Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Termination of Barry A. Ruffalo
On January 6, 2023, Astec Industries, Inc. (the "Company") announced that its
President and Chief Executive Officer, Barry A. Ruffalo, is leaving the Company,
effective immediately. The termination of Mr. Ruffalo's employment was without
"Cause" within the meaning of the Severance Agreement, dated as of December 31,
2021, by and between the Company and Mr. Ruffalo (the "Severance Agreement"),
which was previously filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q
filed by the Company on May 5, 2022, and the Company's other compensation and
benefits arrangements. In connection with his termination of employment, Mr.
Ruffalo also resigned as a member of the Company's Board of Directors (the
"Board"), effective immediately. Mr. Ruffalo's decision to step down from the
Board is not related to any disagreement between Mr. Ruffalo and the Company
with respect to the Company's operations, policies or practices.
The Company and Mr. Ruffalo have entered into a Separation Agreement and General
Release, dated as of January 6, 2023 (the "Separation Agreement"), in connection
with Mr. Ruffalo's departure. The Separation Agreement provides that, in
consideration of Mr. Ruffalo's execution and non-revocation of a release of
claims by Mr. Ruffalo in favor of the Company, Mr. Ruffalo will be entitled to
the benefits and payments he is entitled to receive pursuant to the Severance
Agreement due to a termination of his employment by the Company other than due
to Cause, in addition to any cash incentive compensation amount payable for
performance in 2022 based on the metrics adopted by the Company in connection
therewith, as ultimately determined by the Compensation Committee of the Company
in its discretion, payable at the time such payment would otherwise be payable
in the ordinary course.
The foregoing description of the Separation Agreement does not purport to be
complete and is qualified in its entirety by reference to the Separation
Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on
Form 8-K and incorporated herein by reference.
Appointment of Jaco van der Merwe as President and Chief Executive Officer and
Election to the Board
In connection with Mr. Ruffalo's departure, the Board appointed Jaco van der
Merwe, the Company's current Group President - Infrastructure Solutions, as
President and Chief Executive Officer, effective immediately. In connection with
Mr. van der Merwe's appointment by the Board as President and Chief Executive
Officer, in order to fill the vacancy created by Mr. Ruffalo's resignation from
the Board, the Board also appointed Mr. van der Merwe to serve as a Class I
director of the Company until the Company's annual meeting of stockholders to be
held in 2023.
Mr. van der Merwe, age 50, has served as Group President - Infrastructure
Solutions of the Company since January 2019 after having previously served as
Group President - Energy since August 2016. From 1998 until 2016, he held
various leadership positions at Epiroc (formerly part of Atlas Copco) including,
among others, Vice President Marketing for the Deephole Drilling group (2013 to
2016) and President/General Manager for the Mining and Rock Excavation Customer
Center (2010 to 2013). Mr. van der Merwe's career with Atlas Copco began as a
Quality Manager in 1998. Prior to joining Atlas Copco, he held various positions
at Denel Aviation.
There are no arrangements or understandings between Mr. van der Merwe and any
other person pursuant to which Mr. van der Merwe was appointed as Chief
Executive Officer and President of the Company or as a member of the Board. In
addition, there are no transactions directly or indirectly involving Mr. van der
Merwe that would be required to be disclosed pursuant to Item 404(a) of
Regulation S-K under the Securities Exchange Act of 1934, as amended.
To reflect Mr. van der Merwe's increased responsibilities as President and Chief
Executive Officer, his 2023 base salary will be increased from $400,000 to
$725,000, subject to annual review by the Compensation Committee of the Board,
and his 2023 annual incentive target amount will be increased from 60% to 100%
of his base salary, based on achievement of company and individual performance
goals. It is contemplated that the Board will make a determination in February
2023 regarding the equity incentive grants to be made to Mr. van der Merwe in
2023 following his appointment as President and Chief Executive Officer. Mr. van
der Merwe will not receive any additional compensation in respect of his service
on the Board.
Item 7.01. Regulation FD Disclosure
On January 6, 2023, the Company issued a press release announcing the Chief
Executive Officer transition and election of Mr. van der Merwe to the Board, a
copy of which is furnished as Exhibit 99.1 hereto and incorporated in this Item
7.01 by reference.
The information in this Item 7.01 and Exhibit 99.1 shall not be deemed "filed"
for purposes of Section 18 of the Exchange Act or otherwise subject to the
liabilities of that section. This information shall not be deemed to be
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific
reference to such disclosure in this Form 8-K in such a filing.
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Item 9.01. Financial Statements and Exhibits
(d)Exhibits
10.1 Separation Agreement, dated as of January 6, 2023, by and between Astec
Industries, Inc. and Barry A. Ruffalo
99.1 Press Release of Astec Industries, Inc. issued January 6, 2023
104 Cover Page Interactive Data File embedded within the Inline XBRL document
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