Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment and Compensation of Chief Financial Officer
On October 27, 2021, Compass Minerals International, Inc. (the “Company”) announced the hiring and appointment of Lorin Crenshaw as Chief Financial Officer. Mr. Crenshaw is expected to join the Company on December 1, 2021.
Mr. Crenshaw, age 46, brings to the Company more than 25 years of financial experience. Mr. Crenshaw is joining the Company from Orion Engineered Carbons S.A., a global supplier of specialty and high-performance carbon black, where he has served as Chief Financial Officer since 2019. From 2009 to 2019, Mr. Crenshaw served at Albemarle Corporation, where he held the role of Chief Financial Officer of Albemarle’s global lithium business from 2016 to 2019. Prior to this role, he held positions of increasing responsibility at Albemarle, including as Treasurer and Head of Investor Relations. His experience also includes over 10 years as an equity and debt investor, respectively, at Citigroup Asset Management and PGIM Private Capital, formerly Prudential Capital Group.
The Company entered into a letter agreement, effective October 22, 2021, with Mr. Crenshaw (the “Offer Letter”), establishing his compensation as Chief Financial Officer.
Pursuant to the terms of the Offer Letter, Mr. Crenshaw’s base salary will be $537,500 per year. Mr. Crenshaw’s targeted cash bonus under the Company’s Management Annual Incentive Program (“MAIP”) will be calculated at 70% of his base salary, with any bonus payments dependent on the Company’s pre-established performance goals.
Mr. Crenshaw will also be eligible to receive equity awards as part of the Company’s Long-Term Incentive Program, with a target equity award value of 190% of his annual base salary. For fiscal year 2022, he will receive these equity awards on his start date without any proration.
As provided in the Offer Letter and in addition to the equity awards received for fiscal year 2022 under the Company’s Long-Term Incentive Program as described above, Mr. Crenshaw will also receive a “make-whole” employment inducement award consisting of (i) a one-time cash bonus of $780,000, with $75,000 payable within 30 days of his start date, $630,000 payable within 30 days of January 1, 2022, and $75,000 payable within 30 days of the first anniversary of his start date, (ii) a one-time grant of restricted stock units with a value of $250,000, vesting ratably over two years, and (iii) a one-time grant of performance stock units (“PSUs”) with a value of $785,000, with 50% of these PSUs cliff vesting on the two-year anniversary of his start date and 50% of these PSUs cliff vesting on the three-year anniversary of his start date, in each case subject to satisfaction of relative total shareholder return performance metrics established by the Compensation Committee (the “Compensation Committee”) of the Company’s Board of Directors.
Mr. Crenshaw will also be eligible to participate in the employee benefit plans and programs generally available to the Company’s executive officers. Under the term of the Offer Letter, he will be eligible to receive up to six months of temporary housing. The Offer Letter provides that Mr. Crenshaw’s employment with the Company is at-will.
The foregoing description of the Offer Letter is qualified in its entirety by reference to the full text of the Offer Letter, which is attached as Exhibit 10.1 and incorporated by reference herein. Mr. Crenshaw and the Company will also enter into the Company’s standard Change in Control Severance Agreement and Restrictive Covenant Agreement. Mr. Crenshaw will also be designated as an eligible executive under the Company’s Executive Severance Plan.
There is no arrangement or understanding between Mr. Crenshaw and any other person pursuant to which Mr. Crenshaw was appointed as Chief Financial Officer. Furthermore, there are no transactions between Mr. Crenshaw (or any member of his immediate family) and the Company (or any of its subsidiaries) that would be required to be reported under Item 404(a) of Regulation S-K.
