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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): February 2, 2022
BENSON HILL, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-39835
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85-3374823
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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1001 North Warson Rd.
St. Louis, Missouri 63132
(Address of principal executive offices)
(314) 222-8218
(Registrant’s telephone number, including area code)
Not Applicable
(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:
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Title of each class
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Trading Symbol(s)
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Name of exchange on which registered
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Common stock, $0.0001 par value
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BHIL
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The New York Stock Exchange
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Warrants exercisable for one share of common stock at an exercise price of $11.50
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BHIL WS
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The 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 the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
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.
On February 2, 2022, DeAnn Brunts, Chief Financial Officer of Benson Hill, Inc. (the “Company”), and a member of the Board of Directors of the Company (the “Board”), notified the Company of her upcoming retirement and corresponding resignation from her position as Chief Financial Officer of the Company effective following the Company’s filing of its Annual Report on Form 10-K for the fiscal year ended December 31, 2021. Ms. Brunts will continue in her role as a Director of the Company following her retirement.
In anticipation of the effectiveness of Ms. Brunts’s retirement, the Company has appointed Dean Freeman (age 58) as the Company’s next Chief Financial Officer, with such appointment to occur concurrently with Ms. Brunts’s retirement. In order to facilitate Mr. Freeman’s transition into the position of Chief Financial Officer, on February 2, 2022, the Company hired Mr. Freeman as Executive Vice President, Finance. Prior to joining the Company, Mr. Freeman served as President and Chief Executive Officer of First Source Capital LLC, a commercial finance company Mr. Freeman founded in 2019 to serve the commercial real estate, trade finance, alternative finance, M&A and business finance markets. Prior to founding First Source Capital, from 2016 to 2019 Mr. Freeman served as Vice President, Finance, Information Technology, and Chief Financial Officer of GCP Applied Technologies Inc. (NYSE: GCP), a global provider of construction products technologies, since its separation from W.R. Grace & Co. in 2016, where Mr. Freeman served as Vice President, GCP Finance from 2015 to 2016. Before W.R. Grace & Co., from 2012 to 2015 Mr. Freeman was employed by Watts Water Technologies Inc. (NYSE: WTS), a global provider of water quality products and solutions for the residential, commercial and industrial real estate markets, were he served as interim President and Chief Executive Officer after serving as Executive Vice President and Chief Financial Officer. Mr. Freeman has also held senior finance and treasurer roles with Flowserve Corporation and The Stanley Works Corporation, in addition to financial and management roles of increasing responsibility with United Technologies Corporation and Alstom Power Services. Mr. Freeman earned his Master of Business Administration from Rensselaer Polytechnic Institute and his Bachelor of Science in Business Administration from the University of Connecticut.
In connection with Mr. Freeman’s appointment as Executive Vice President, Finance, Mr. Freeman will receive an annual base salary of $450,000, in addition to a one-time equity award of 300,000 restricted stock units subject to time-based vesting on an annual basis over a four-year term. Mr. Freeman will also be eligible to earn an annual incentive bonus pursuant to the terms of the Company’s annual team incentive plan, with a target opportunity equal to 50% of Mr. Freeman’s base salary, based upon both Company and individual performance. He will also be eligible to receive annual equity awards pursuant to the Company’s long-term incentive program targeted at 75% of Mr. Freeman’s base salary in effect at the time of the grant, subject to time-based and/or performance-based vesting over a four-year term. The Company will also provide Mr. Freeman certain relocation, temporary housing and travel assistance. If Mr. Freeman’s employment is terminated by the Company for reasons other than for cause or by Mr. Freeman for good reason, Mr. Freeman will be eligible for severance under the Company’s executive severance plan.
Item 7.01 Regulation FD Disclosure.
On February 8, 2022, the Company issued a press release announcing Ms. Brunts’s retirement as Chief Financial Officer and the hiring of Mr. Freeman. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference.
Limitation on Incorporation by Reference. The information contained in the press release attached hereto as Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act except as set forth by specific reference in such a filing.
Cautionary Note Regarding Forward-Looking Statements. Except for historical information contained in the press release attached as an exhibit hereto, the press release contains forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in the press release regarding these forward-looking statements.
Item 9.01 Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit No.
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Description
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99.1
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURES
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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BENSON HILL, INC.
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By:
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/s/ DeAnn Brunts
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DeAnn Brunts
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Chief Financial Officer
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Date: February 8, 2022
Exhibit 99.1
Benson Hill Announces CFO Transition with the Upcoming Retirement of DeAnn Brunts and Appointment of Dean Freeman as Next CFO
DeAnn Brunts to retire after filing of 2021 Form 10-K, will remain on the Benson Hill Board of Directors
ST. LOUIS, MO – February 8, 2022 – Benson Hill, Inc. (NYSE: BHIL) today announced that Dean Freeman, a seasoned finance executive with nearly 30 years of experience, will become Benson Hill’s next Chief Financial Officer. DeAnn Brunts has elected to return to retirement from her full-time executive role effective following the Company’s filing with the Securities and Exchange Commission of its 2021 Annual Report on Form 10-K. Brunts will remain on the Company’s Board of Directors, the original role she had when she joined Benson Hill in 2020.
Freeman officially joined Benson Hill as Executive Vice President of Finance on February 2 of this year and will work closely with Brunts over the next two months to ensure an effective transition.
“Dean brings the full breadth of financial and business acumen to Benson Hill, but beyond that, he has first-hand experience leveraging technology and innovation to modernize entrenched industries,” said Matt Crisp, Chief Executive Officer of Benson Hill. “His foresight, discipline, and growth mindset fit well with our culture as we execute our strategy and growth plans, creating value across an evolving food system."
Freeman brings nearly three decades of financial leadership and public company experience. Most recently, Freeman served as the President and CEO of First Source Capital, a commercial finance company he founded in 2019. Prior to that, he held roles as Chief Financial Officer at GCP Applied Technologies and interim Chief Executive Officer at Watts Water Technologies, each a publicly traded company on the New York Stock Exchange.
“I am thrilled to be joining Matt and the Benson Hill team during this important time in the Company’s history,” said Freeman. “I believe Benson Hill is well positioned for its next phase of growth, commercializing its current and future portfolio of innovative ingredient solutions to serve human food, aquaculture and pet food markets. I look forward to working with Matt and the rest of the leadership team to further enhance the Company's financial and operational performance.”
“We are very grateful for the role DeAnn has played at Benson Hill, most notably helping lead our transition into the public markets only months after joining us,” said Crisp. “We recruited DeAnn to the Board in 2020 and she graciously agreed to step out of retirement and into the CFO role. Her leadership, oversight and hard work have helped to position Benson Hill to be a category-defining player in the food system. We are pleased DeAnn will continue her service in the boardroom.”
“It has been both an honor and a privilege to work alongside Matt and the Benson Hill team this past year as CFO,” said Brunts. “Given the progress, and our accomplishments, I have decided, for purely personal reasons, to retire a final time. I am excited about Benson Hill’s future and look forward to remaining involved as a director on the Benson Hill Board of Directors. I will continue to support the Company as it executes its strategy and achieves its mission of creating food that’s made better from the beginning.”
Fourth Quarter and Full Year 2021 Results
In a separate press release issued yesterday, Benson Hill announced that it will release its financial results for the fourth quarter and full year ending December 31, 2021, before the markets open on Monday, March 28, 2022.
The Company will host a webcast to discuss the results at 8:30 a.m. Eastern Time, including a presentation by management followed by a Q&A session. The webcast can be accessed via a link on Benson Hill’s investor relations website at https://investors.bensonhill.com/.
About Dean Freeman
Dean Freeman is a seasoned executive with nearly three decades of financial leadership and public company experience. Most recently, Dean served as the President and CEO of First Source Capital, a commercial finance company he founded in 2019 to serve the commercial real estate, trade finance, alternative finance, M&A and business finance markets. Prior to starting First Source Capital, he served as Vice President, Finance, Information Technology, Chief Financial Officer at GCP Applied Technologies Inc., where he oversaw the company’s global financial planning, accounting, tax and treasury, investor relations and global information technology platform. Prior to GCP, he served as the Interim President & Chief Executive Officer and as Executive Vice President and Chief Financial Officer of Watts Water Technologies Inc. Prior to Watts, he co-led The Office of the Chief Financial Officer at Flowserve Corporation as its Senior Vice President of Finance and Treasurer, where he oversaw global treasury, financial and strategic planning, investor relations and divisional financial leadership. In addition, Dean has previously held leadership positions at United Technologies Corporation and Alstom Power Services.
About Benson Hill
Benson Hill moves food forward with the CropOS® platform, a cutting-edge food innovation engine that combines data science and machine learning with biology and genetics. Benson Hill empowers innovators to unlock nature’s genetic diversity from plant to plate, with the purpose of creating nutritious, great-tasting food and ingredient options that are both widely accessible and sustainable. More information can be found at bensonhill.com or on Twitter at @bensonhillinc.
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this press release may be considered “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements generally relate to future events or the Company’s future financial or operating performance and may be identified by words such as “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” or similar words. These forward-looking statements are based upon assumptions made by the Company as of the date hereof and are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements include, among other things, statements regarding our management strategy and our plans for growth, statements regarding our management transition, and statements regarding expectations relating to future performance and the Company’s outlook. Factors that may cause actual results to differ materially from current expectations include, but are not limited to, risks associated with our ability to successfully manage leadership and organizational changes, risks associated with retaining key members of our management team, risks associated with our ability to grow and manage growth profitably, our ability to execute our business plans and leverage our technology, our transition to becoming a public company, and other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in our filings with the Securities and Exchange Commission (“SEC”), which are available on the SEC’s website at www.sec.gov. We expressly disclaim any duty to update these forward-looking statements, except as otherwise required by law.
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Media Contact
Benson Hill
Melanie Bernds
314-605-6363
mbernds@bensonhill.com
Media Kit
Investor Contact
Ruben Mella
314-714-6313
rmella@bensonhill.com