| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 27, 2019, the Board of Directors (the “Board”) of GCP Applied Technologies Inc. (the “Company”) appointed Randall S. Dearth as Chief Executive Officer of the Company and member of the Board, effective August 1, 2019. Mr. Dearth will also continue to hold the position of President and join the Board as a Class III director with a term expiring at the Company’s 2020 annual meeting of stockholders. Also effective August 1, 2019, Gregory E. Poling will retire from his position as Chief Executive Officer of the Company and will transition to the role of Executive Chairman of the Company.
Mr. Dearth, age 54, has served as the Company’s President and Chief Operating Officer since September 2018. Previously, Mr. Dearth served as President and CEO of Calgon Carbon Corporation, a NYSE-listed company that manufactured activated carbon products and innovative treatment systems, from August 2012 to March 2018, when Calgon was acquired by Kuraray Co. Ltd. From March 2018 through August 2018, Mr. Dearth served as President and CEO of Calgon Carbon Corp, a subsidiary of Kuraray. From 2004 to 2012, Mr. Dearth served as President and CEO of LANXESS Corporation (North America), an international chemical manufacturer that was spun out of the Bayer Group. From 2002 until thespin-off of LANXESS, Mr. Dearth served as President and CEO of Bayer Chemicals Corporation (North America). Previously, he held a number of global marketing roles with Bayer, both in the United States and Germany. There are no (i) family relationships, as defined in Item 401 of RegulationS-K, between Mr. Dearth and any of the Company’s executive officers or directors, or any person nominated to become a director or executive officer, (ii) arrangements or understandings between Mr. Dearth and any other person pursuant to which Mr. Dearth was appointed as Chief Executive Officer and a director of the Company or (iii) transactions in which Mr. Dearth has an interest requiring disclosure under Item 404(a) of RegulationS-K.
As Executive Chairman, Mr. Poling will continue as an officer and an employee of the Company, and has agreed that his base salary will be reduced to $600,000, with all other existing terms and conditions of employment remaining in effect as they exist today (including his participation in the Severance Plan for Leadership Team Officers of the Company (the “Severance Plan”) and his existing Change in Control Severance Agreement). As Chief Executive Officer of the Company, Mr. Dearth’s annual rate of base salary will be $775,000 and his annual target bonus opportunity under the Company’s annual incentive compensation plan applicable to named executive officers (the “AICP”) for the remainder of the current fiscal year will be increased from 85% to 100% of base salary (with his actual annual bonus in respect of the current year, if any, similarly prorated and otherwise determined in accordance with the AICP). Effective as of August 1, 2019, Mr. Dearth will also receive promotional long-term incentive awards having a total grant date value equal to $300,000, which promotional awards will be granted in the same forms, and on the same terms (including vesting) as the Company’s annual long-term incentive awards granted to Mr. Dearth and other named executive officers in February 2019 (i.e., 50% in the form of performance-based units that vest subject to achievement of applicable performance targets over a three-year period and 25% in each of the forms of stock options and time-vesting restricted stock units, each of which vests ratably over a three-year period). In 2020, Mr. Dearth will also be eligible to receive annual long-term incentive awards having a total grant date value equal to $2,000,000, in such forms of awards, and on such terms and conditions, as the Company’s compensation committee of its board of directors shall determine, so long as he remains employed with the Company on such date. All other existing terms and conditions of Mr. Dearth’s employment will remain in effect (including his Change in Control Severance Agreement), except that Mr. Dearth shall participate in the Severance Plan as Chief Executive Officer, resulting in an increased severance benefit thereunder, in the event of an involuntary termination of employment without cause, from one times to two times the sum of his annual base salary and annual target bonus opportunity under the AICP.
Also on June 27, 2019, Ronald C. Cambre notified the Board of his decision to retire from his role as a Class III director and Chairman of the Board, effective August 1, 2019. The Board expressed its deep appreciation for Mr. Cambre’s service to the Company and the Board, including his leadership in being the Chairman of the Board and his many contributions to the Company before and after its spinoff from W. R. Grace in 2016.
