Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Brian A. Deck - Chief Executive Officer Appointment; Election of Director
On December 11, 2020, the Board of Directors (the "Board") of John Bean
Technologies Corporation (the "Company") appointed Brian A. Deck to serve as the
President and Chief Executive Officer of the Company, effective immediately. The
Board also increased the size of the Board to nine members and elected Mr. Deck
to serve as a Class III director to serve until the annual meeting of the
Company's stockholders to be held in 2023 and until a successor is elected and
qualified, also effective immediately. Alan Feldman will continue in his role as
Non-Executive Chairman of the Board.
Mr. Deck, 52, has served as the Company's Interim President and Chief Executive
Officer since June 23, 2020. He served as Executive Vice President and Chief
Financial Officer of the Company from May 2014 until September 24, 2020. Prior
to joining the Company, Mr. Deck served as Chief Financial Officer of National
Material L.P., a private diversified industrial holding company (since May
2011). He served as Vice President of Finance and Treasury (from November 2007
to May 2011) and as Director, Corporate Financial Planning and Analysis (from
August 2005 to November 2007) of Ryerson Inc., a metals distributor and
processor. Prior to his service with Ryerson, Mr. Deck had increasing
responsibilities with General Electric Capital, Bank One (now JPMorgan Chase &
Co.) and Cole Taylor Bank. Mr. Deck holds an MBA with a concentration in finance
from DePaul University in Chicago, and a Bachelor of Arts degree in economics
from the University of Illinois.
When Mr. Deck was appointed as Interim President Chief Executive Officer, his
bi-weekly salary was increased to an annual rate of $820,000 effective June 24,
2020, which annual rate has now been subsequently increased to $850,000
effective December 14, 2020. Mr. Deck's target percentage for the annual
management incentive plan ("MIP") incentive will remain at 75% for 2020 based on
his annual salary of $515,000 as in effect prior to his becoming Interim
President and Chief Executive Officer.
In connection with Mr. Deck's appointment, he will receive an additional $1.0
million in compensation for his service in 2020 in the form of a $500,000 cash
bonus and a time-based restricted stock award in the aggregate amount of
$500,000 that will vest in one year from the June 23, 2020 date of Mr. Deck's
initial appointment as Interim President and Chief Executive Officer. The
Compensation Committee of the Board has authorized this additional compensation
in recognition of the fact that Mr. Deck's target MIP bonus percentage for 2020
and his 2020 long-term incentive plan ("LTIP") award amounts have not, and will
not be, adjusted to take into account his elevation into the Interim President
and Chief Executive Officer role during 2020.
For 2021, Mr. Deck's target percentage for the annual MIP incentive will be
100%, and he will receive a LTIP award in 2021 in the amount of $2.5 million,
with the percentage of the LTIP award to be issued in performance-based
restricted stock units and/ or time-based restricted stock awards to be
determined at the time of grant by the Compensation Committee of the Board.
In connection with his appointment, the Board has approved the entry by Mr. Deck
into a new executive severance agreement with the Company in the same form as
other similarly-situated executives have entered with the Company, which form is
filed as Exhibits 10.10A and 10.10B to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 2019 (the "New Executive Severance
Agreement"). The New Executive Severance Agreement will supersede in its
entirety the prior Executive Severance Agreement between Mr. Deck and the
Company. The New Executive Severance Agreement contains terms that are
materially consistent with Mr. Deck's prior Executive Severance Agreement,
except that the New Executive Severance Agreement enhances the amount of
severance payment he is eligible to receive under certain termination scenarios
to a multiple of three times his base salary and MIP (compared to a prior
multiple of two times his base salary and MIP), and he will also receive three
years (rather than two) of vesting credit under the Company's nonqualified
retirement plans in the event of certain termination scenarios. Further, Mr.
Deck will receive enhanced benefits under the terms of the Company's Executive
Severance Plan (the "Executive Severance Plan") as a result of his appointment,
which plan was amended and restated as of May 15, 2020 and was filed as Exhibit
10.1 to the Company's Current Report on Form 8-K dated May 15, 2020.
The Company is not aware of any transactions or series of transactions between
Mr. Deck or any members of Mr. Deck's immediate family and the Company in which
Mr. Deck or his immediate family have, or will have, a direct or indirect
material interest since the beginning of the last fiscal year.
The terms of Mr. Deck's compensation arrangements with the Company are described
in the Offer Letter provided by the Company to Mr. Deck, dated as of December
11, 2020, which Offer Letter is filed hereto as Exhibit 10.1 and is incorporated
into this Item 5.02 by reference. Additionally, on December 14, 2020, the
Company issued a press release announcing Mr. Deck's appointment to the
President and Chief Executive Officer role. This press release is filed as
Exhibit 99.1 hereto.
Matthew Meister - Chief Financial Officer Appointment
On December 14, 2020, the Board appointed Matthew (Matt) J. Meister to serve as
Executive Vice President and Chief Financial Officer of the Company, effective
immediately. Mr. Meister has served as Vice President and Interim Chief
Financial Officer of the Company since September 24, 2020.
Mr. Meister, age 42, joined the Company in May 2019 as Vice President and Chief
Financial Officer for JBT Protein. Prior to joining the Company, Mr. Meister
served as Group Vice President, Health and Science Technologies, of IDEX
Corporation ("IDEX") from January 2019 to May 2019, as Group Vice President of
Finance and IT of IDEX from 2015 to January 2019 and as Vice President of
Finance and IT of IDEX from 2013 to 2015. Prior to joining IDEX in 2013, he held
various roles of increasing responsibility at Navistar International
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Corporation. Mr. Meister holds an MBA from The University of Chicago Booth
School of Business and an undergraduate degree in Finance and Operations
Management from Washington University in St. Louis.
When Mr. Meister was appointed as Interim Chief Financial Officer, his bi-weekly
salary was increased to an annual rate of $425,000 effective September 24, 2020,
which annual rate has now been subsequently increased to $440,000 effective
December 14, 2020. Mr. Meister's target percentage for the annual MIP incentive
will remain at 40% for 2020 based on his annual salary of $290,000 as in effect
prior to his becoming Interim Chief Financial Officer.
For 2021, Mr. Meister's target percentage for the annual MIP incentive will be
65%, and he will receive a LTIP award in 2021 in the amount of $550,000, with
the percentage of the LTIP award to be issued in performance-based restricted
stock units and/ or time-based restricted stock awards to be determined at the
time of grant by the Compensation Committee of the Board.
In connection with his appointment, the Board has approved the entry by Mr.
Meister into an Executive Severance Agreement with the Company in the same form
as other similarly-situated executives have entered with the Company, which form
is filed as Exhibits 10.10A and 10.10B to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 2019. Further, Mr. Meister will
become a participant in the Executive Severance Plan as a result of his
appointment.
The Company is not aware of any transactions or series of transactions between
Mr. Meister or any members of Mr. Meister's immediate family and the Company in
which Mr. Meister or his immediate family have, or will have, a direct or
indirect material interest since the beginning of the last fiscal year.
The terms of Mr. Meister's compensation arrangements with the Company are
described in the Offer Letter provided by the Company to Mr. Meister, dated as
of December 14, 2020, which Offer Letter is filed hereto as Exhibit 10.2 and is
incorporated into this Item 5.02 by reference. Additionally, on December 15,
2020, the Company issued a press release announcing Mr. Meister's appointment to
the Chief Financial Officer role. This press release is filed as Exhibit 99.2
hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
Offer Letter from John Bean Technologies Corporation to Brian Deck, dated as
10.1 of December 11, 2020.
Offer Letter from John Bean Technologies Corporation to Matthew Meister,
10.2 dated as of December 14, 2020.
99.1 Press Release Issued December 14, 2020.
99.2 Press Release Issued December 15, 2020.
Cover Page Interactive Data File (the cover page XBRL tags are embedded within
104 the Inline XBRL document).
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