Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 18, 2023

Compass Minerals International, Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-31921	36-3972986
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

9900 West 109th Street

Suite 100

Overland Park, KS 66210

(Address of principal executive offices)

(913) 344-9200

(Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common stock, $0.01 par value

CMP

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)(c) Effective December 18, 2023, Compass Minerals International, Inc. (the “Company”) appointed Jeffrey Cathey as Chief Accounting Officer. Teresa Cook, the former Chief Accounting Officer, will continue to be employed by the Company in an interim role as Vice President, Finance and Accounting prior to her retirement planned for May 2024.

Prior to joining Compass Minerals, Mr. Cathey spent 10 years at Crestwood Equity Partners LP in positions of growing responsibility within various business segments, including senior vice president, controller and principal accounting officer; vice president, operational controller; and assistant controller. He started his career as a senior audit associate with Ernst & Young LLP and was assistant controller at Shamrock Trading Corporation.

The Company entered into a letter agreement, signed November 29, 2023, with Mr. Cathey (the “Offer Letter”), establishing his compensation as Chief Accounting Officer. Pursuant to the Offer Letter, Mr. Cathey’s base salary will be $350,000 per year. Mr. Cathey’s targeted cash bonus under the Company’s Management Annual Incentive Program will be calculated at 50% of his base salary, with any bonus payments dependent on the Company’s pre-established performance goals. Mr. Cathey will also be eligible to receive equity awards as part of the Company’s Long-Term Incentive Program, with a target equity award value of 70% of his annual base salary. On his start date, he will receive an equity award of restricted stock units valued at $250,000, which will vest ratably over three years. The Offer Letter provides that Mr. Cathey’s employment with the Company is at-will.

The foregoing description of the Offer Letter is qualified in its entirety by reference to the full text of the Offer Letter, which is attached as Exhibit 10.1 and incorporated by reference herein.

There is no arrangement or understanding between Mr. Cathey and any other person pursuant to which Mr. Cathey was appointed as Chief Accounting Officer. Furthermore, there are no transactions between Mr. Cathey (or any member of his immediate family) and the Company (or any of its subsidiaries) that would be required to be reported under Item 404(a) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.						Exhibit Description
10.1						Offer Letter, signed November 29, 2023, between Compass Minerals International Inc. and Jeffrey Cathey.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



	COMPASS MINERALS INTERNATIONAL, INC.

Date: December 19, 2023	By:	/s/ Lorin Crenshaw
		Name: Lorin Crenshaw
		Title: Chief Financial Officer

Exhibit 10.1

November 27, 2023

Jeffrey Cathey

3505 W. 85th St.

Leawood, KS 66206

Dear Jeffrey,

I am pleased to confirm that Compass Minerals (CMP) wishes to invite you to join our team by making you this offer of employment. If you accept this offer, your title will be Chief Accounting Officer with an anticipated start date of January 2, 2024, or an earlier date mutually agreed upon. This position will be located at our Overland Park, Kansas location.

The Chief Accounting Officer role is a full-time exempt position. Your annual gross starting base salary will be $350,000.

In addition to your base salary, you will be eligible to participate in CMP’s performance-based Management Annual Incentive Program (MAIP) with a target bonus equal to 50% of your base salary ($175,000), prorated from your start date for the fiscal 2024 performance year.

You will also be eligible to participate in CMP’s Long Term Incentive Program (LTIP). For your position, the LTIP target is 70% of your base salary ($245,000). You will begin to receive the full value of your LTIP award during the fiscal 2025 annual LTIP grant, in October 2024, where such awards will be granted in accordance with the plan in place at the time of grant.

As an inducement to accept this offer of employment, you will receive additional one-time grant of RSUs valued at $250,000 on your start date. These RSUs will vest one-third on the first anniversary of the grant date with the remaining shares vesting in accordance with the fiscal 2024 annual LTIP RSU grant.

Enclosed you will find a benefit packet to familiarize you with benefits that are available to you and your family once you join CMP. In addition, you will be entitled to an annual physical which you can schedule through CMP.

You will be eligible for four weeks (20 days) of paid vacation, annually, which will be prorated from your start date.

If you accept this role, you will also be required to sign a Restrictive Covenant Agreement, along with other standard employment documents applicable to other CMP employees. We have enclosed the Restrictive Covenant Agreement for your review.

This offer of employment is conditional upon successful approval of this offer of employment (including but not limited to all compensation components outlined in this letter) by the Compensation Committee of CMP’s Board of Directors, the verification of a satisfactory background investigation and reference checks, verification of your authorization to work in the U.S., satisfactorily passing a drug screen, and the execution of the Restrictive Covenant Agreement.

The Immigration and Control Act of 1986 requires employers to verify that every new hire is either a U.S. citizen or eligible to be employed in this country. We are required to examine and will copy any one of the following: US passport, certification of U.S. citizenship or naturalization, a valid foreign passport authorizing U.S. employment, a resident alien card containing employment, a resident alien card containing employment authorization, or other document designated by the Immigration and Naturalization Service.

Alternatively, verification can be accomplished by providing two forms of documentation one which established identity and one which establishes employment eligibility. Examples of documents which show employment eligibility are a Social Security card or birth certificate; and examples of documents which show proof of identity are a driver’s license or other state-issued card, which contain a photograph or other identifying information. The above documentation must be presented prior to commencing employment. Please bring the appropriate items on your start date.

Please sign a copy of this letter, acknowledging your acceptance and anticipated employment date and return by November 30, 2023.

I look forward to you joining Compass Minerals.

Sincerely,


/s/ Lorin Crenshaw
Lorin Crenshaw
Chief Financial Officer

This document is not an employment contract. Employment is at will and can be separated by either party at any time. Please indicate your understanding and acceptance of the terms and conditions outlined in this letter and your acceptance of this employment offer by signing and dating this page where indicated below.

/s/ Jeffrey Cathey

11/29/2023

Employment date: TBD

Jeffrey Cathey

Date

Cover Page	Dec. 18, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 18, 2023
Entity Registrant Name	Compass Minerals International, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-31921
Entity Tax Identification Number	36-3972986
Entity Address, Address Line One	9900 West 109th Street
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Overland Park
Entity Address, State or Province	KS
Entity Address, Postal Zip Code	66210
City Area Code	913
Local Phone Number	344-9200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $0.01 par value
Trading Symbol	CMP
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001227654
Amendment Flag	false