Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On November 10, 2021, the board of directors of the Company appointed Alexander
W. Pease as executive vice president and chief financial officer of WestRock
Company.
As part of the CFO transition plan, Ward H. Dickson stepped down as executive
vice president, chief financial officer of the Company, effective as of November
10, 2021. He will continue his employment with the Company until his retirement
on December 2, 2021. Mr. Dickson's retirement is not the result of any dispute
or disagreement with the Company's accounting principles or practices or
financial statements and disclosures.
Mr. Pease, age 50, has served as executive vice president and chief financial
officer of CommScope Holding Company, a global provider of infrastructure
solutions for communication and entertainment networks, since 2018. From 2016 to
2018, he served as executive vice president and chief financial officer of
Snyder's-Lance, Inc. Mr. Pease served as a principal at McKinsey & Company as a
leader in its global corporate finance and business functions practice from 2015
to 2016. From 2011 to 2015, he was senior vice president and chief financial
officer of EnPro Industries, Inc. Before joining EnPro, Mr. Pease worked at
McKinsey & Company and served in the U.S. Navy as a SEAL Platoon commander.
Mr. Pease is not a party to any (a) arrangement or understanding regarding his
selection as an officer and he has no family relationships with any director,
executive officer or person nominated or chosen by the Company to become a
director or executive officer of the Company or (b) transaction required to be
disclosed pursuant to Item 404(a) of Regulation S-K.
Mr. Pease will receive salary of $750,000, annual incentive awards with a target
value of $750,000 and long-term incentive awards with an expected target value
of $1,762,500, and will participate in other compensation and benefit programs,
at levels consistent with his position and scope of responsibility. The
Company's compensation and benefit plans are more fully described in the
"Compensation Discussion and Analysis" section of the Company's proxy statement
on Schedule 14A relating to its 2021 annual meeting of stockholders, filed with
the Securities and Exchange Commission on December 14, 2020, and incentive plans
and incentive plan agreements are included as exhibits to the Company's annual
report on Form 10-K for the year ended September 30, 2020. In connection with
Mr. Pease commencing employment with the Company, the Compensation Committee has
approved and Mr. Pease will receive a one-time cash payment of $585,000 and an
award of 85,590 shares of time-based restricted stock. The award of restricted
stock, which will vest in equal installments on the first, second and third
anniversaries of the grant date, is intended to compensate Mr. Pease for
outstanding equity awards granted by his former employer that he forfeited when
he resigned to join the Company. Likewise, the one-time cash payment is
intended to compensate Mr. Pease for the value of the annual bonus that he
forfeited when he resigned his employment with his former employer. In the
event that Mr. Pease voluntarily terminates his employment with the Company
during the twenty-four- month period immediately following the date he began his
employment with the Company, Mr. Pease will be required to repay on a pro-rata
basis the amount of such cash payment.
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