Business Context and Reporting Period
This Form 8-K Current Report was filed by Koppers Holdings Inc. on December 7, 2022. The filing addresses Item 5.02 regarding changes to the Company's compensation program and the approval of specific award values for Named Executive Officers (NEOs) under the Koppers Holdings Inc. 2020 Long-Term Incentive Plan.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. It focuses exclusively on executive compensation structures and award values.
| Named Executive Officer | RSU Award Value | PSU (EBITDA) Value | PSU (TSR) Value |
|---|---|---|---|
| Leroy M. Ball (CEO) | $623,269 | $1,246,538 | $1,246,538 |
| Jimmi Sue Smith (CFO) | $187,500 | $187,500 | $93,750 |
| James A. Sullivan (COO) | $480,000 | $480,000 | $240,000 |
| Leslie S. Hyde (CSO) | $172,498 | $172,498 | $86,249 |
| Stephanie L. Apostolou (General Counsel) | $180,000 | $180,000 | $90,000 |
Note: The number of units issued will be calculated based on the closing stock price on the grant date of January 4, 2023.
Material Changes
- RSU Vesting Period: Reduced from four equal annual installments to three equal annual installments for future time-based awards.
- New Performance Measure: Established a three-year cumulative Adjusted EBITDA metric for performance-based restricted stock units (PSUs).
- Stock Options: The Company will no longer grant stock option awards to eligible employees beginning in 2023.
- TSR Continuity: Total Shareholder Return (TSR) relative to the S&P Small Cap 600 Materials Index remains a performance measure for PSUs, payable in three tranches.
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, or discussion of general business risks. The primary contingency noted is that the actual number of equity units granted depends on the Company's stock price on January 4, 2023. Previously granted awards remain unaffected by these changes.
Investor Verification Checklist
- Verify the Company's closing stock price on January 4, 2023, to calculate the exact number of units granted to executives.
- Review the specific Adjusted EBITDA performance thresholds defined in the new EBITDA PSU Agreement (Exhibit 10.2).
- Confirm the impact of the reduced vesting period on future equity compensation expense recognition.
- Check subsequent filings for the actual grant date and unit counts for the 2023 awards.