americold’s commitment to associate engagement and organizational alignment. Harwell’s background in leading diverse teams positions him well to support Americold’s long-term strategic priorities.
“As we continue to execute our 2026 plan, these leadership alignments strengthen our ability to support our customers and associates across our global network,” Chambers concludes.
Reaffirming 2025 AFFO Outlook
The Company expects to deliver fourth-quarter AFFO per share of between $0.36 – $0.38, consistent with its previously issued 2025 outlook as communicated on November 6, 2025. Americold will release its fourth-quarter and full-year 2025 results on February 19, 2026.
About Americold
Americold (NYSE: COLD) is a global leader in temperature-controlled logistics and real estate, with a more than 120-year legacy of innovation and reliability. With more than 230 facilities across North America, Europe, Asia Pacific, and South America – totaling approximately 1.4 billion refrigerated cubic feet – Americold ensures the safe, efficient movement of refrigerated products worldwide.
Americold’s facilities are an integral part of the global food supply chain, connecting producers, processors, distributors, and retailers with tailored, value-added services supported by responsive and reliable supply chains. Leveraging deep industry expertise, smart technology, and sustainable practices, Americold delivers worldclass service that creates lasting value for customers and the communities it serves. Learn more at www.americold.com.
Forward-Looking Statements
This press release contains statements about future events and expectations that constitute forward-looking statements. Forward-looking statements are based on our beliefs, assumptions and expectations of our future financial and operating performance and growth plans, taking into account the information currently available to us. These statements are not statements of historical fact. Forward-looking statements involve risks and uncertainties that may cause our actual results to differ materially from the expectations of future results we express or imply in any forward-looking statements, and you should not place undue reliance on such statements. Factors that could contribute to these differences include the following: failure to execute on growth strategies and opportunities, rising inflationary pressures, increased interest rates and operating costs; national, international, regional and local economic conditions, including impacts and uncertainty from trade disputes and tariffs on goods imported to the United States and goods exported to other countries; periods of economic slowdown or recession; labor and power costs; labor shortages; our relationship with our associates, the occurrence of any work stoppages or any disputes under our collective bargaining
agreements and employment related litigation; the impact of supply chain disruptions; risks related to rising construction costs; risks related to expansions of existing properties and developments of new properties, including failure to meet budgeted or stabilized returns within expected time frames, or at all, in respect thereof; uncertainty of revenues, given the nature of our customer contracts; acquisition risks, including the failure to identify or complete attractive acquisitions or failure to realize the intended benefits from our recent acquisitions; difficulties in expanding our operations into new markets and products; uncertainties and risks related to public health crises; a failure of our information technology systems, systems conversions and integrations, cybersecurity attacks or a breach of our information security systems, networks or processes; risks related to implementation of the new ERP system; risks related to defaults or non-renewals of significant customer contracts; risks related to privacy and data security concerns, and data collection and transfer restrictions and related foreign regulations; changes in applicable governmental regulations and tax legislation; risks related to current and potential international operations and properties; actions by our competitors and their increasing ability to compete with us; changes in foreign currency exchange rates; the potential liabilities, costs and regulatory impacts associated with our in-house trucking services and the potential disruptions associated with our use of third-party trucking service providers for transportation services to our customers; liabilities as a result of our participation in multi-employer pension plans; risks related to the partial ownership of properties, including our JV investments; risks related to natural disasters; adverse economic or real estate developments in our geographic markets or the temperature-controlled warehouse industry; changes in real estate and zoning laws and increases in real property tax rates; general economic conditions; risks associated with the ownership of real estate generally and temperature-controlled warehouses in particular; possible environmental liabilities; uninsured losses or losses in excess of our insurance coverage; financial market fluctuations; our failure to obtain necessary outside financing on attractive terms, or at all; risks related to, or restrictions contained in, our debt financings; decreased storage rates or increased vacancy rates; the potential dilutive effect of our common stock offerings, including our ongoing at the market program; the cost and time requirements as a result of our operation as a publicly traded REIT; and our failure to maintain our status as a REIT.
Words such as “anticipates,” “believes,” “continues,” “estimates,” “expects,” “goal,” “objectives,” “intends,” “may,” “opportunity,” “plans,” “potential,” “near-term,” “long-term,” “projections,” “assumptions,” “projects,” “guidance,” “forecasts,” “outlook,” “target,” “trends,” “should,” “could,” “would,” “will” and similar expressions are intended to identify such forward-looking statements, although not all forward-looking statements may contain such words. Examples of forward-looking statements included in this press release include, but are not limited to, those regarding our 2025 full-year financial outlook, our management changes, including the potential impact of such management changes, and our growth strategy. We qualify any forward-looking statements entirely by these cautionary factors. Other risks, uncertainties and factors, including those discussed under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, and other reports filed with the Securities and Exchange Commission, could cause our actual results to differ materially from those projected in any forward-looking statements we make. We assume no obligation to update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future except to the extent required by law.
Contacts:
Americold Realty Trust, Inc.
Investor Relations
Telephone: 678-459-1959
Email: investor.relations@americold.com
Media Relations
Telephone: 762-821-9631
Email: mediarelations@americold.com