513 material Form 8-K filings that 427 companies we cover made with the SEC in November 2024, each read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). All of them were written later, when past filings were added: a selection, not every 8-K of the month (see the note below).
CorVel founder V. Gordon Clemons retired effective November 26, 2024, as an employee, director and Chairman of the Board. Chief Executive Officer Michael G. Combs was appointed to the board and elected Chairman the same day, so the chief executive now also chairs the board.
Clemons founded CorVel in 1988 and served as chairman since the company's 1991 initial public offering, after 37 years of service.
Clemons and the company agreed to terminate his employment agreement and covenant not to compete; the filing says the retirement does not reflect a disagreement on operations, policies or practices.
Combs is not expected to receive additional compensation for serving as a director or chairman.
Clemons will continue to be available to Combs as an outside consultant, having advised Combs since 2017.
Semtech Corporation said board member Rockell N. Hankin resigned effective immediately, notifying the board on November 26, 2024. The company said the resignation was not due to any disagreement with the company or the board. The filing reports no successor appointment or other board changes.
Rockell N. Hankin resigned from the Semtech board effective immediately.
Hankin notified the board of his decision on November 26, 2024.
The company states the resignation was not due to any disagreement with Semtech or the board.
The filing was signed by CFO Mark Lin on November 27, 2024.
Wynn Resorts said General Counsel Ellen Whittemore will move to an Executive Vice President role on December 1, 2024, and retire on January 31, 2025, as previously announced. The board appointed Jacqui Krum as Executive Vice President, General Counsel and Secretary effective December 1, 2024, so the legal leadership role changes hands during the transition.
Ellen Whittemore transitions to Executive Vice President effective December 1, 2024
Whittemore retires from the company on January 31, 2025
Jacqui Krum appointed Executive Vice President, General Counsel and Secretary effective December 1, 2024
Ziff Davis appointed Lori Tansley as its new Chief Accounting Officer, effective December 2, 2024, succeeding Bret Richter, who had been interim principal accounting officer and remains Chief Financial Officer. Tansley previously served as SVP and Chief Accounting Officer at Ankura Consulting Group, and the filing describes her employment terms, including a $400,000 base salary.
Lori Tansley appointed Chief Accounting Officer and principal accounting officer, effective December 2, 2024
Base salary of $400,000 and annual target bonus of $200,000; one-time equity award worth about $250,000 at grant
Bret Richter resigns as interim principal accounting officer but continues as Chief Financial Officer
Tansley previously was SVP and Chief Accounting Officer at Ankura Consulting Group from March 2021 to July 2024
Burlington Stores, Inc. said its Board elected Shira Goodman, former Chief Executive Officer of Staples, Inc., as a director effective January 1, 2025, and appointed her to the Audit Committee on the same date. The filing states her standard 2024 non-management director compensation, and it does not describe any change to the company's executive officers or financial results.
Board elected Shira Goodman on November 20, 2024, effective January 1, 2025, and appointed her to the Audit Committee effective the same date
Compensation: $95,000 annual Board retainer, $18,000 annual retainer for non-chair Audit Committee service, and an annual restricted stock unit award with a grant date value of $170,000
Goodman was Staples, Inc. CEO from September 2016 to January 2018 and is currently on the boards of CarMax, Inc. and CBRE Group, Inc.
Announced by press release dated November 26, 2024 (Exhibit 99.1)
Q2 Holdings, Inc. said its Board appointed John E. Breeden, previously Chief Operating Officer, as Chief Delivery Officer, effective November 25, 2024. The company said the change better aligns the role with its strategic focus on delivering and making its solutions available.
John E. Breeden moved from Chief Operating Officer to Chief Delivery Officer.
Board appointment and effective date: November 25, 2024.
The filing does not disclose compensation changes or a replacement COO.
Realty Income Corporation filed a Form 8-K on November 26, 2024, reporting a Director or Officer change under Item 5.02 and attaching a Deferred Compensation Plan as Exhibit 10.1. The filing text provided does not name any officer or director or describe the change in detail, so the plan's terms and the identity of the affected person cannot be determined from this document alone.
Filed November 26, 2024, under Items 5.02 (Director or Officer Change) and 9.01 (Financial Statements and Exhibits)
Exhibit 10.1 is the Realty Income Corporation Deferred Compensation Plan
Signed by Bianca Martinez, Senior Vice President, Associate General Counsel and Assistant Secretary
PTC Inc. disclosed that director Janesh Moorjani resigned from its Board of Directors on November 25, 2024, and will serve through November 29, 2024. The company said the resignation was for personal reasons tied to a recent change in his employment, not a disagreement with the company.
Janesh Moorjani resigned from the PTC board on November 25, 2024.
He will continue to serve as a director through November 29, 2024.
The filing states the resignation was not due to any disagreement with the company on operations, policies, or practices.
Middlesex Water Company named Gregory Sorensen as Vice President and Chief Operating Officer, effective December 16, 2024, as part of succession planning and organizational realignment. He reports directly to the President and Chief Executive Officer and will oversee engineering and operations functions. The filing also discloses that Engineering executive G. Christian Andreasen is retiring.
Sorensen's base salary is $475,000 per year, with a target annual equity grant of 30% of base salary beginning in 2025.
He receives a supplemental equity grant of shares valued at $120,000, which fully vest one business day after award.
Sorensen was most recently President, West Region, at Liberty Utilities, with regulated utility revenue of over $400 million under his oversight.
The company also announced the retirement of G. Christian Andreasen, Vice President, Enterprise Engineering.
Ally Financial said Chief Risk Officer Jason E. Schugel moved into a Senior Operating Adviser role effective November 20, 2024, and Stephanie N. Richard was appointed Chief Risk Officer at the same time. Under a transition agreement dated November 25, 2024, Schugel stays on until March 31, 2025 or earlier departure, with a $700,000 lump-sum payment and full vesting of certain equity awards.
Stephanie N. Richard appointed Chief Risk Officer effective November 20, 2024
Jason E. Schugel transitioned to Senior Operating Adviser; Transition End Date on or before March 31, 2025
Schugel to receive a $700,000 lump-sum cash payment after the Transition End Date
2024 incentive awards to be no less than 80% of his $1.85 million target, subject to conditions
Abercrombie & Fitch appointed Robert Ball as Senior Vice President and Chief Financial Officer, effective November 20, 2024, replacing Scott Lipesky, who remains Executive Vice President and Chief Operating Officer. The board also adopted amendments to the company's bylaws on stockholder proposals, nominations and share issuance, effective the same date.
Robert Ball, who joined the company in 2003, was appointed CFO effective November 20, 2024, with an annual base salary of $500,000 and a 60% target incentive opportunity starting in fiscal 2025.
Scott Lipesky ceased to be CFO and principal accounting officer as of November 20, 2024, and will continue as Executive Vice President and Chief Operating Officer.
Joseph Frericks was named principal accounting officer, effective November 20, 2024.
Bylaw amendments add a rule that stockholders soliciting proxies must use a color other than white for their proxy card, and revise advance notice requirements for proposals and director nominations.
CVB Financial Corp. appointed Sheryl P. Laygo, its Senior Vice President and Controller since October 2021, as Senior Vice President and Chief Accounting Officer effective November 20, 2024. She succeeds Francene LaPoint, whose resignation takes effect November 22, 2024; the CFO, E. Allen Nicholson, remains principal financial officer.
Sheryl P. Laygo, age 44, appointed Chief Accounting Officer effective November 20, 2024
Laygo previously served as Senior Vice President, Corporate Controller at Pacific Premier Bank from August 2017 to September 2021
Francene LaPoint announced her resignation on October 21, 2024, effective November 22, 2024
E. Allen Nicholson continues as Executive Vice President and Chief Financial Officer and principal financial officer
A10 Networks said Executive Vice President of Worldwide Sales and Marketing Karen Thomas resigned on November 18, 2024, effective December 31, 2024. The company said no disruption to current operations or outlook is expected, and Ms. Thomas will stay on to help with transition matters.
Resignation dated November 18, 2024, effective December 31, 2024
Severance of approximately $300,000 in a lump sum, subject to withholdings and a release
Company to pay COBRA health coverage premiums for nine months and any 2024 bonus earned, payable March 2025
On November 19, 2024, Nextracker's board approved two executive severance plans for executives at the level of executive vice president or above, including the CEO. The plans set cash severance, bonus, equity vesting and benefits terms that apply if an executive is terminated without cause or resigns for good reason, with a separate, richer set of terms during the period around a change in control.
Board approved the plans on November 19, 2024, on the recommendation of the Compensation and People Committee.
Outside a change in control, the CEO receives 2 times base salary plus target bonus; other covered executives receive 1 times.
Change-in-control plan covers terminations from 6 months before to 24 months after a change in control, with the CEO receiving 2 times base salary plus the greater of target or actual annual bonus.
Full plan text will be filed with the Form 10-Q for the quarter ending December 31, 2024.
AECOM said director Lydia H. Kennard informed the Board on November 19, 2024, that she will not stand for reelection at the 2025 Annual Meeting of Stockholders. The company said her decision is due to personal reasons and not a disagreement over its operations, policies or practices. She will remain a director and a member of the Nominating and Governance Committee until her term expires at that meeting.
Kennard notified the Board on November 19, 2024; the 8-K was dated November 22, 2024.
She will not stand for reelection at the 2025 Annual Meeting of Stockholders.
The company states the decision is due to personal reasons, not a disagreement with the company.
She continues as a director and Nominating and Governance Committee member until her term ends at the Annual Meeting.
Northwest Bancshares' Compensation Committee approved amended and restated employment agreements for CEO Louis Torchio and CFO Douglas Schosser on November 20, 2024, and approved a restricted stock unit award to Mr. Torchio valued at $2,000,000 on the grant date. The board also amended the bylaws to update annual meeting location, date and time and allow remote-only meetings. The changes affect executive pay and severance terms, while the bylaw change is administrative.
CEO Louis Torchio receives restricted stock units with a grant value of $2,000,000, vesting after a fourth anniversary of the grant date, to be granted on or before December 31, 2024
Amended executive agreements expand the noncompete to 12 months and clarify that a notice of non-renewal counts as Good Reason
Board adopted Amendment No. 1 to the Bylaws effective November 20, 2024, allowing annual meetings to be held partially or solely by remote communication
First Financial Bankshares said its board appointed David Bailey, currently Executive Vice President and Chief Banking Officer, as President of the company and First Financial Bank, a role previously held by CEO F. Scott Dueser. Dueser will remain Chief Executive Officer and Chairman of both entities, so the change adds a senior executive role rather than replacing the top leader.
Board appointed David Bailey as President on November 19, 2024; changes take effect January 1, 2025
Bailey, age 41, has been Executive Vice President and Chief Banking Officer since March 2024
F. Scott Dueser continues as Chief Executive Officer and Chairman of the Board of both the company and the bank
The filing reports no family relationships or related-party transactions involving Bailey
Polaris Inc. said Stephen L. Eastman, its president of Parts, Garments, and Accessories (PG&A) and Aftermarket, will retire effective December 31, 2024, after notifying the company on November 19, 2024. His responsibilities will be spread across other company leaders starting January 1, 2025, and he will remain in a strategic advisory role with unchanged pay until his departure.
Stephen L. Eastman, President of PG&A and Aftermarket, will retire effective December 31, 2024.
His responsibilities will be distributed to other leaders within the company effective January 1, 2025.
Eastman will serve in a strategic advisory role and continue to receive his current compensation.
The filing also states his departure is expected to occur in December 2025, which conflicts with the December 31, 2024 retirement date.
APi Group's Chief Financial Officer, Kevin Krumm, will leave the company effective December 13, 2024, to pursue another professional opportunity. David Jackola, currently CFO and Vice President of Transformation at APi International, will serve as interim CFO until a successor is named, and the company has started a search. The company also reaffirmed its 2024 net revenue and adjusted EBITDA guidance, which it had first given on October 31, 2024.
Kevin Krumm, Executive Vice President and Chief Financial Officer, resigns effective December 13, 2024.
David Jackola, 45, becomes interim CFO; he has been CFO of APi International since November 2022.
Jackola will receive a $25,000 monthly cash stipend and a one-time restricted stock unit grant valued at $500,000, vesting in three equal annual tranches.
2024 net revenue and adjusted EBITDA guidance reaffirmed; the company plans another update in mid-December.
Donnelley Financial Solutions, Inc. disclosed that director Jeffrey Jacobowitz resigned from its Board of Directors and all committees, effective November 19, 2024. The company said the resignation was not due to any disagreement with the company, and he had served on the board since February 2019.
Jeffrey Jacobowitz resigned from the Board and all committees, effective November 19, 2024
The filing states the resignation was not the result of any disagreement with the company
Jacobowitz had served on the Board since February 2019
Insperity announced in August 2024 that Chief Financial Officer Douglas S. Sharp would retire effective November 15, 2024. On that date the company entered a consulting agreement with Mr. Sharp to help with the transition of his responsibilities through March 31, 2025. The change in the top finance role is a leadership transition that shareholders may track, though the filing does not describe any change in financial results.
Douglas S. Sharp, Executive Vice President of Finance, Chief Financial Officer and Treasurer, retires effective November 15, 2024.
Consulting agreement dated November 15, 2024 runs through March 31, 2025 and pays $10,000 per month.
Agreement includes a non-compete and non-solicitation period lasting until twenty-four months after the agreement ends.
BGC Group said Chairman and CEO Howard W. Lutnick has been nominated by President Donald J. Trump as U.S. Secretary of Commerce, and that he intends to step down from his BGC positions upon U.S. Senate confirmation. Lutnick said he expects to recommend that John Abularrage, Jean-Pierre Aubin, and Sean Windeatt be named Co-CEOs of BGC effective upon his confirmation, and BGC expects no changes to its existing corporate structure.
Lutnick nominated as the 41st U.S. Secretary of Commerce; the company announcement is dated November 21, 2024.
He intends to step down from BGC, Cantor, and Newmark upon Senate confirmation and divest those interests.
He expects to recommend John Abularrage, Jean-Pierre Aubin, and Sean Windeatt as Co-CEOs of BGC.
BGC expects no changes to its corporate structure and will disclose further details at a later date.
Oceaneering International's board promoted Benjamin M. Laura, currently Senior Vice President and Chief Innovation Officer, to Senior Vice President and Chief Operating Officer, effective January 1, 2025. The filing discloses a senior management change but no financial results, guidance, or compensation terms for the new role.
Promotion effective January 1, 2025; announced by the board on November 21, 2024
Laura, age 45, has been Senior Vice President and Chief Innovation Officer since October 2022 and joined the company in 2014
Prior roles include Senior Vice President, Offshore Projects Group (May 2020 to October 2022) and Baker Hughes Vice President and Managing Director for Baker Hughes do Brasil
CEO Roderick A. Larson said Laura's experience and record as a change leader make him an ideal fit for the COO role
ADMA Biologics disclosed that Bryant E. Fong resigned from its Board of Directors and all committees effective immediately, to devote more time to his outside roles. The filing states there were no disagreements with the company, and Mr. Fong had served on the board since 2012. The company also named committee replacements, which matters to shareholders because it changes who oversees audit and governance.
Bryant E. Fong resigned effective immediately on November 19, 2024, citing more time for outside roles at Biomark Capital Fund and Stonepine Capital Management
Mr. Fong had served on the board since 2012 and was Chairman of the Audit Committee
Young T. Kwon, PhD was appointed Audit Committee Chairman and designated an audit committee financial expert on November 19, 2024
Steven A. Elms joined the Audit Committee; Alison C. Finger joined the Governance and Nominations and Compensation Committees
Trane Technologies said its Executive Vice President and Chief Technology and Sustainability Officer, Paul A. Camuti, will retire effective December 31, 2024. He will stay in the role through year-end to ensure a smooth leadership transition, and the company said his departure is not related to any disagreement on financial reporting, controls, accounting, auditing, or policies.
Paul A. Camuti notified the company on November 20, 2024 of his retirement
Retirement is effective December 31, 2024; he remains in his role until then
He oversees technical strategy, innovation practices, and sustainability efforts
The company cited 13 years of service and said the departure is not due to any disagreement
J&J Snack Foods said Shawn Munsell will become Senior Vice President and Chief Financial Officer effective December 2, 2024, replacing Ken Plunk, who is retiring and will support the transition through the end of 2024. Munsell will have overall responsibility for the company's corporate financial operations, and his offer letter sets a $500,000 base salary and a target bonus of 75% of base salary. A change in CFO matters to shareholders because the role oversees all of the company's financial functions.
Shawn Munsell becomes SVP and Chief Financial Officer effective December 2, 2024, succeeding Ken Plunk, whose retirement was announced in June 2024.
Offer letter: $500,000 base salary, 75% target bonus, and a $50,000 sign-on bonus net of taxes, repayable if employment ends within the first twelve months.
Annual long-term incentive restricted stock unit awards valued at $400,000 under the company's current LTIP.
Munsell was CFO of Calavo Growers from June 2022 and previously led finance and accounting for Tyson Foods' chicken segment from 2018 to 2022.
Acadia Pharmaceuticals said Executive Vice President, Chief Operating Officer and Head of Commercial Brendan Teehan was involuntarily terminated without Cause, effective immediately. Mr. Teehan will stay on as a non-executive employee through December 31, 2024 to help transfer his duties to a successor, and CEO Catherine Owen Adams will assume his responsibilities until one is appointed.
Brendan Teehan's executive role ended effective immediately, per an agreement dated November 18, 2024
Teehan remains a non-executive employee until December 31, 2024 to assist with the transition
CEO Catherine Owen Adams will assume his responsibilities until a successor is appointed
The filing does not name a successor or state the reason for the termination
Assurant named Kevin Warren, former chief marketing and customer experience officer at UPS, to its Board of Directors and its Compensation and Talent Committee, effective January 15, 2025, subject to customary regulatory approval. Two directors are also leaving the board: Lawrence V. Jackson will retire at the 2025 annual meeting, and Paget L. Alves will resign effective January 15, 2025 to become CEO of Sorenson.
Kevin Warren joins the board and Compensation and Talent Committee effective January 15, 2025, subject to customary regulatory approval.
Warren served as chief marketing and customer experience officer at UPS from 2018 to 2024 and spent 34 years at Xerox Corporation.
Lawrence V. Jackson retires effective at the 2025 annual meeting of stockholders.
Paget L. Alves resigns from the board effective January 15, 2025 to become CEO of Sorenson.
Horace Mann Educators disclosed that Kimberly Johnson, its Senior Vice President, Controller and Principal Accounting Officer, plans to retire effective January 3, 2025. Chief Financial Officer Ryan Greenier will take on the Principal Accounting Officer role when she retires, so the change is administrative and does not alter the company's financial results.
Kimberly Johnson, SVP, Controller and Principal Accounting Officer, plans to retire effective January 3, 2025
Johnson joined the company in 2002 as Assistant Controller and became Vice President and Controller in April 2017
Ryan Greenier, Executive Vice President and CFO, will become Principal Accounting Officer upon her retirement
PSEG's Organization and Compensation Committee adopted amendments on November 18, 2024, to its Key Executive Severance Plan and Deferred Compensation Plan as part of a periodic compensation review. The KESP change expands eligible positions to include designated Section 16 Officer positions, and the DCP change extends Core Contribution benefits to certain non-officer highly-compensated employees.
Both amendments were adopted November 18, 2024 and took effect the same day.
KESP amendment adds designated Section 16 Officer positions to Schedule A, excluding one officer currently on Schedule B.
DCP amendment provides Core Contribution benefits to certain highly-compensated non-officer employees, not only officers.
Amended plans are filed as Exhibits 10.1 (KESP) and 10.2 (DCP); the filing gives no dollar figures.
LegalZoom appointed Nathan Gooden as an independent Class I director effective November 19, 2024, and named him to the Audit and Compensation Committees. The Board expanded to six directors, five of whom are independent, and Mr. Gooden currently serves as chief financial officer of Squarespace, Inc.
Appointed as independent Class I director effective November 19, 2024, serving until the 2025 Annual Meeting
Also appointed to the Audit Committee and the Compensation Committee
Board size increased to six directors; five of six are independent
Company expects to enter an indemnification agreement with Mr. Gooden
On November 13, 2024, Adtalem's board unanimously elected President and CEO Stephen W. Beard as chairman, so he now holds both roles, succeeding Michael W. Malafronte, who remains on the board as lead independent director. The same day, shareholders elected all ten director nominees and approved the PricewaterhouseCoopers LLP auditor ratification and an advisory vote on executive compensation. The filing names Adtalem Global Education Inc. (NYSE: ATGE), not Covista Inc. (CVSA) as shown in the filing header.
November 13, 2024: board unanimously elected CEO Stephen W. Beard as chairman, effective immediately; Malafronte becomes lead independent director.
Annual meeting, November 13, 2024: all ten directors elected; Beard received 33,253,740 votes for and 66,330 against.
PricewaterhouseCoopers LLP ratification passed with 33,848,340 for and 629,766 against; advisory executive pay vote passed with 31,744,452 for and 847,326 against.
Moog announced two leadership changes. Chief Operating Officer Mark Trabert plans to retire as COO effective December 31, 2024, and remain an Executive Vice President until retiring in February 2025. Director Brian J. Lipke plans to retire from the Board before the 2025 annual shareholder meeting after 21 years of service.
Mark Trabert retires as COO effective December 31, 2024, after a 40-year career with Moog; he stays as EVP until February 2025
Operating Group Presidents will report directly to CEO Pat Roche once Trabert's COO role ends
Brian J. Lipke intends to retire from the Board immediately before the 2025 annual meeting after 21 years as director
Triton International said John O'Callaghan, Executive Vice President and Global Head of Field Marketing and Operations, will retire from that role effective December 31, 2024, and will remain as Executive Vice President, Director through the end of 2026 and join the Board effective January 1, 2025. Filip De Bruin, a Triton employee for over 30 years, will become Senior Vice President, Global Marketing and Field Operations on January 1, 2025. The filing describes this as part of long-term succession planning and does not report any financial results or figures.
John O'Callaghan retires from his current role effective December 31, 2024, and stays as Executive Vice President, Director through the end of 2026
O'Callaghan joins Triton's Board of Directors effective January 1, 2025
Filip De Bruin becomes Senior Vice President, Global Marketing and Field Operations effective January 1, 2025, reporting to CEO Brian Sondey
De Bruin will keep managing key customer relationships and take on oversight of lease marketing and field operations globally
On November 18, 2024, GameStop increased its board from five to six members and appointed Nathaniel Turner as a director, with a term expiring at the 2025 Annual Meeting. Turner is also CEO and Chairman of Collectors Holdings, whose Profession Sports Authenticator (PSA) division has a collaboration with GameStop, so the appointment adds a board seat tied to a business relationship. The filing says transactions under that collaboration have totaled approximately $1.53 million since it began in October 2024.
Board expanded from five to six members; Turner's term expires at the 2025 Annual Meeting of Stockholders.
Turner was not appointed to any board committees and will receive no compensation for serving as a director.
Turner is CEO and Chairman of Collectors Holdings, which entered a PSA collaboration with GameStop in October 2024.
Turner owns up to a 10% equity interest in PSA; approximate transaction value with GameStop since the collaboration began is $1.53 million.
CVS Health increased its board from 12 to 16 members on November 17, 2024, appointing Leslie Norwalk, Larry Robbins, Guy Sansone and Doug Shulman, after discussions with activist investor Glenview Capital Management. The company also entered a confidentiality agreement with Glenview that includes customary standstill and non-disparagement terms, and the filing describes compensation changes for two senior executives.
Board expanded from 12 to 16 members; Norwalk, Robbins, Sansone and Shulman appointed November 17, 2024
Company agreed to nominate all four for election at the 2025 annual meeting of stockholders
Glenview standstill restrictions remain in effect until 30 days before the stockholder nomination window for the 2026 annual meeting
Premium-priced stock options with grant date values of $12,000,000 for CEO J. David Joyner and $6,000,000 for Prem S. Shah, granted November 30, 2024
Air Products said directors David H.Y. Ho and Matthew H. Paull will retire and not stand for re-election at the 2025 Annual Meeting of Shareholders, and its board approved two new nominees, Bhavesh V. "Bob" Patel and Alfred Stern. The filing reports no financial results; for shareholders, the change affects board composition, which will remain at nine directors, six of whom will have been appointed in the last five years.
Ho and Paull notified the company on November 17, 2024, and both have served as directors since 2013
Retirements take effect immediately after the conclusion of the 2025 Annual Meeting
Nominees Patel and Stern would take their board seats as of the Annual Meeting date if elected
Patel is a former CEO of W.R. Grace and LyondellBasell; Stern is CEO and Executive Board Chairman of the OMV Group
Landstar announced that Joseph Beacom, its Vice President and Chief Safety and Operations Officer, will become President of Landstar System Holdings, Inc. and its agent-based transportation services companies effective December 1, 2024. Matthew Miller, an Executive Vice President at a Landstar subsidiary, was promoted to succeed Beacom in his former role on the same date. The filing lists salary and bonus terms for both executives, which are routine management changes with no financial results reported.
Joseph Beacom becomes President of Landstar System Holdings, Inc. effective December 1, 2024, with base salary rising to $400,000 and a threshold target bonus of 80% of salary.
Beacom stays in the President role through the end of 2025, then becomes Special Advisor to the CEO until March 1, 2026, with no bonus for fiscal 2026.
Matthew Miller is promoted to Vice President and Chief Safety and Operations Officer effective December 1, 2024, with base salary rising to $300,000 and a threshold target bonus of 50% of salary.
Beacom's Key Executive Employment Protection Agreement will terminate December 28, 2025, and he receives no new equity grants after November 15, 2024.
Watsco's board-approved amendment to Chairman and CEO Albert H. Nahmad's employment agreement raises the maximum potential performance-based stock award for 2024 from $10.0 million to $20.0 million. The award is payable only as restricted stock with cliff vesting on October 15, 2032, and the filing says no other terms changed.
Maximum 2024 performance-based stock award for CEO Albert H. Nahmad increased from $10.0 million to $20.0 million
Award is payable solely as restricted stock with cliff vesting on October 15, 2032
Amendment entered into November 14, 2024; the filing states no other changes to the employment agreement
Valley National Bancorp's board appointed Nitzan Sandor, Senior Executive Vice President and Chief Legal Counsel of Bank Leumi, as a director on November 14, 2024. She replaces Dafna Landau as Bank Leumi's designee under the Investor Rights Agreement, and the board deemed her independent. The filing describes a board seat change and committee assignments rather than a change in financial results.
Nitzan Sandor appointed director on November 14, 2024, serving until the next annual shareholder meeting
Board determined Ms. Sandor is independent and assigned her to the Nominating, Governance and Corporate Sustainability Committee and the Risk Committee
Ms. Sandor replaces Dafna Landau as Bank Leumi's designee under the Investor Rights Agreement dated April 1, 2022
Ms. Sandor will receive compensation under the non-employee director program described in the April 5, 2024 proxy statement
Avery Dennison said Chief Financial Officer Gregory Lovins began a medical leave of absence on November 14, 2024, and ceased serving as principal financial officer as of that date. The Board named Senior Vice President and Chief Strategy and Corporate Development Officer Danny G. Allouche as interim CFO, effective November 15, 2024, and he will keep his current role.
Gregory S. Lovins began a medical leave of absence on November 14, 2024.
Danny G. Allouche, age 50, was elected Senior Vice President and Interim Chief Financial Officer effective November 15, 2024.
The filing does not state how long the interim appointment will last.
Allouche's compensation is unchanged: base salary of ILS 1,680,000 (about $450,000), 50% target annual incentive and 120% target long-term incentive.
Principal Financial Group said Deanna Strable, its president and chief operating officer, will become chief executive officer effective January 7, 2025, succeeding Dan Houston, who has held the role since 2015. Houston will remain executive chairman, and Strable will join the Board in January 2025. The filing discloses pay terms for both executives and that Strable's spouse, a vice president and chief actuary, plans to retire.
Deanna Strable, 55, becomes CEO effective January 7, 2025, and will also serve as Class III Board member; she remains president.
Dan Houston retires as CEO but continues as executive chairman, with a $1,100,000 base salary and 375% target annual incentive.
Strable's CEO pay includes a $1,000,000 base salary, 300% target annual incentive and an $8,500,000 long-term incentive target in restricted stock units.
Dwight Soethout, Strable's spouse and vice president-chief actuary, plans to retire after a transition period; he received $738,787 in 2023 compensation.
NexPoint Residential Trust said CFO Brian Mitts resigned effective December 31, 2024, and will remain on the board. Paul Richards, 36, will become CFO and David Willmore, 39, Chief Accounting Officer, both effective January 1, 2025, a planned leadership transition under a separation agreement that sets payments and equity award changes for Mitts.
Brian Mitts resigned as CFO, Executive VP-Finance, Secretary and Treasurer effective 11:59 p.m. Central Time on December 31, 2024, and continues as a director
Paul Richards appointed CFO, Executive VP-Finance, Treasurer and Assistant Secretary effective January 1, 2025
David Willmore appointed Chief Accounting Officer, Assistant Treasurer and Assistant Secretary effective January 1, 2025
Adviser NREA will pay Mitts two $200,000 separation payments, on February 28, 2025 and August 29, 2025
Coherent Corp. amended and restated the inducement performance stock unit award agreement for its new Chief Financial Officer, Sherri R. Luther, on November 14, 2024. The only change is that the relative total shareholder return performance period now begins July 1, 2024, instead of her start date of October 11, 2024, which the company says aligns the awards with fiscal 2025 PSUs granted to other executives. The filing is an administrative compensation change with no reported financial figures.
Amended award covers inducement PSUs granted to CFO Sherri R. Luther, whose start date was October 11, 2024.
Relative total shareholder return performance period now begins July 1, 2024, the first day of the current fiscal year.
Other terms remain as described in the Company's Form 8-K filings of October 11 and October 16, 2024.
Amended and restated award agreement is filed as Exhibit 10.1.
Curtiss-Wright said its general counsel and corporate secretary, Paul J. Ferdenzi, is retiring at year-end, with George P. McDonald, previously Deputy General Counsel, taking over both roles effective November 13, 2024. The change follows the company's formal succession plan and does not involve any financial figures in the filing.
Paul J. Ferdenzi stepped down as General Counsel and Corporate Secretary effective November 13, 2024, and remains a Vice President until December 31, 2024.
George P. McDonald becomes Vice President, General Counsel and Corporate Secretary effective November 13, 2024, reporting to Chair and CEO Lynn M. Bamford.
McDonald joined the company in February 1999 as Associate General Counsel and became Deputy General Counsel in May 2024.
National HealthCare Corporation said director W. Andrew Adams intends to retire from its Board of Directors after 32 years of service, effective at the conclusion of the 2025 annual meeting on May 8, 2025. The company said the decision did not involve any disagreement, and Adams does not serve on any board committees.
W. Andrew Adams notified the company on November 7, 2024 of his intent to retire from the Board.
Retirement takes effect at the conclusion of the 2025 annual shareholder meeting, scheduled for May 8, 2025.
Adams served 32 years and does not sit on any Board committees.
The filing states the decision involved no disagreement with the company.
Blackstone director Kelly A. Ayotte notified the company on November 8, 2024 that she will resign from its board, effective November 14, 2024, after being elected governor of New Hampshire. The board will shrink from nine members to eight at that time.
Kelly A. Ayotte gave notice on November 8, 2024 of her intention to resign from the Blackstone board.
Her resignation takes effect November 14, 2024.
Effective the same date, the board size drops from nine members to eight.
The filing says Blackstone and the board thanked her for her contributions.
Amentum Holdings approved a Key Employee Severance Plan, new equity award agreements, and employment agreements with Steven J. Demetriou, John E. Heller, Stephen Arnette and Travis B. Johnson, effective November 6, 2024. The filing sets out severance multiples, change-in-control protections and an initial two-year term for Mr. Demetriou as Executive Chair with a $1,250,000 base salary, and the text is cut off before the remaining agreement terms.
Severance Plan effective November 6, 2024; severance multiplier is 1.5 for the CFO and COO and 1 for other participants
Change-in-control protection covers involuntary terminations from three months before to 24 months after a change in control
Equity awards would vest in full on an involuntary termination during a change in control, with performance conditions deemed met at target
Mr. Demetriou's Executive Chair initial term runs two years from September 27, 2024, with a $1,250,000 annual base salary
Director Daniela A. Mielke resigned from The Bancorp's board effective November 10, 2024, to pursue other business opportunities, and the filing states the resignation was not due to any disagreement with the company. The board reduced its size from ten directors to nine, effective November 12, 2024.
Daniela A. Mielke resigned from the board effective November 10, 2024, citing other business opportunities
Filing states no disagreement with the company, management, or the board led to the resignation
Board size reduced from ten directors to nine, effective November 12, 2024
TransUnion disclosed that director William P. Bosworth will resign from its board effective December 31, 2024, saying the decision did not involve any disagreement with management or the board. The board also cut its size from 11 to ten members effective January 1, 2025, and Executive Vice President Timothy J. Martin, Chief Global Solutions Officer, plans to retire in September 2026 with a successor search underway.
William P. Bosworth notified the company on November 6, 2024 of his intent to resign as a director, effective December 31, 2024
Board voted on November 8, 2024 to reduce its size from 11 to ten members, effective January 1, 2025
Timothy J. Martin, Chief Global Solutions Officer, notified the company on November 11, 2024 of his plan to retire in September 2026; he stays in his role until a successor is named
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