295 material Form 8-K filings that 257 companies we cover made with the SEC in December 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).
SL Green Realty agreed on December 27, 2024 to extend Chief Executive Officer and Chairman Marc Holliday's term for three and a half years through July 18, 2028, with the new employment agreement effective January 18, 2025. The agreement sets a $1.4 million base salary, a $5 million annual time-based LTIP award and a $5 million performance-based LTIP award, along with a $10 million casino bonus tied to a possible hotel/casino conversion at 1515 Broadway.
Term extended to July 18, 2028, effective January 18, 2025, with automatic one-year renewals unless either party gives notice
Base salary of $1,400,000 per year; target annual cash bonus of 200% of base salary
Grant of 217,917 Class O LTIP units on December 27, 2024, with an approximate grant date value of $4.5 million
Potential $10,000,000 one-time cash bonus if 1515 Broadway is converted into a hotel/casino and milestones are met
On December 27, 2024, Texas Roadhouse entered into new employment agreements with six senior officers, including CEO Jerry Morgan, effective January 8, 2025, with initial terms ending January 7, 2028. The filing sets 2025 base salaries, target bonuses tied to EPS growth and pre-tax profits, and large equity grants, including performance-based awards with EPS growth targets through 2027.
CEO Jerry Morgan's 2025 base salary is $1,400,000, with a target bonus of $1,400,000 and a maximum of $2,800,000.
Morgan's 2025 restricted stock units are valued at $2,100,000, and his performance-based restricted stock units have a target value of $6,300,000.
Performance-based awards use EPS growth targets of 10% (2025), 21% (two-year) and 33% (three-year) versus fiscal 2024.
Agreements supersede prior contracts, and severance pay is tied to termination events, with enhanced terms after a change in control.
Palomar Holdings entered into a new executive employment agreement with CEO and Board Chair Mac Armstrong, effective January 1, 2025, extending his employment term through January 1, 2029. The filing sets his base salary, bonus targets, long-term incentive award and severance terms, including enhanced benefits tied to a change in control.
Base salary of $1,250,000 per year, with an annual target bonus of 175% of base salary and a maximum of 350% of base salary.
Annual long-term incentive award with a target value of 300% of base salary, subject to Compensation Committee approval.
Severance equal to 200% of base salary plus target bonus, paid over 24 months, if terminated without Cause or for Good Reason; certain equity accelerates on a change in control.
NexPoint Residential Trust said CFO Brian Mitts is resigning from his finance roles effective 11:59 p.m. Central Time on December 31, 2024. The Board appointed Paul Richards as CFO and David Willmore as Chief Accounting Officer, both effective 12:00 a.m. Central Time on January 1, 2025, so shareholders will see a change in the company's senior finance leadership. The filing does not state a reason for the resignation.
Brian Mitts resigns as CFO, Executive VP-Finance, Secretary and Treasurer, effective 11:59 p.m. Central Time, December 31, 2024.
Paul Richards, 36, becomes CFO, Executive VP-Finance, Treasurer and Assistant Secretary, and principal financial and accounting officer, effective 12:00 a.m. Central Time, January 1, 2025.
David Willmore becomes Chief Accounting Officer, Assistant Treasurer and Assistant Secretary, effective 12:00 a.m. Central Time, January 1, 2025.
Richards has been CFO of VineBrook Homes Trust, Inc. since August 2024; the filing states he has no material interest in related-person transactions requiring disclosure.
Century Communities, Inc. entered into amended and restated employment agreements with Dale Francescon and Robert J. Francescon, effective January 1, 2025. The changes replace the company's Co-Chief Executive Officer structure with Robert J. Francescon as Chief Executive Officer and President and Dale Francescon as Executive Chair, and remove retirement payments and benefits in favor of an optional part-time strategic advisor role.
Robert J. Francescon becomes Chief Executive Officer and President, effective January 1, 2025
Dale Francescon becomes Executive Chair, effective January 1, 2025, ending the Co-Chief Executive Officer structure
Retirement definition and related payments and benefits are eliminated; executives may instead serve as part-time strategic advisors to the Board
Amended agreements were signed December 27, 2024 and filed as Exhibits 10.1 and 10.2
ServiceNow amended employment agreements with Chairman and CEO William R. McDermott, CFO Gina Mastantuono and Chief People Officer Jaqueline Canney, effective January 1, 2025, to incorporate a new Executive Severance Policy. The policy standardizes severance payments and benefits for the executive leadership team, including enhanced payments tied to a change in control.
Agreements dated December 24, 2024; amendments take effect January 1, 2025
Change-in-control terms: 2 times salary plus target bonus for the CEO and 1.5 times for other eligible employees, with 100% vesting of time-based RSUs
Non-change-in-control CEO severance: cash equal to annual base salary, actual bonus, and 12 months of COBRA coverage
Filing does not state a dollar value of potential payments
First Hawaiian, Inc. said Vice Chairman and Chief Operating Officer Christopher L. Dods submitted his resignation from the company and First Hawaiian Bank on December 20, 2024, effective March 31, 2025. The filing does not name a successor, and the company said Dods will work with management through the first quarter of 2025 to ensure a smooth transition.
Resignation submitted December 20, 2024; effective March 31, 2025
Dods held the positions of Vice Chairman and Chief Operating Officer at both the company and First Hawaiian Bank
Dods will continue working with management through the first quarter of 2025 for a transition
CEO Bob Harrison thanked Dods and cited his role in modernizing the bank and its digital experience
Lamb Weston's Board appointed Chief Operating Officer Michael J. Smith as President and Chief Executive Officer, effective January 3, 2025, succeeding Thomas P. Werner, who steps down from the role and the Board on that date. Werner will serve in a non-executive advisory role through August 31, 2025. The filing describes a leadership transition from an internal candidate and sets out compensation terms for both executives.
Smith, age 48, has been Chief Operating Officer since May 2023 and joins the Board as CEO effective January 3, 2025.
Smith's compensation includes a $1,000,000 annual base salary and a target annual bonus of 150% of base salary under the AIP.
Smith's target long-term incentive opportunity is approximately $5,250,000, starting with fiscal 2026 stock awards.
Werner's advisory period runs through August 31, 2025, at an annual rate of $550,000, with full vesting of his outstanding stock-based awards.
On December 23, 2024, David J. Aldrich resigned from Allegro MicroSystems' board of directors, as Board Chairperson, and from the Compensation and Nominating and Governance committees, effective the same day. The filing says the resignation was not the result of any disagreement with the company or its management over operations, policies or practices, and it does not name a successor.
Resignation effective December 23, 2024, from the board, Chairperson role and two board committees
Roles affected: Board Chairperson, Compensation Committee member, Nominating and Governance Committee member
Filing states no disagreement with the company or management on operations, policies or practices
Chipotle's Compensation, People and Culture Committee approved the 2025 pay package for Scott Boatwright, who was promoted from interim to permanent Chief Executive Officer. The package raises his base salary, target annual cash incentive and equity award value, which matters to shareholders as a disclosed increase in top executive compensation.
Base salary rises to $1,100,000 from $1,000,000 for his interim role.
Target annual cash incentive rises to 200% of base salary from 115%.
Beginning in 2025, annual equity awards with an aggregate grant date value of $13,000,000, subject to shareholder-approved equity plans.
Committee approved the package on December 17, 2024; promotion was previously reported on November 11, 2024.
BancFirst's board approved a request from Executive Chairman David E. Rainbolt to change his status to non-executive Chairman of the Board, effective January 1, 2025. The filing describes this as a change in role rather than a departure, and it does not name a successor or mention any change to compensation.
Board approved the request on December 19, 2024
Rainbolt moves from Executive Chairman to non-executive Chairman of the Board
Change takes effect January 1, 2025
Filing does not name a new executive chairman or CEO
Renasant amended the employment agreements of CEO C. Mitchell Waycaster and President and COO Kevin D. Chapman on December 17, 2024. Under the amendment, consistent with a previously announced succession plan, Waycaster will step down as CEO on May 1, 2025 while remaining Executive Vice Chairman, and his agreement now runs to April 30, 2027. Shareholders are affected by a leadership transition and by changes to executive pay and change-in-control terms.
Waycaster steps down as CEO on the May 1, 2025 Transition Date and remains Executive Vice Chairman; his time commitment is capped at 60% of his prior time.
On the Transition Date, Waycaster's base salary drops to 60% of its prior level, and his 2026 PBRP participation ends.
Waycaster received a $100,000 retention bonus, plus equity awards of $700,000 for 2025 and $170,000 for 2026.
Chapman's change-in-control severance multiple rises from 2.5 to 2.99 if he is terminated within two years after a change in control.
Travel + Leisure CFO Michael Hug notified the company on December 16, 2024, that he intends to retire during fiscal 2025, effective on the earlier of a mutually agreed date after a successor is found or June 1, 2025. The company says the decision was not due to any disagreement and has started a search with an executive search firm, which will consider internal and external candidates.
Michael A. Hug, CFO, notified the company on December 16, 2024 of his intent to retire in fiscal 2025.
Retirement effective on the earlier of a mutually agreed date after a successor is identified or June 1, 2025.
Hug will remain CFO until his retirement date; the company has begun a search for a successor.
Fabrinet USA entered an amended and restated offer letter with President and COO Dr. Harpal Gill on December 19, 2024. The letter confirms his $1,100,000 base salary and sets out terms for a successor COO search and severance, which shareholders may want to note as a change in executive compensation and succession terms.
Base salary confirmed at $1,100,000; annual cash bonus opportunity of at least 95% of base salary
Gill must help recruit and train a successor COO, to start by the earlier of December 31, 2027, or six months after any notice period begins
Either party may end employment with one year's written notice; severance includes a lump sum and accelerated vesting of RSU awards, conditioned on a separation agreement and release
Merit Medical President Joseph Wright resigned effective January 3, 2025, after the company received allegations about his conduct that its independent directors investigated with outside counsel. The company says the allegations were unrelated to its operations or financial performance, and CEO Fred Lampropoulos was re-appointed as President.
Joseph C. Wright resigned on December 16, 2024, effective January 3, 2025, under a Separation Agreement and Release of All Claims.
Wright will forfeit stock options and performance stock units other than vested options and eligible PSUs as of the resignation date.
Fred P. Lampropoulos, age 75, the company's CEO since 1987, was re-appointed President; the filing states his compensation has not changed.
The filing says the allegations were unrelated to Merit's operations or financial performance; Lampropoulos is Wright's brother-in-law.
Expedia Group appointed Scott Schenkel, a former eBay CFO, as its chief financial officer, effective the day after the company files its 2024 Form 10-K, expected on or about February 7, 2025. Julie Whalen remains CFO until that transition date, so the change is a planned succession rather than an abrupt departure.
Scott Schenkel, 56, previously served as interim CEO of eBay from September 2019 through April 2020 and as eBay's CFO from 2015 to 2019
Schenkel's employment with Expedia, Inc. is expected to start December 30, 2024; CFO role takes effect the day after the 10-K filing
Annual base salary of $1,000,000, a $3,000,000 signing bonus on the start date, and a $2,200,000 bonus on December 15, 2025
Initial grant of 87,163 restricted stock units, with target annual equity awards of $10,000,000 beginning in 2025
KBR said Chair Lester Lyles will retire from its board at the 2025 annual meeting, and the board will shrink from ten to nine members. Byron Bright will become chief operating officer in May 2025, overseeing Government Solutions and Sustainable Technology Solutions, and CEO Stuart Bradie will succeed Lyles as Chair. The filing describes these as leadership changes and does not report any financial results.
General Lyles, a director since 2007 and Chair since 2019, will retire effective at the conclusion of the 2025 Annual Meeting.
Byron Bright, 50, joined KBR in 2010 and will become COO effective May 2025.
Stuart Bradie will become Chair of the Board when Lyles' current term as a director concludes.
Grocery Outlet Holding Corp. said it appointed Christopher M. Miller as Executive Vice President and Chief Financial Officer, effective January 6, 2025, reporting to Chairman and Interim President and CEO Eric J. Lindberg, Jr. Lindsay E. Gray will stop serving as Interim CFO on that date and will continue as Senior Vice President, Accounting and principal accounting officer, so the change adds a permanent finance chief to the leadership team.
Miller's effective start date is January 6, 2025; he previously served as CFO of Shamrock Foods Company from January 2023
Compensation includes an annual base salary of $550,000, a 60% target bonus, a $100,000 signing bonus, and a $400,000 new hire RSU grant
Lindsay E. Gray ceases as Interim CFO on January 6, 2025 and remains Senior Vice President, Accounting
Viad Corp's board appointed Michael Heitz as chief financial officer, effective upon the filing of the 2024 Form 10-K and contingent on the closing of the sale of its GES business. CFO Ellen Ingersoll will step down on the same terms and serve in an advisory role through March 31, 2025, and Chief Accounting Officer Leslie Striedel will leave effective June 30, 2025, also contingent on the GES closing. The filing names Viad Corp as registrant and describes Heitz as CFO of its Pursuit business.
Michael Heitz, 37, previously held finance roles at Vail Resorts, Inc. from October 2014 to November 2024.
Heitz's pay includes a $400,000 base salary, a 75% target bonus and a $500,000 long-term equity award on January 2, 2025.
Ingersoll's departure is treated as a termination without cause, with severance subject to a release of claims.
Chief Accounting Officer Leslie Striedel steps down effective June 30, 2025; a succession plan will be announced later.
Chairman Douglass Given tendered his retirement from the Arrowhead Pharmaceuticals board, effective December 31, 2024, after serving 14 years. The company expects Sarepta Therapeutics CEO Douglas S. Ingram to join the board in the first quarter of 2025, at the closing of their license and collaboration agreement dated November 25, 2024.
Douglass Given tendered his retirement on December 11, 2024, effective December 31, 2024
Given served 14 years on the board and was serving as Chairman and a member of the Science Committee
Douglas S. Ingram, President and CEO of Sarepta Therapeutics, expected to join the board in Q1 2025, concurrent with the Sarepta agreement closing
NNN REIT replaced the executive officer's 2018 employment agreement with a new employment letter and enrolled her in the company's Executive Severance and Change of Control Plan, both effective January 1, 2025. The filing sets a $350,000 base salary and severance terms tied to a two-times payment multiple, which matter to shareholders because they define potential future cash obligations to a senior officer.
Michelle L. Miller, Executive Vice President, Chief Accounting Officer and Chief Technology Officer, will receive an annual base salary of $350,000.
She is designated a participant in the Executive Severance and Change of Control Plan with a termination payment multiple of two and a change of control termination payment multiple of two.
Change of control protection period runs from three months before to 12 months after a change of control.
The letter and plan participation take effect January 1, 2025; the board committee approved the letter on December 16, 2024.
Integra LifeSciences adopted a change in control severance program on December 12, 2024, covering four executive officers and CFO Lea Knight. The program takes effect January 1, 2025, and pays severance only after a qualifying termination within two years of a change in control that occurs by December 31, 2025.
Program effective January 1, 2025, renewing a program that was scheduled to expire December 31, 2024
Lump sum severance of 1.5 times salary and target bonus, or 2 times for CFO Lea Knight
Includes COBRA premium support for up to 18 months and outplacement services for up to 12 months
Payments are conditioned on a general release of claims and may be reduced under a best pay cap for excise tax purposes
Sensata Technologies announced that Stephan von Schuckmann, formerly a member of the management board at ZF Friedrichshafen AG, will become chief executive officer and a board member on January 1, 2025, replacing interim CEO Martha Sullivan, who will serve as a special advisor for up to six months. The filing sets out a $1,117,000 base salary, a $6,500,000 signing equity award and a $1,000,000 make-whole equity grant, which give shareholders the cost of the leadership change.
Stephan von Schuckmann to begin as CEO and join the Board on January 1, 2025
Base salary of $1,117,000 with a target incentive of 125% and a maximum of 200% of base salary
Signing equity award with grant date fair value of $6,500,000 and a $1,000,000 replacement equity grant
CFO Brian Roberts and Chief Administrative Officer Lynne Caljouw each receive $500,000 cash bonuses payable April 30, 2025
Erie Indemnity Company said on December 17, 2024 that Cody Cook will become Executive Vice President, Claims, and Sarah Shine will become Executive Vice President, Experience and Customer Service, both effective January 1, 2025. Both are long-time insiders who have held senior roles at the company, and the filing says neither has a new compensation plan tied to the appointments.
Cody Cook, 43, joined in 2003 as an actuary and most recently served as Senior Vice President, Claims
Sarah Shine, 46, joined in 2000 as an actuarial analyst and most recently served as Senior Vice President, Experience and Customer Service
Both appointments take effect January 1, 2025
Filing states neither appointee is party to a new plan, contract or arrangement tied to the appointment
Cohen & Steers appointed Chief Investment Officer Jon Cheigh as its President, effective January 1, 2025. CEO Joseph Harvey, who has served as President since 2003, will remain Chief Executive Officer and a board member, and Mr. Cheigh will keep his CIO role and focus mainly on the investment department.
Jon Cheigh, Executive Vice President and Chief Investment Officer, becomes President effective January 1, 2025
Joseph Harvey succeeds as President after serving in that role since 2003 and remains CEO and a Board member
Mr. Cheigh joined the firm in 2005 and became Chief Investment Officer in 2019
Ryder System appointed John J. Diez, its current chief financial officer, as president and chief operating officer, and Cristina Gallo-Aquino, its senior vice president and controller, as executive vice president and chief financial officer, both effective January 1, 2025. The filing discloses new base salaries and target bonus levels for both executives, and it does not include any financial results or guidance.
Diez becomes president and chief operating officer on January 1, 2025, overseeing all three business segments and reporting to Chair and CEO Robert Sanchez.
Gallo-Aquino succeeds Diez as CFO effective January 1, 2025, and will also remain principal accounting officer.
Diez's annual salary rises to $800,000 with a 125% target bonus; Gallo-Aquino's rises to $650,000 with a 100% target bonus.
Diez has been CFO since May 2021 and has 22 years of company experience; Gallo-Aquino joined Ryder in 2004.
Twilio said its Chief Legal Officer and Corporate Secretary, Dana Wagner, notified the company on December 13, 2024, of his intention to resign. He will stay in his roles through January 1, 2025, to support a smooth transition, and will receive no severance payments or benefits.
Dana Wagner, Chief Legal Officer and Corporate Secretary, gave notice of resignation on December 13, 2024.
Wagner will remain in his positions through January 1, 2025.
No severance payments or benefits will be paid in connection with his departure.
PG&E Corporation and its utility, Pacific Gas and Electric Company, elected Leo P. Denault, former Chairman and CEO of Entergy Corporation, to both boards, effective February 19, 2025. The companies also adopted amended and restated bylaws effective December 12, 2024, removing classified board provisions and clarifying how directors and certain officers are elected and removed.
Denault was elected December 12, 2024, and joins the PG&E Corporation board (14 members) and the Utility board (15 members) on February 19, 2025.
Denault will serve on both Audit Committees and the PG&E Corporation Finance and Innovation Committee.
Denault served as Chairman and CEO of Entergy Corporation from 2013 through 2022.
Amended bylaws remove provisions for classified boards and specify that certain officers may be elected and removed only by the Board.
Broadridge's Board appointed Ashima Ghei as Corporate Vice President and Chief Financial Officer, effective immediately, and she will serve as principal financial and accounting officer. Ghei has been Interim CFO since July 1, 2024, and previously ran the CFO function for the company's Investor Communications Solutions business. The filing sets her base salary at $600,000 and her annual equity targets at $850,000 each in performance-based RSUs and stock options.
Ashima Ghei appointed CFO effective immediately, succeeding her role as Interim CFO held since July 1, 2024
Annual base salary of $600,000 with a target cash incentive of 100% of base salary
Annual equity targets of $850,000 in performance-based restricted stock units vesting in 2028 and $850,000 in stock options, starting calendar year 2025
Ghei joined Broadridge in January 2022 and previously spent 18 years at American Express
H.B. Fuller said Executive Vice President of Engineering Adhesives Zhiwei Cai notified the company on December 12, 2024 that he will retire, effective March 1, 2025. The filing gives no successor and no financial figures, so the change is limited to a senior management departure.
Zhiwei Cai, Executive Vice President, Engineering Adhesives, notified the company of his retirement on December 12, 2024
Retirement is effective March 1, 2025
Company said Cai served for twelve years and thanked him for his service
Filing does not name a successor or describe any compensation arrangements
Performance Food Group said its board appointed Scott McPherson as president and chief operating officer, effective January 1, 2025, and Craig Hoskins as executive vice president and chief development officer on the same date. Hoskins will lead integration of the recently acquired Cheney Brothers and Jose Santiago businesses, and McPherson's pay package was set in connection with the changes.
Board appointed both executives on December 13, 2024; changes take effect January 1, 2025.
McPherson's base salary increased to $750,000 per year, effective December 29, 2024, with a long-term equity award target of $2,500,000.
McPherson received a $450,000 time-based restricted stock grant vesting in three equal installments on January 1, 2026, 2027 and 2028.
Hoskins, currently president and COO, will lead integration of Cheney Brothers Inc. and Jose Santiago Inc.
Flagstar Financial said Lee Smith, a company veteran since 2013, will become Senior Executive Vice President and Chief Financial Officer on December 27, 2024, replacing Craig Gifford, who is resigning from the role. The company also added Brian Callanan, general counsel at Liberty Strategic Capital, to its board effective December 16, 2024, a seat tied to the company's March 2024 equity investment from Liberty affiliates.
Lee Smith becomes Senior Executive Vice President and CFO effective December 27, 2024; Craig Gifford will stay with the company and bank through March 31, 2025
Brian Callanan joins the board effective December 16, 2024, with a term ending at the 2025 annual meeting and no committee assignment
Callanan's board seat is tied to the $1.05 billion equity investment made in March 2024 by Liberty Strategic Capital affiliates
Non-employee director pay for Callanan includes a $75,000 annual cash retainer and a $115,000 annual equity award
Rollins said John F. Wilson will move from Vice Chairman to Executive Chairman of the Board effective January 1, 2025, and Gary W. Rollins will move from Executive Chairman to Executive Chairman Emeritus on the same date. The filing sets new pay for both men, which shareholders can review for how the leadership transition is compensated.
Wilson's compensation includes a $500,000 restricted stock grant that vests annually over three years and an annual salary of $600,000, both tied to the January 1, 2025 transition.
The Human Capital and Compensation Committee approved Wilson's grant and salary on December 10, 2024.
Gary W. Rollins's salary will stay at his current 2025 level, but he will not receive equity incentives or performance-based cash incentives starting January 1, 2025.
Laureate Education amended the employment terms of CEO Eilif Serck-Hanssen in a letter agreement dated December 12, 2024. The package sets a $1,000,000 base salary effective January 1, 2025, a 130% target bonus, and a one-time $5,000,000 restricted stock unit award. For shareholders, the filing details higher pay and equity commitments for the chief executive, along with notice and severance terms.
Base salary of $1,000,000, effective January 1, 2025, with target bonus at 130% of salary
One-time RSU award with grant date value of $5,000,000, granted January 2, 2025, vesting 50% each on December 12, 2025 and December 12, 2026
Annual long-term incentive target grant equal to 350% of base salary, starting with the fiscal 2025 grant cycle
Six months' written notice required for termination without Cause or resignation
OSI Systems said Ajay Mehra will become President and Chief Executive Officer and join the board effective January 1, 2025, when the board grows from six to seven seats. The amended employment agreement sets a $750,000 initial base salary and details severance terms, and the filing discloses that Mehra is the first cousin of current CEO Deepak Chopra. Shareholders also elected all six board nominees and cast a non-binding say-on-pay vote at the December 12, 2024 annual meeting.
Ajay Mehra appointed to the board effective January 1, 2025, filling a newly created seat; board expands to seven directors.
Mehra to serve as President and CEO with an initial annual base salary of $750,000; the filing describes Deepak Chopra as the current President and CEO.
Severance on termination without cause, non-renewal or good reason: 24 months' salary plus two times the average of his highest three annual bonuses in the prior five years.
Advisory say-on-pay vote on fiscal 2024 executive compensation: 9,401,943 for and 5,241,700 against.
Pinnacle West's board appointed Theodore N. Geisler to succeed Jeffrey B. Guldner as Chairman, President and Chief Executive Officer, effective April 1, 2025, a change first disclosed in a December 12, 2024 Form 8-K. The filing also sets incentive award opportunities for 2025 under the APS Plan and the Palo Verde Plan, which pay out only if specified earnings thresholds are met.
Geisler replaces Guldner as Chairman, President and CEO of Pinnacle West and Chairman and CEO of APS effective April 1, 2025; he will continue as APS President.
Guldner becomes a non-officer special advisor to the CEO effective April 1, 2025, and is eligible for awards prorated for the days he serves as CEO.
Guldner's target award is up to 120% of base salary, with a maximum of 240%, based on 2025 Pinnacle West earnings and business unit goals.
Target awards are 70% of base salary for Andrew D. Cooper, 85% for Geisler, 75% for Robert E. Smith and 75% for Adam C. Heflin.
Pinnacle West Capital Corp. said CEO and Chairman Jeff Guldner will retire effective April 1, 2025, and APS President Ted Geisler will succeed him as Chairman, President and CEO of Pinnacle West and as Chairman and CEO of Arizona Public Service. The filing does not discuss financial results, and it gives the compensation terms for both executives.
Guldner stays on as a non-officer special advisor to the CEO until March 31, 2026, and his base salary falls to $600,000 beginning April 1, 2025.
Geisler's base salary rises to $1,000,000 on April 1, 2025, and he receives a $3,000,000 long-term incentive grant on that date, both contingent on him taking the new roles.
Geisler was appointed to the Pinnacle West and APS boards effective December 11, 2024, with no additional compensation.
Geisler has been APS President since May 2022 and served as Pinnacle West and APS Chief Financial Officer from January 2020 to May 2022.
Darling Ingredients said Chief Financial Officer Brad Phillips will retire effective June 15, 2025. Robert Day, the company's current Chief Strategy Officer, will become Executive Vice President and Chief Financial Officer the day after the company files its 2024 Form 10-K, which is expected on February 25, 2025. The filing contains no financial results, so it does not change reported performance, but it is a senior finance leadership transition.
Phillips remains CFO until the 2024 Form 10-K filing, expected February 25, 2025, then ceases the role but stays employed until June 15, 2025
Day, 55, joined in August 2023 as Chief Strategy Officer; his base salary will be $650,000
Sandra Dudley will become Executive Vice President, Renewables and Chief Strategy Officer; Carlos Paz joins as Executive Vice President, Global Risk Management, Ingredients
Arrow Electronics appointed Lawrence Chen, president and CEO of InterDigital, to its board of directors on December 11, 2024, increasing the board from nine to ten members. He also joined the audit committee, and the board determined he is independent under NYSE rules. The filing describes this as a governance change with no financial results disclosed.
Lawrence Chen, age 53, appointed director effective December 11, 2024, with a term running to the 2025 annual meeting
Board increased from nine to ten directors; Chen also appointed to the Audit Committee
Chen is president and CEO of InterDigital, Inc. and previously held senior roles at Qualcomm from 2019 to 2021
Restated certificate of incorporation filed December 12, 2024 removes preferred stock provisions with no shares outstanding and updates registered agent and address details
Valley National Bancorp said its President, Thomas A. Iadanza, notified the company on December 11, 2024 that he will retire, effective June 30, 2025. He will stay in the role until then to help the Board and executive team handle a smooth transition of his duties. The change affects a senior executive position, but the filing does not report any financial results or guidance.
Thomas A. Iadanza, President of the Company and Valley National Bank, will retire effective June 30, 2025.
Mr. Iadanza has been with the company for 13 years and has more than 45 years in banking.
He will work with the Board and executive leadership team on the transition until his retirement.
The filing includes a press release dated December 11, 2024 announcing the retirement.
Mueller Water Products amended the employment terms of CEO Marietta Edmunds Zakas through a letter agreement dated December 9, 2024, effective December 4, 2024. Her prior agreement had provided full severance if she was terminated without cause or for good reason even without a change in control; she has agreed to forgo that benefit, so the change-in-control terms now apply only after a change in control. Her base salary floor, bonus and incentive targets, and several perquisites are unchanged or were modestly enhanced.
Letter agreement dated December 9, 2024, effective December 4, 2024, supersedes the August 21, 2023 side letter
Zakas agreed to forgo full severance on termination without cause or for good reason absent a change in control
Salary floor of $900,000; target bonus of at least 110% and target long-term incentive of at least 333% of base salary
Car allowance raised from $1,500 to $2,000 per month; financial planning reimbursement up to $10,000 per year
Century Aluminum promoted Rob Hoffman, an internal executive, to Senior Vice President, Chief Information Officer and Chief Accounting Officer on December 9, 2024. The Board appointed him principal accounting officer, succeeding Theresa Brainerd, whose departure took effect December 5, 2024. The filing describes a leadership change in finance and accounting roles, with no financial results or guidance included.
Rob Hoffman, age 55, promoted on December 9, 2024 to SVP, CIO and Chief Accounting Officer
Hoffman has been with the company since October 2004 and became CIO in June 2017
Succeeds Theresa Brainerd as principal accounting officer, effective December 5, 2024
No related-party transactions or family relationships reported
Agilysys increased its board from seven to eight members on December 5, 2024, and appointed Lisa Pope to fill the new seat. Pope is currently president of enterprise software company Epicor and is expected to stand for election at the 2025 annual meeting. The filing describes a board addition, not a change in financial results or company strategy.
Board size increased from seven to eight members on December 5, 2024
Pope to receive prorated standard non-employee director pay for fiscal 2025, including a $40,000 annual cash retainer and an equity retainer targeting $100,000
No committee assignments have been decided; no related party transactions reported
Western Alliance Bancorporation disclosed that CEO Kenneth Vecchione will take a leave of absence to undergo bypass surgery, starting the following Monday. Vice Chair and CFO Dale Gibbons will serve as interim CEO in addition to his existing duties, with the Board describing its succession planning as prepared for this situation.
Kenneth A. Vecchione, President and CEO, informed the Board of a leave of absence to undergo bypass surgery
Dale Gibbons, Vice Chair and CFO, appointed interim CEO effective December 16, 2024
Chief Banking Officers Tim Bruckner and Steve Curley will join Gibbons on an Executive Committee during the leave
Vecchione expects to return late in the first quarter, according to his letter
Morningstar said Michael Holt, its chief strategy officer since 2018, will become chief financial officer effective January 1, 2025, reporting to CEO Kunal Kapoor. The company said Jason Dubinsky will step down at the end of 2024 and move into a consulting role during a transition period. The filing also discloses Holt's pay package, which ties part of his long-term equity to total shareholder return over three years.
Holt's annual base salary will be $450,000, with an annual cash bonus target of 100% of base salary.
Annual equity targets are $275,000 in restricted stock units and $825,000 in market stock units.
Market stock units vest on the third anniversary of the grant date based on total shareholder return over that period.
Jason Dubinsky will step down at the end of 2024 and assume a consulting role through a transition period.
Mid-America Apartment Communities said CEO H. Eric Bolton, Jr. will retire effective March 31, 2025, and will become Executive Chairman while remaining Board Chairman. A. Bradley Hill, the company's President and Chief Investment Officer, will become President and CEO effective April 1, 2025. The filing describes the change as part of planned succession and states that Bolton's retirement is not due to any disagreement with the company.
Bolton's annual base salary decreases to $850,000 effective April 1, 2025, with a lower incentive award opportunity for 2025.
Hill's annual base salary increases to $750,000 effective April 1, 2025, with higher incentive award opportunities for 2025.
Hill joined MAA in 2010 and has over 21 years of real estate experience, according to the press release.
The filing was signed by A. Clay Holder, Executive Vice President and Chief Financial Officer.
Astec Industries said Chief Accounting Officer and Corporate Controller Jamie E. Palm gave notice on December 6, 2024 that she will resign effective December 27, 2024, to pursue another opportunity. The company said her departure is not due to any disagreement over financial statements, operations, policies or accounting practices, and CFO Brian J. Harris will take on the principal accounting officer role after her departure.
Jamie E. Palm, Vice President, Chief Accounting Officer and Corporate Controller, gave notice of resignation on December 6, 2024
Resignation effective December 27, 2024; company states it is not related to any disagreement on accounting or financial matters
Brian J. Harris, current CFO and principal financial officer, will assume the principal accounting officer role after the resignation takes effect
Rogers Corporation appointed Laura Russell, its interim Chief Financial Officer since August 2024, to the permanent role of Senior Vice President, Chief Financial Officer and Treasurer, effective December 10, 2024. The filing also sets out her updated pay package, including a $475,000 base salary and a 75% target incentive award, which shareholders can review in the attached compensation letter.
Laura Russell becomes Senior Vice President, Chief Financial Officer and Treasurer effective December 10, 2024; the Board approved the appointment on December 9, 2024.
Annual base salary of $475,000 with a target incentive award of 75% of base salary.
Initial time-based restricted stock unit grant valued at $300,000, vesting in equal annual installments over three years.
Beginning in 2025, target annual long-term incentive grant valued at 230% of base salary, less the value of the initial grant for 2025.
Southern Company said Stanley W. Connally, Jr. will become Executive Vice President and Chief Operating Officer effective January 1, 2025. He has held senior operations roles at the company and at Southern Company Services since 2018, and compensation for the new role has not yet been set.
Stanley W. Connally, Jr., 55, will become Executive Vice President and Chief Operating Officer on January 1, 2025.
Connally has been Executive Vice President for Operations of the Company and Chairman, President, and CEO of Southern Company Services since April 2021.
Compensation for the new role has not been decided; material changes will be reported in an 8-K amendment.
Dover said Senior Vice President and Chief Financial Officer Brad Cerepak plans to retire effective January 31, 2025, after serving as CFO since May 2011. Chris Woenker, 42, currently CFO of the Engineered Products and Climate & Sustainability Technologies segments, will succeed him as Senior Vice President and CFO on that date, and will report to Chairman and CEO Richard Tobin.
Brad Cerepak, CFO since May 2011, plans to retire effective January 31, 2025
Chris Woenker, 42, will become SVP and CFO effective January 31, 2025
Woenker joined Dover in March 2013 and will keep his current segment CFO roles while working with Cerepak through the 2024 fiscal year close
Woenker will report to Chairman and CEO Richard Tobin
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