TreeHouse Foods Inc.
02/02/2024 | Press release | Distributed by Public on 02/02/2024 05:56
Management Change/Compensation - Form 8-K
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Mr. Scott Tassani, 53, has been appointed Executive Vice President, Business President and Chief Commercial Officer of TreeHouse Foods, Inc. (the "Company") effective February 5, 2024. Mr. Tassani previously served as President and Chief Operating Officer of Meati Inc. from December 2021 to January 2024. Prior to his role at Meati Inc., Mr. Tassani held various leadership roles at General Mills, where he spent over 29 years and most recently served as President and Chief Customer Officer from January 2017 until August 2021. He holds a bachelor's degree in marketing & management with a minor in psychology from Indiana University.
Under the terms of his employment, as agreed with the Company, Mr. Tassani will be entitled to (i) an annual base salary of $575,000; (ii) a target cash bonus opportunity under the Company's Annual Short-Term Incentive Plan at 75% of his base salary, subject to such terms as set by the Compensation Committee of the Company's Board of Directors, with an annual payout up to 200% of his target depending upon performance against the financial and strategic metrics set by the Company, prorated based on the effective date of his hire for the 2024 plan year; (iii) participation in the Company's Equity and Incentive Plan with an annual long term incentive plan award beginning in March 2024, which will be comprised of a blend of restricted stock units ("RSUs") and performance stock units ("PSUs") with a targeted aggregate grant date value of 200% of his base salary. The RSUs will vest ratably over three years and the PSUs will vest on the third anniversary of the grant date if specific performance criteria as set by the Compensation Committee of the Company's Board of Directors are achieved; (iv) a RSU grant equivalent to target value of $1,000,000, which vest ratably over three year period; (v) a lump sum sign on bonus of $382,500 in cash, which if Mr. Tassani were to voluntarily leave the Company within one year of this payment, would require he pay back the entire amount; this repayment obligation will reduce to 50% if Mr. Tassani were to voluntarily leave the Company in his second year of employment; (vi) a lump sum of $100,000 in cash in lieu of relocation benefits; and (vii) an annual perquisite allowance of $10,000.
There are no arrangements or understandings between Mr. Tassani and any other person pursuant to which Mr. Tassani was appointed to serve as Executive Vice President, Business President and Chief Commercial Officer of the Company. There are no family relationships between Mr. Tassani and any director or executive officer of the Company, and Mr. Tassani does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.