Forterra, Inc. (NASDAQ:FRTA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 6, 2017, Mr. Matt Brown resigned as Executive Vice President and Chief Financial Officer of Forterra, Inc. (the “Company”) and the Company appointed Mr. Charlie Brown to serve as the Company’s new Executive Vice President and Chief Financial Officer. Mr. Charlie Brown will begin his employment with the Company on or before September 25, 2017.

Mr. Charlie Brown will serve as the Company’s Executive Vice President and Chief Financial Officer to an Employment Agreement dated September 6, 2017 (the “Employment Agreement”). The Employment Agreement entitles Mr. Charlie Brown to an annual base salary of $500,000 and an annual cash performance bonus with a target bonus amount equal to not less than 50% and not more than 200% of his then annual base salary. Additionally, Mr. Charlie Brown will receive an equity grant with an aggregate grant date fair equal to $750,000 as soon as practicable following his start date. The Employment Agreement also provides for certain other benefits and perquisites, including reimbursement for certain relocation expenses, which are discussed in detail in the Employment Agreement.

In the event of a termination by the Company without Cause or by Mr. Charlie Brown for Good Reason (each as defined in the Employment Agreement), Mr. Charlie Brown will receive: (i) continued base salary payable in accordance with regular payroll practices for a period of 12 months, (ii) a lump sum bonus for the calendar year of termination, pro-rated through the termination date and (iii) payment or reimbursement for the cost of up to one year of COBRA continuation coverage for Mr. Charlie Brown and his covered dependents.

The Employment Agreement also contains customary confidentiality, non-compete and non-solicitation covenants.

The foregoing description of the Employment Agreement is not complete and is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference in this Item 5.02.

Before agreeing to join the Company, Mr. Charlie Brown, age 53, spent 14 years with Oldcastle Materials, a supplier of aggregates, asphalt, cement, ready-mix concrete and construction and paving services in North America, where he most recently served as Chief Financial Officer beginning in 2008. Mr. Charlie Brown joined Oldcastle Materials as a Vice President of Finance in 2003 and was promoted to Senior Vice President of Finance in 2007. Prior to Oldcastle Materials, Mr. Charlie Brown held various finance and senior management roles of increasing responsibility at Vulcan Materials Company, a producer of construction aggregates and aggregates-based construction materials, from 1996 to 2003, and at PPG Industries, a global manufacturer of paints, coatings, and specialty materials, from 1990 to 1996. Mr. Charlie Brown holds a Bachelor of Arts in International Economics from The George Washington University in Washington, D.C. and a Master’s of Management from Northwestern University (Kellogg) in Evanston, Illinois.

There are no family relationships between Mr. Charlie Brown and any director or executive officer of the Company. Mr. Charlie Brown does not have a direct or indirect material interest in any transaction or arrangement in which the Company is a participant.

Mr. Matt Brown, whose resignation was effective immediately, resigned to pursue other opportunities. His resignation will be treated as a resignation for good reason to his Amended and Restated Employment Agreement with Forterra Pipe & Precast, LLC dated as of June 28, 2016.

Item 9.01. Financial Statements and Exhibits.

Forterra, Inc. Exhibit
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About Forterra, Inc. (NASDAQ:FRTA)

Forterra, Inc. is a manufacturer of pipe and precast products. The Company offers products for a range of water-related infrastructure applications, including water transmission, distribution and drainage. The Company operates approximately 95 facilities. Its products are available in the United States and Eastern Canada.