Business Context and Reporting Period
This Form 8-K filing by Campbell Soup Company (CPB) was submitted on August 28, 2019. The report discloses significant changes to the company's executive leadership, specifically the appointment of a new Chief Financial Officer (CFO) and the departure of the incumbent CFO.
Key Financial Metrics
The filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation and personnel changes.
Material Changes
The primary material change is the transition of the Chief Financial Officer role:
- Appointment: Mick Beekhuizen was elected Senior Vice President and Chief Financial Officer, effective September 30, 2019.
- Departure: Anthony P. DiSilvestro will leave his role as Senior Vice President and CFO effective September 30, 2019, and depart the company on October 15, 2019.
Management Commentary and Compensation Details
The filing details the compensation package for the incoming CFO, Mr. Beekhuizen, effective for fiscal 2020:
- Base Salary: $700,000 per year.
- Annual Bonus: Target of 90% of base salary, pro-rated, subject to performance goals.
- Long-Term Incentive (LTI): Target award of 250% of base salary, consisting of 60% performance restricted stock units (vesting based on TSR) and 40% time-lapse restricted stock units (vesting over 3 years).
- Sign-on Compensation: A one-time grant of $2,500,000 in time-lapse restricted stock units and a one-time cash payment of $700,000 to compensate for forfeited equity and bonuses from prior employment.
- Benefits: Participation in standard benefit programs, $8,000 per quarter under the Personal Choice Program, and a 10% Executive Retirement Contribution on base salary and bonus.
Mr. Beekhuizen will also enter into a Change in Control Severance Protection Agreement consistent with prior company filings.
Investor Verification Checklist
- Verify the exact effective date of the CFO transition (September 30, 2019) and the interim period coverage.
- Review the vesting conditions for the $2,500,000 one-time restricted stock unit grant.
- Confirm the terms of the Change in Control Severance Protection Agreement referenced in the filing.
- Check for any subsequent filings regarding the departure of Anthony P. DiSilvestro or the onboarding of Mick Beekhuizen.