COMPASS MINERALS INTERNATIONAL INC false 0001227654 0001227654 2021-10-22 2021-10-22

 

 

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): October 22, 2021

 

 

 

LOGO

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.

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.


The Company issued a press release announcing Mr. Crenshaw’s appointment on October 27, 2021. A copy of the press release is attached as Exhibit 99.1 and incorporated by reference herein.

Appointment of Chief Commercial Officer

On October 27, 2021, the Company announced the appointment of James D. Standen as Chief Commercial Officer. Mr. Standen is currently serving as the Company’s Chief Financial Officer and will assume the position of Chief Commercial Officer on Mr. Crenshaw’s start date.

Departure of Executive Officer

On October 27, 2021, the Company announced that S. Bradley Griffith, a named executive officers of the Company, departed the Company effective October 27, 2021. Mr. Griffith had served as Chief Commercial Officer of the Company. Mr. Griffith is entitled to severance payments under the Company’s Executive Severance Plan. Additionally, in connection with his departure, Mr. Griffith was offered additional severance in an amount that represents his annual cash bonus relating to fiscal year 2021 (less applicable deductions and withholdings), based on actual fiscal year 2021 performance and determined by the Compensation Committee and paid in the same manner as annual cash bonuses relating to fiscal year 2021 are otherwise determined by the Compensation Committee and paid with respect to similarly situated employees, within 60 days after Mr. Griffith’s departure date. As a condition to receiving these severance payments, Mr. Griffith must sign a final release and waiver of claims in the form attached as Exhibit 10.2, and incorporated by reference herein.

 

Item 9.01

Financial Statements and Exhibits.

 

  (d)

Exhibits.

 

Exhibit No.   

Exhibit Description

10.1    Letter Agreement, effective October 22, 2021, between Compass Minerals International Inc. and Lorin Crenshaw.
10.2    Form of Final Release and Waiver of Claims between Compass Minerals International Inc. and S. Bradley Griffith.
99.1    Press release issued by Compass Minerals International, Inc. on October 27, 2021.
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: October 27, 2021     By:  

/s/ James D. Standen

      Name: James D. Standen
      Title: Chief Financial Officer

Exhibit 10.1

 

LOGO   

Compass Minerals

9900 W. 109th Street, Suite 100

Overland Park, KS 66210

compassminerals.com

913-344-9200

October 22, 2021

Lorin Crenshaw

30 Kingwood Greens Drive

Kingwood, TX 77339

Dear Lorin,

I am pleased to confirm that Compass Minerals (CMP) wishes to invite you to join our leadership team by making you this offer of employment. If you accept this offer, your title will be Chief Financial Officer. Your start date will be determined at a later date and you will be reporting directly to me. The position will be located at our corporate office in Overland Park, Kansas.

Chief Financial Officer is a full-time exempt position. Your annual gross starting salary will be $537,500.00.

In addition to your base salary, you will be eligible to participate in CMP’s performance-based Management Annual Incentive Program (MAIP) starting with the fiscal 2022 performance year, with a target bonus equal to 70% of your base salary ($376,250.00).

You will also be eligible to participate in CMP’s Long Term Incentive Program (LTIP) starting in fiscal 2022. For your position, the LTIP target is 190% of your base salary ($1,021,250.00).

As an inducement to accept this offer of employment, you will receive additional one-time awards to compensate you for compensation you will be forfeiting upon termination of employment with your current employer.

Specifically, you will receive a one-time cash bonus payment totaling the gross amount of $780,000.00, with $75,000.00 payable within 30 days of your start date, $630,000.00 payable within 30 days of January 1, 2022, and $75,000.00 payable within 30 days of the first anniversary of your start date.

In addition, you will receive a one-time grant of restricted stock units (RSUs) valued at $250,000.00 on your start date, which will vest ratably over two years. Further, you will receive a one-time grant of performance stock units (PSUs) valued at $785,000.00 on your start date, with 50% of these PSUs cliff vesting on the two-year anniversary of your start date and 50% of these PSUs cliff vesting on the three-year anniversary of your start date. These one-time PSUs will be subject to rTSR performance metrics established by the Compensation Committee of CMP’s Board of Directors.

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 also be eligible to participate in the Executive Disability Plan.

To facilitate your relocation to the Overland Park, Kansas area, you are eligible for our Executive Relocation benefit for U.S. domestic relocation, with up to six (6) months of temporary housing. Please note that this benefit does not include any buy-out option of a current primary residence or home equity loss guarantee. A copy of the relocation plan will be provided to you.


Effective on your hire, you will be eligible for 5 weeks (25 days) of paid vacation annually, which, for calendar year 2021, will be prorated from your start date.

You will also be offered and, if accepted, required to sign a Change in Control Severance Agreement. 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. In addition, you will be a participant in the CMP Executive Severance Plan.

We have enclosed the Change in Control Severance Agreement, Restrictive Covenant Agreement and CMP Executive Severance Plan for your review.

This offer of employment is conditional upon 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 this letter below, acknowledging your acceptance and anticipated employment date and return to me by October 25, 2021. We look forward to you joining Compass Minerals.

Sincerely,

/s/ Kevin Crutchfield

Kevin Crutchfield

President and CEO

By signing this letter below, you understand and agree that your employment with the company is at-will. That is, your employment is not for any specified duration and you or the company may terminate it, at any time, with or without cause and without notice. You are also representing and warranting to CMP that you have disclosed to CMP in writing any and all agreements to which you are currently subject that in any way restrict your right to (a) solicit employees or customers of your former employer(s) or (b) compete in any manner with your former employer(s) (e.g. a non-solicitation, non-compete or restrictive covenant agreement). 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/ Lorin Crenshaw    10/22/21    Employment date: TBD   
Lorin Crenshaw    Date      

Exhibit 10.2

FORM OF FINAL RELEASE AND WAIVER OF CLAIMS

This FINAL RELEASE AND WAIVER OF CLAIMS (the “Agreement”) is by and between Compass Minerals International, Inc. (the “Company”) and S. Bradley Griffith (“You” or “Your”) (collectively, the “Parties”).

WHEREAS, You worked for the Company as Chief Commercial Officer in Overland Park, Kansas; and

WHEREAS, the Company and You have agreed to conclude Your employment with the Company on the terms set forth herein effective October 27, 2021 (the “Termination Date”).

NOW, THEREFORE, the Parties agree as follows:

1. Company Consideration. In exchange for the consideration You are providing under this Agreement, the Company (provided You timely sign and do not revoke this Agreement and this Agreement becomes effective) agrees to:

a. provide You a one-time lump sum severance payment equal to one (1) times Your annual base salary ($515,000) (less applicable deductions and withholdings), within 60 days after the Termination Date.

b. provide You a one-time lump sum payment of $360,500 (less applicable withholdings and deductions), representing Your target annual cash bonus relating to fiscal year 2022, within 60 days after the Termination Date.

c. pay you an amount equal to Your annual cash bonus relating to fiscal year 2021 (less applicable deductions and withholdings), based on actual fiscal year 2021 performance and determined by the Compensation Committee of the Company’s Board of Directors and paid in the same manner as annual cash bonuses relating to fiscal year 2021 are typically determined by the Compensation Committee of the Company’s Board of Directors and paid with respect to similarly situated employees, within 60 days after the Termination Date.

d. provide You a one-time lump sum payment of $42,202 (less applicable deductions and withholdings), representing one (1) times the amount equal to the aggregate premium cost to cover the existing coverage for You and your currently-enrolled eligible dependents for eighteen (18) months under the Company’s health, vision and dental plans in effect as of the Termination Date, within 60 days after the Termination Date.

e. provide You a one-time lump sum payment (less applicable withholdings and deductions) equal to the value of 21,158 shares of the Company’s stock underlying the restrictive stock units (“RSUs”) granted to You and that would have vested, pursuant to Section 4(c)(i)(A) of the Company’s Amended and Restated Executive Severance Plan effective as of May 15, 2020 (the “Severance Plan”), calculated based on the closing market price on the Termination Date and paid in exchange for the Company cancelling such vested RSUs, within 60 days after the Termination Date.

f. provide You with outplacement assistance through Lee Hecht Harrison for 12 months, provided activation occurs by December 1, 2021.


2. Your Consideration and Release. In exchange for the consideration the Company is providing under this Agreement, You agree as follows:

a. You release and waive, to the maximum extent permitted by law, and without exception, any and all known, unknown, suspected, or unsuspected claims, demands, or causes of action (collectively, “Claims”), arising at any time in the past up to and including the date You execute this Agreement, that You have or could have against the Company, as well as its past, present and future parents, subsidiaries, affiliates and all other related entities; its and their predecessors, successors and assigns; the past, present and future officers, directors, shareholders, trustees, members, employees, attorneys and agents of any of the previously listed entities; any benefits plan maintained by any of the previously listed entities at any time; and the past, present and future sponsors, insurers, trustees, fiduciaries and administrators of such benefit plans (collectively, “Affiliates”). The Claims You release and waive include but are not limited to:

(1) claims related to Your employment and the termination of Your employment with the Company or its Affiliates.

(2) claims under any federal, state, or local constitution, statute, regulation, ordinance, or other legislative or administrative enactment (as amended), including but not limited to:

 

   

The Age Discrimination in Employment Act, The Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, 42 U.S.C. §§ 1981–1988, the Civil Rights Act of 1991, the Equal Pay Act, the Pregnancy Discrimination Act, the Americans with Disabilities Act, the Rehabilitation Act, and the Genetic Information Nondiscrimination Act.

 

   

the Employee Retirement Income Security Act (except for any vested benefits under any tax qualified benefit plan).

 

   

the Family and Medical Leave Act.

 

   

the Fair Labor Standards Act.

 

   

the Sarbanes-Oxley Act.

 

   

the Occupational Safety and Health Act.

 

   

the Immigration Reform and Control Act.

 

   

the Worker Adjustment and Retraining Notification Act.

 

   

the Fair Credit Reporting Act.

 

   

the Consolidated Omnibus Budget Reconciliation Act (COBRA).

 

   

the National Labor Relations Act.

 

   

the Kansas Act Against Discrimination.

 

   

the Kansas Age Discrimination in Employment Act.

 

   

the Kansas Service Letter Statute.

 

   

the Kansas Workers’ Compensation Act.

 

   

Kansas state wage payment and work hour laws.

(3) claims for, based on, or related to discrimination, harassment, or retaliation; retaliation for exercising any right or participating or engaging in any protected activity; fraud or misrepresentation; violation of any public policy; workers’ compensation; the payment of compensation, benefits, sick leave, paid time off, or vacation; any bonus, health, stock option, retirement, or benefit plan; tort; contract; and common law.

(4) claims to recover costs, fees, or other expenses, including attorneys’ fees, incurred in any matter.

 

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Note 1: You are not releasing any claims that You cannot release or waive by law, including but not limited to the right to file a charge with, or participate in an investigation conducted by, any appropriate federal, state or local government agency. Further, nothing in this Agreement should be construed to prohibit You from such filings or participation. You are, however, releasing and waiving Your right, and the right of anyone claiming on Your behalf, to any monetary recovery should any government agency (such as the Equal Employment Opportunity Commission (“EEOC”), National Labor Relations Board (“NLRB”), Occupational Safety and Health Administration (“OSHA”), Securities and Exchange Commission (“SEC”) or Department of Labor (“DOL”)) pursue any claims on Your behalf. Notwithstanding this Note 1, nothing contained in this Agreement shall impede Your ability to report possible federal securities violations to the SEC and other governmental agencies (i) without the Company’s approval and (ii) without having to forfeit or forego any resulting whistleblower awards.

Note 2: You warrant and represent that (1) You have been paid all compensation due and owing through the Effective Date, including minimum wage, overtime, commissions, and bonuses; (2) You have not suffered any workplace injury or illness; (3) You are not aware of any illegal or fraudulent conduct by or on behalf of the Company or its Affiliates; (4) You have not been denied any requested time off or leave of absence or experienced any retaliation for requesting time off or a leave of absence; and (5) You are not aware of any facts that would substantiate a claim that the Company, or any of its Affiliates, has violated Your rights or the rights of any other employee in any way or with regard to any law, including but not limited to the claims You released and waived in this Agreement.

Note 3: Nothing in this Section 2 is intended to limit or restrict Your right to enforce this Agreement.

b. You shall reasonably cooperate with the Company and its Affiliates in any ongoing or future investigation or litigation as requested by the Company. This requirement does not limit Your right to file a charge with, or participate in, an investigation conducted by any appropriate federal, state or local government agency (such as the EEOC, NLRB, SEC, DOL or OSHA), nor does it require You to provide anything other than truthful information in good faith to the best of Your ability.

c. You will not disparage in any way, or make negative comments of any sort, about the Company or its Affiliates, their employees, customers, or vendors, whether orally or in writing, and whether to a third party or to an employee of the Company or its Affiliates. This prohibition does not limit Your right to file a charge with, or participate in, an investigation conducted by any appropriate federal, state or local government agency (such as the EEOC, NLRB, SEC, DOL or OSHA), or to provide truthful information while testifying under oath.

d. You agree that You will not, on Your own behalf or on behalf of any other person, file or initiate any civil complaint or suit against the Company or its Affiliates in any forum for any claims waived or released by this Agreement. If You violate this provision by filing such complaint or civil suit, and such filing is found to be a violation, the Company shall be entitled to recover and You shall be liable for the Company’s reasonable attorneys’ fees, expenses and costs of defending such litigation.

e. You agree that, as of the Termination Date, You resign any officer or director positions at the Company and any subsidiaries of the Company, effective as of the Termination Date.

 

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3. Business Records and Your Continuing Obligations. You represent that You have returned to the Company any and all property belonging to the Company, including but not limited to business records and documents relating to any activity of the Company or its Affiliates, files, records, documents, plans, drawings, specifications, equipment, software, pictures, and videotapes, whether prepared by You or not and whether in written or electronic form.

4. Confidentiality and Restrictive Covenant Agreements.

a. You understand that You remain bound by the Confidentiality and Assignment of Invention Agreement signed by You on February 13, 2017 and the Restrictive Covenant Agreement signed by You on May 15, 2020, and any other confidentiality, non-competition or non-solicitation agreements You signed during Your employment with the Company, which remain in full force and effect pursuant to their terms. You agree that the consideration provided to You under this Agreement shall serve as additional consideration for the continuing requirements and restrictions contained in such agreements.

b. You further understand and agree that the terms of this Agreement, and the circumstances and/or discussions leading to this Agreement, are confidential and that You will not disclose such terms or communicate the contents of this Agreement to any third-party, other than to Your immediate family members, attorneys, or accountants (provided that any such party to whom You disclose such information makes a promise, for the benefit of the Company, to keep such information confidential). Nothing in this Agreement shall preclude You from disclosing such information to any governmental taxing authorities or as otherwise required by law.

Note: Notwithstanding any other provision of this Agreement, or any other agreement, You will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that is made (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or (2) in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If You file a lawsuit for retaliation by the Company for reporting a suspected violation of law, You may disclose the Company’s trade secrets to Your attorney and use the trade secret information in a court proceeding so long as You (1) file any document containing the trade secret under seal and (2) do not disclose the trade secret, except pursuant to court order.

5. Your Further Agreements and Acknowledgements. You further agree or acknowledge:

a. You have carefully read and fully understand all of the provisions of this Agreement, which is written in a manner You clearly understand.

b. You are entering into this Agreement knowingly, voluntarily, and with full knowledge of its significance, and have not been coerced, threatened, or intimidated into signing this Agreement.

c. You received a copy of this Agreement to review on the Termination Date.

d. You have 21 days from the Termination Date to consider whether to accept this Agreement (although You may sign it at any time prior to the expiration of such 21-day review period, if You wish, in Your sole discretion). You may accept this Agreement by signing and returning the signed copy so that it is received by the Company (c/o Mary L. Frontczak at the Company’s corporate headquarters located at 9900 W. 109th Street, Suite 100, Overland Park, Kansas 66210) via hand-delivery, certified mail, overnight express mail or e-mail (legal@compassminerals.com) within the 21-day period following receipt of this Agreement.

 

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e. that further revisions or changes to this Agreement, whether material or immaterial, do not restart the running of the 21-day review period.

f. the Company advises You to consult with independent legal counsel regarding this Agreement.

g. the Company advises You to consult with an independent financial advisor regarding the tax treatment of any payments or benefits under this Agreement.

h. You may revoke your acceptance of this Agreement within 7 calendar days after You sign it by providing written revocation, during that time, to the Company (c/o Mary L. Frontczak at the Company’s corporate headquarters located at 9900 W. 109th Street, Suite 100, Overland Park, Kansas 66210) via hand-delivery, certified mail, overnight express mail or e-mail (legal@compassminerals.com) within the 7-day revocation period.

i. this Agreement shall be effective and enforceable on the 8th calendar day following the date You execute it, provided You do not earlier revoke it (the “Effective Date”).

j. the consideration the Company has provided in this Agreement exceeds anything to which You are entitled in connection with Your employment or Your departure from the Company, including under ERISA or Section 4 of the Severance Plan. You agree that You are not entitled for any reason, or under any other agreement with the Company or its Affiliates, including the Severance Plan, to receive any consideration other than, or in addition to, that which You are receiving under this Agreement (including any consideration that may otherwise be due to You by reason of Your termination by the Company for any reason).

k. neither the Company nor its Affiliates has made any representations or warranties to You regarding this Agreement, including the tax treatment of any payments or benefits under this Agreement, and neither the Company nor its Affiliates shall be liable for any taxes, interest, penalties, or other amounts owed by You.

l. You hereby represent to the Company that You are not a Medicare beneficiary, and no conditional payments have been made by Medicare to or on behalf of You, as of the date You executed this Agreement. You agree to indemnify, defend, and hold harmless the Company and its Affiliates from any Medicare-related claims, including but not limited to any liens, conditional payments, rights to payment, multiple damages, or attorneys’ fees.

6. The Parties’ Additional Agreements and Acknowledgements. The Parties further agree and acknowledge:

a. neither the existence of this Agreement nor anything in this Agreement shall constitute an admission of any liability on the part of You, the Company, or any of the Company’s Affiliates, the existence of which liability the Parties expressly deny.

b. except as provided herein, this Agreement contains the entire agreement between You and the Company with respect to the matters contemplated hereby, and no modification or waiver of any provision of this Agreement will be valid unless in writing and signed by You and the Company.

 

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c. this Agreement shall be construed in accordance with the laws of the State of Kansas, the federal and state courts of which shall have exclusive jurisdiction over all actions related to this Agreement.

d. this Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall constitute together one and the same Agreement, and a signed copy of this Agreement delivered by facsimile, pdf, e-mail or other means of electronic transmission is deemed to have the same legal effect as delivery of an original.

e. neither of the Parties is relying on any representation not contained herein; the Parties shall be considered joint authors in the event of any dispute concerning this Agreement, and no provision shall be interpreted against any of the Parties because of alleged authorship; this Agreement shall not be strictly construed by or against You, the Company, or any of the Company’s Affiliates; and the Parties’ intent is that this Agreement shall be interpreted as reasonable and so as to enforce the Parties’ intent and to preserve this Agreement’s purpose.

f. this Agreement is binding on, and inures to the benefit of, the Company’s successors and assigns and Your heirs, agents, executors, successors and assigns.

g. that the Company may assign this Agreement, including but not limited to Your releases and waivers, Your additional agreements or prohibitions, and any other confidentiality or restrictive covenant obligations or agreements signed by You, including those referenced in Section 4(a).

[The remainder of this page is intentionally blank]

 

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SIGNATURE PAGE

I have fully and carefully read and considered this Agreement and acknowledge that I understand it. I am signing this Agreement voluntarily with full knowledge I am waiving my legal rights and that I will be bound by all agreements, representations, and acknowledgements set forth herein:

 

Date: ______________    

 

      S. Bradley Griffith
    COMPASS MINERALS INTERNATIONAL, INC.
Date: ______________     By:  

 

      Name:
      Title:

 

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Exhibit 99.1

 

LOGO

FOR IMMEDIATE RELEASE

Compass Minerals Announces Senior Management Team Changes

Lorin Crenshaw Named Chief Financial Officer; Jamie Standen Named Chief Commercial Officer

OVERLAND PARK, Kan. (Oct. 27, 2021) Compass Minerals (NYSE: CMP), a leading global provider of essential minerals, today announced several changes to its senior management team to enable support of the company’s long-term strategic growth.

Bringing more than 25 years of diversified financial experience, including leadership positions in the lithium industry, Lorin Crenshaw is expected to join the company on Dec. 1, 2021, as chief financial officer. Crenshaw most recently served as chief financial officer at Orion Engineered Carbons S.A., a global supplier of specialty and high-performance carbon black, since 2019. Previously, Crenshaw served in several financial leadership roles from 2009 to 2019 at Albemarle Corporation, including as chief financial officer of Albemarle’s global lithium business from 2016 to 2019, and in prior years as treasurer and head of investor relations. Before his time at Albemarle, Crenshaw spent over 10 years as an equity and debt investor, respectively, at Citigroup Asset Management and PGIM Private Capital, formerly Prudential Capital Group. Crenshaw earned a Bachelor of Science in business administration from Florida A&M University and a Master of Business Administration from Columbia University.

At Compass Minerals, Crenshaw will be responsible for all aspects of financial management, including accounting, reporting, tax, internal audit, treasury, financial planning and analysis, and investor relations. Additionally, Crenshaw will lead the company’s global sourcing and procurement functions.

“Lorin’s broad financial expertise and lithium-specific experience combine to create an ideal skillset to help optimize shareholder value by fully leveraging our advantaged asset portfolio,” said Kevin S. Crutchfield, president and CEO. “I look forward to Lorin joining our team at this exciting time for Compass Minerals.”

Effective upon Crenshaw joining the company, Compass Minerals’ current chief financial officer, James D. “Jamie” Standen, will transition roles to serve as chief commercial officer. Serving as the company’s chief financial officer since 2017, Standen has held positions of increasing responsibility at Compass Minerals since first joining the company in 2006 as assistant treasurer. Prior to joining Compass Minerals, Standen spent six years in various roles at Kansas City Southern and two years with the public accounting firm Mayer Hoffman McCann P.C. He earned a Bachelor of Science in accounting with an emphasis in finance from the University of Kansas.

“I would put Jamie’s knowledge of our core business and markets up against anyone’s,” added Crutchfield. “He has created lasting value for the company at every position he’s held to date, and I have every confidence he’ll continue to do so in driving our commercial, innovation, logistics and customer service strategies as chief commercial officer.”


As a result of these appointments, Compass Minerals’ current chief commercial officer, Brad Griffith, has departed the company effective immediately to pursue other opportunities.

About Compass Minerals

Compass Minerals (NYSE: CMP) is a leading global provider of essential minerals focused on safely delivering where and when it matters to help solve nature’s challenges for customers and communities. Its salt products help keep roadways safe during winter weather and are used in numerous other consumer, industrial and agricultural applications. And its plant nutrition business manufactures products that improve the quality and yield of crops, while supporting sustainable agriculture. Additionally, its specialty chemical business serves the water treatment industry and other industrial processes. The company operates 15 production and packaging facilities with more than 2,000 employees throughout the U.S., Canada, Brazil and the U.K. Visit compassminerals.com for more information about the company and its products.

Forward Looking Statements

This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements about the company’s ability to fully leverage its asset portfolio. These statements are based on the company’s current expectations and involve risks and uncertainties that could cause the company’s actual results to differ materially. The differences could be caused by a number of factors including those factors identified in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the company’s Annual and Quarterly Reports on Forms 10-K and 10-Q, including any amendments, as well as the company’s other SEC filings. The company undertakes no obligation to update any forward-looking statements made in this press release to reflect future events or developments, except as required by law.

 

Media Contact    Investor Contact
Rick Axthelm    Douglas Kris
Chief Public Affairs and Sustainability Officer    Senior Director of Investor Relations
+1.913.344.9198    +1.917.797.4967
MediaRelations@compassminerals.com    krisd@compassminerals.com