0001433660FALSE00014336602022-08-152022-08-15
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| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
FORM 8-K
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| CURRENT REPORT |
| PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Date of Report (Date of earliest event reported): August 15, 2022
John Bean Technologies Corporation
(Exact name of registrant as specified in its charter)
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| Delaware | 001-34036 | 91-1650317 |
(State or other jurisdiction of
incorporation or organization) | (Commission File Number) | (I.R.S. Employer
Identification Number) |
70 West Madison Street, Suite 4400
Chicago, IL 60602
(Address of principal executive offices, including Zip Code)
(312) 861-5900
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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| Check the appropriate box below if the Forms 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | |
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
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| Securities registered pursuant to section 12(b) of the Act: | | |
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| Title of each class | | Trading symbol(s) | | Name of each exchange on which registered |
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| Common Stock, par value $0.01 per share | | JBT | | New York Stock Exchange |
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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 Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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| Emerging growth company | ☐ |
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| 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 | ☐ |
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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.
On August 15, 2022, Carlos Fernandez, Executive Vice President, President Diversified Food & Health, of John Bean Technologies Corporation (the “Company”) resigned from such position, effective October 1, 2022. Mr. Fernandez will transition into the role of Executive Vice President, Customer Sustainability and Market Development. Mr. Fernandez will no longer serve as an executive officer of the Company after his role is transitioned.
On August 16, 2022, the Board of Directors of the Company appointed Luiz “Augusto” Rizzolo to serve as the Company’s Executive Vice President, President Diversified Food & Health, effective October 1, 2022. Mr. Rizzolo currently serves as the Company’s President, Protein North America. In connection with and at the effective time of Mr. Rizzolo’s appointment to his new role, his annual salary will be increased to $415,000, his annual management incentive plan (“MIP”) target payout will be 60% of his base salary for 2023 (for 2022, targets will be pro-rated based on time served in each role), and he will receive a long-term incentive plan (“LTIP”) award in 2023 with an expected grant date value of $425,000. Mr. Rizzolo will become party to an Amended and Restated Executive Severance Agreement with the Company, effective upon his appointment to his new role, in the form of agreement previously filed by the Company with the Securities and Exchange Commission.
Mr. Rizzolo, age 44, joined the Company in September 2019 as the Vice President, General Manager of Protein North America Customer Care, becoming President, Protein North America in July 2020. From March 2018 to August 2019, he was the Group President, Specialty Retail Business at Marmon Holdings, Inc. Prior to that, Mr. Rizzolo worked at Illinois Tool Works from 2014 as VP/GM at various times of each of the Global Weight & Wrap Division and the North America Service Division, and at Whirlpool Corporation from March 2003 to January 2014 in positions of increasing responsibility. Mr. Rizzolo holds a B.Sc. in Mechanical & Industrial Engineering from Politecnico di Torino (Torino, Italy) and an Executive MBA from the University of Illinois Urbana-Champaign.
There are no arrangements or understandings between Mr. Rizzolo and any other persons pursuant to which he was selected as an officer of the Company, he has no family relationships with any of the Company’s directors or executive officers, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
A letter describing the changes to Mr. Rizzolo’s employment terms and compensation is attached as Exhibit 10.1 to this Current Report on Form 8-K. A Transition Agreement between Mr. Fernandez and the Company is attached as Exhibit 10.2 to this Current Report on Form 8-K. The foregoing descriptions of these agreements are qualified in their entirety by the full text of the agreements, which are incorporated herein by reference.
Additionally, on August 18, 2022, the Company issued a press release announcing Mr. Fernandez’s resignation and transition to a new role with the Company and Mr. Rizzolo’s promotion to Executive Vice President. This press release is filed as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit No. | | Description |
| 10.1 | | |
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| 10.2 | | |
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| 99.1 | | |
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| 104 | | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). |
SIGNATURE
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.
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| | | John Bean Technologies Corporation |
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| Date: August 18, 2022 | | By: | | /s/ Matthew J. Meister |
| | | Name | | Matthew J. Meister |
| | Title | | Executive Vice President, Chief Financial Officer and duly authorized officer |
| | | | | (Principal Financial Officer) |
Exhibit 10.1
John Bean Technologies Corporation
70 West Madison
Suite 4400
Chicago, IL 60602
Phone: 312/861-5900
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| To | Augusto Rizzolo | Date | August 11, 2022 |
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| From | Brian Deck | Cc | File |
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| Subject | Employment Offer | | |
I am very pleased to provide you with this letter confirming our offer to you for the position of EVP & President Diversified Food & Health, reporting to me, with an expected start date of October 1, 2022. We are excited for your continued leadership at JBT and to have you as a member of the Executive Leadership team. The elements of your compensation are itemized below.
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Annual Salary | $415,000 |
Target Cash Bonus | 60% |
Target Total Cash | $664,000 |
Annual Long-Term Incentive (equity) | $425,000 |
Total Target Compensation | $1,089,000 |
Change in Control Agreement & Executive Severance Plan | Attached |
Financial Planning | Up to $20,000 Annually |
Concierge Health Care | $5,000 Annually |
Effective Date | October 1, 2022 |
Your annual base salary will be $415,000, paid on a biweekly basis.
ANNUAL CASH BONUS
You will continue to be eligible to participate in the JBT Management Incentive Plan (MIP). Your JBT Management Incentive Plan (MIP) bonus target payout will be 60% of your base salary and will include BPI (75% weight) and PPI (25% weight) components. For your 2022 MIP payout, the BPI portion will be earned at the higher of your current compensation structure and BPI performance under your role as President of Protein North America, or a pro-rated BPI with 9 months as President, PNA and 3 months President of DF&H.
LONG-TERM INCENTIVES:
You will also continue to be eligible to participate in the John Bean Technologies Corporation Long Term Incentive Plan (LTIP) which provides for periodic equity awards at the discretion of the Board of Directors. Equity awards are determined annually by the Compensation Committee of the Board of Directors. Your annual award in 2023 will have an expected grant date value of $425,000.
You will also receive an equity award upon your effective date. This award will be granted on the first trading date of the month following your hire date, with a grant date value of $100,000 in time-based RSUs. This award will vest on the first trading date 36 months after the grant date.
All equity awards are forfeited if you are not an employee at the time of vesting other than as a result of death or disability, at which point all outstanding and unvested RSU’s will vest in full.
BENEFITS:
You will continue to be eligible for the JBT Health and Welfare benefits and the JBT Standard 401(k) plan which offers up to a 6.5% company match.
SEVERANCE AGREEMENT:
As an executive officer, you will be eligible to enter into an Executive Severance Agreement (the “Change in Control Agreement”) that extends benefits in the event JBT undergoes a qualified change in control action. The form of Change in Control Agreement you will execute upon starting with JBT is attached as Exhibit B.
You will also be eligible to participate in JBT’s Executive Severance Pay Plan (the “Severance Plan”) which includes 15 months of base salary, target bonus and compensation for costs associated with continuation of medical and dental benefits under COBRA, vacation pay, outplacement assistance and other benefits in connection with an involuntary termination. The plan agreement is attached as Exhibit C.
OTHER BENEFITS:
As an executive officer, JBT provides up to $20,000 annually to be used for financial planning and/or tax assistance. In addition, you will be eligible for an annual executive physical with an annual value of approximately $5,000.
CONDITIONS OF EMPLOYMENT:
Nothing in this letter shall interfere with the right of the Company to discharge any employee at any time, nor shall the agreement be construed so as to create a contract, promise or guarantee of employment for any specific term in any position or assignment.
AT-WILL EMPLOYMENT:
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 that it may be terminated by you or the Company, at any time, with or without cause and with or without notice. The preceding sentence supersedes any prior representations or agreements concerning your employment by the Company, written or oral. You understand and agree that no manager or other employee of the Company has the authority to alter the at-will nature of your employment, except the President of the Company, who can only do so if in writing.
We know your continued association with our Company will be personally and professionally rewarding and that you will contribute in many ways to the overall effectiveness of the Executive Leadership team. Please sign and return a copy of this letter acknowledging your acceptance. Do not hesitate to ask us if you have any questions regarding this offer of employment.
Augusto, congratulations, and I look forward to working with you.
Sincerely,
/Brian A. Deck/
Brian A. Deck
President and Chief Executive Officer
I Accept This Offer on the Terms Indicated
/Augusto Rizzolo/ 8/12/2022
Signature Date
Exhibit 10.2
TRANSITION AGREEMENT
This Transition Agreement (this “Agreement”) is entered into between Carlos Fernandez (“Fernandez”) and John Bean Technologies Corporation (the “Company”) as of August 15, 2022.
I.TRANSITION
Fernandez is currently serving as Executive Vice President, President Diversified Food & Health of the Company, and as a member of the Executive Leadership Team of the Company. Fernandez has informed the Company of his desire to cease serving in such roles and of his interest in continuing his employment with the Company in another role. Fernandez and the Company agree that it is in the best interest of Fernandez and the Company for Fernandez’s employment relationship with the Company to transition under the terms set forth below:
Fernandez hereby resigns from his position as Executive Vice President, President Diversified Food & Health, and as a member of the Executive Leadership Team, effective October 1, 2022 (the “Transition Date”).
Effective on the Transition Date, Fernandez will assume the position of Executive Vice President, Customer Sustainability & Market Development, reporting to the Company’s Chief Executive Officer, performing such duties as are assigned to him by the Company’s Chief Executive Officer. The terms of Fernandez’s employment in this role will be as specified in a separate offer letter signed by Fernandez on or before August 15, 2022 (the “New Agreement”). For a period of six months after the Transition Date, Fernandez shall also provide such transitional assistance to his successor as President Diversified Food & Health as is from time to time requested by such successor and the Company’s Chief Executive Officer.
Fernandez’s employment as Executive Vice President, Customer Sustainability & Market Development, shall continue so long as is mutually desirable to the Company and Fernandez, but the continuation of this role or any other role Fernandez may assume in the Company will be formally reconsidered on June 1, 2023 (the “Assessment Date”) provided Fernandez remains an employee of the Company at such time. This Agreement shall not be construed to create or imply a contract of employment for any fixed or certain period of time and Fernandez remains an employee “at will” and may voluntarily leave the employ of Company at any time, for any reason or no reason (with or without cause), and conversely may be terminated by the Company at any time with or without cause or reason or notice.
II.IMPACT ON BENEFITS, ROLES AND RESPONSIBILITIES
In consideration of the benefits provided under the New Agreement, effective on the Transition Date, the Executive Severance Agreement between the Company and Fernandez dated September 11, 2017 will be terminated, and Mr. Fernandez will no longer be entitled to any of the benefits described in that agreement. Fernandez will also no longer be a beneficiary of the Company’s Amended and Restated Executive Severance Pay Plan dated May 15, 2020, effective on the Transition Date. Fernandez will retain his existing Company-provided automobile, life and disability insurance benefits, financial and tax planning reimbursement benefits and executive health benefits at existing levels and subject to continuing satisfaction of related benefit requirements. Although Fernandez will no longer serve as a corporate officer of the Company, he will retain his existing positions as a director or officer of certain Company subsidiaries until appropriate actions are completed which are required to remove him from those roles (execution of agreements and completion of local requirements).
Fernandez further agrees to take such actions as are requested from time to time by the Company’s Secretary to effectuate his resignation as an executive officer of the Company and as a director or officer of any of the Company’s subsidiaries to which he has been appointed during his employment with the Company.
The parties further agree that this Agreement will not negatively impact Fernandez’s: (i) entitlement to benefits accrued under the John Bean Technologies Corporation Salaried Employees’ Retirement Program, the John Bean Technologies Corporation Savings and Investment Plan, the John Bean Technologies Corporation Salaried Employees’ Equivalent Retirement Plan, the John Bean Technologies Corporation Non-Qualified Savings and Investment Plan; or (ii) any of Fernandez’s other vested benefits under any other employee benefit plans not listed in (i) and except as expressly modified herein, all of which shall be payable in accordance with the terms of the respective plans.
III.PUBLICITY
The Company and Fernandez will prepare mutually agreeable statement(s) to be used to announce Fernandez’s transition of roles at the Company, at time(s) to be agreed upon by the parties, subject to any requirements under securities disclosure regulations.
IV.INTELLECTUAL PROPERTY AND RESTRICTIVE COVENANTS AGREEMENT
In consideration of the benefits provided under the New Agreement, and as a condition precedent to its effectiveness, Fernandez agrees to execute and deliver an agreement in the form attached hereto as Exhibit A confirming his undertakings with respect to the Company’s intellectual property and certain restrictive covenants to be observed during and after his employment with the Company.
V.GENERAL PROVISIONS
The validity of this Agreement shall be construed under Illinois law. This Agreement constitutes the complete and total agreement between the Company and Fernandez with respect to issues addressed herein and supersedes and replaces any and all prior understandings and agreements (written, oral, or implied) regarding all matters addressed herein. However, this Agreement shall not in any way affect, modify, or nullify any agreement Fernandez has entered into with the Company which obligates him to protect the Company’s confidential information, refrain from competing with the Company, or soliciting Company employees or customers after his employment ends, including, but not limited to, such restrictions as contained in the Restrictive Covenant Agreement.
The parties mutually understand and agree that this Agreement does not constitute any admission of fault, responsibility or liability on the part of Fernandez or the Company. The parties further agree and acknowledge that this Agreement is based solely upon the unique circumstances involved and has no precedential value whatsoever regarding other past, current or future employees of the Company.
Fernandez represents that he is not relying on any other agreements or oral representations not fully expressed in this document. Fernandez agrees that this Agreement shall not be modified, altered, or discharged except by a written instrument signed by the Company’s Chief Executive Officer or Executive Vice President, Human Resources (or their designees), except as set forth in the last two sentences of this paragraph. The headings in this document are for reference only, and shall not in any way affect the meaning or interpretation of this Agreement. Fernandez further agrees that this document may be used as evidence in a subsequent proceeding in which the Company or he alleges a breach of this Agreement or as a complete defense to any lawsuit. Other than this exception, Fernandez agrees that this Agreement will not be introduced as evidence in any administrative proceeding or in any lawsuit. Fernandez and the Company agree that if any provision of this Agreement is held invalid in any respect by a court of competent jurisdiction, it shall not affect the validity of any other provision of this Agreement. Further, Fernandez and the Company agree that if any provision of Section VII of this Agreement is held by a court of competent jurisdiction to be unreasonable as to time, scope or otherwise, it shall be construed by limiting and reducing it so as to be enforceable under applicable law.
IN WITNESS WHEREOF, the parties hereto have executed this Transition Agreement as of the date first written above.
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CARLOS FERNANDEZ
/Carlos Fernandez/ Signature | JOHN BEAN TECHNOLOGIES CORPORATION
/Brian Deck/ By: Brian Deck Chief Executive Officer |
Exhibit 99.1
News Release JBT Corporation
70 W. Madison
Suite 4400
Chicago, IL 60602
For Release: Immediate
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| Investors & Media: Media: | Kedric Meredith | +1 312 861 6034 |
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JBT Corporation Announces New Appointments for Carlos Fernandez and Augusto Rizzolo
CHICAGO, August 18, 2022 – JBT Corporation (NYSE: JBT), a global technology solutions provider to high-value segments of the food and beverage industry, announced today that Carlos Fernandez has been appointed Executive Vice President, Customer Sustainability and Market Development. Concurrently, Augusto Rizzolo has been promoted to Executive Vice President and President, Diversified Food and Health, a division of the company’s FoodTech segment. Both positions are effective October 1, 2022.
“I am excited to announce that Carlos Fernandez, currently Executive Vice President and President, Diversified Food and Health, is stepping into a newly created executive role that partners with our customers to support their sustainability goals, while enhancing new product and end market development opportunities in support of growth,” said Brian Deck, President and Chief Executive Officer. “As part of our Elevate 2.0 strategy, JBT’s goal is to ensure our customers have the right technology and solutions to meet the evolving demands of the food and beverage industry and achieve their sustainability goals. Carlos’ extensive knowledge of the food production industry and deep customer relationships make him the ideal fit for this position.”
“As Carlos transitions to his new role, I am pleased to announce the promotion of Augusto Rizzolo to Executive Vice President and President, Diversified Food and Health,” added Deck. “Augusto is a valuable addition to the executive team as he has demonstrated exceptional leadership and business acumen, making a significant impact on financial and operational performance as a business leader for JBT.”
Since July 2020, Augusto has led JBT’s Protein North America business. He joined JBT in September 2019 where he served as Vice President, Customer Care for Protein North America. Augusto has extensive experience in international and cross functional business and process improvements, engineering, marketing, product development, and operations, having held various roles at Marmon Holdings, ITW, and Whirlpool. Augusto holds a BSc in Mechanical and Industrial Engineering from Politecnico di Torino and an MBA from the University of Illinois Urbana-Champaign.
