Business Context and Reporting Period
This Form 8-K Current Report from Koppers Holdings Inc. (KOP) covers events occurring on January 5, 2026, with the report dated January 9, 2026. The filing addresses significant changes in executive leadership within the finance department.
Key Financial Metrics
This filing is a current report regarding personnel changes and does not contain financial performance data. Consequently, there are no reported values for revenue, profit, cash flow, margins, debt, or liquidity in this document.
Material Changes
- Departure of CFO: Jimmi Sue Smith retired as Chief Financial Officer effective January 5, 2026. The filing explicitly states this decision was not the result of any disagreements regarding financial statements, internal controls, or operations.
- Transition Role: Ms. Smith will remain a full-time employee through February 28, 2026, serving as Treasurer and in an advisory capacity to ensure an orderly transition.
- Appointment of Interim CFO: Bradley A. Pearce, previously the Chief Accounting Officer since May 2019, was elected by the Board to serve as Interim Chief Financial Officer and Chief Accounting Officer effective January 5, 2026.
Compensation and Management Commentary
The Board of Directors approved specific compensation adjustments for Mr. Pearce in connection with his new role, effective January 1, 2026:
- Base Salary: Increased to $400,000 annually.
- Short-Term Incentive: The target total annual cash incentive multiplier increased from 40% to 60% of his annual base salary.
- Long-Term Incentive: The target total long-term incentive award multiplier remains at 80% of his annual base salary.
A transition agreement for Ms. Smith is currently under negotiation and will be filed as an amendment upon execution.
Investor Verification Checklist
- Verify the execution and terms of the transition agreement for Jimmi Sue Smith once filed.
- Monitor the duration of the interim CFO arrangement and any future announcements regarding a permanent CFO appointment.
- Review the press release (Exhibit 99.1) for additional context on the leadership transition.