GCP APPLIED TECHNOLOGIES INC. (NYSE:GCP) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

GCP APPLIED TECHNOLOGIES INC. (NYSE:GCP) 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 July 12, 2018, GCP Applied Technologies Inc. (the “Company”) announced the appointment of Randall S. Dearth as President and Chief Operating Officer of the Company. Mr. Dearth is expected to join the Company on September 1, 2018.

Mr. Dearth, age 54, served as President and CEO of Calgon Carbon Corporation, a NYSE-listed company that manufactured activated carbon products and innovative treatment systems, from August 2012 to March 2018, when Calgon Carbon was acquired by Kuraray Co. Ltd. Since March 2018, Mr. Dearth has served as President and CEO of Calgon Carbon Corp, a subsidiary of Kuraray. From 2004 to 2012, Mr. Dearth served as President and CEO of LANXESS Corporation (North America), an international chemical manufacturer that was spun out of the Bayer Group. From 2002 until the spin-off of LANXESS, Mr. Dearth served as President and CEO of Bayer Chemicals Corporation (North America). Previously, he held a number of global marketing roles with Bayer, both in the United States and Germany. There are no (i) family relationships, as defined in Item 401 of Regulation S-K, between Mr. Dearth and any of the Company’s executive officers or directors, or any person nominated to become a director or executive officer, (ii) arrangements or understandings between Mr. Dearth and any other person to which Mr. Dearth was appointed as President and Chief Operating Officer of the Company, or (iii) transactions in which Mr. Dearth has an interest requiring disclosure under Item 404(a) of Regulation S-K.

In connection with his appointment as President and Chief Operating Officer, the Company and Mr. Dearth entered into a Letter Agreement, dated July 11, 2018 (the “Letter Agreement”), outlining the initial terms of Mr. Dearth’s employment with the Company. As set forth in the Letter Agreement, the Company has agreed to provide Mr. Dearth: (i) an annual base salary of $690,000, (ii) a target bonus opportunity of 85% of base salary under the Company’s Annual Incentive Compensation Plan for the 2018calendar year; (iii) a 2018 Long-Term Incentive Award with a grant date value of $1,300,000, 50% of which will be issued as a performance-based stock unit award subject to a three-year performance period, 25% of which will be issued as a restricted stock unit award that vests in three substantially equal installments on the first three anniversaries of the grant date, and 25% of which will be issued as a nonqualified stock option award that vests in three substantially equal installments on the first three anniversaries of the grant date, in each case, subject to continued employment; (iv) a sign-on restricted stock unit award with a grant date value of $1,000,000 that vests in three substantially equal installments on the first, second and third anniversaries of the grant date, subject to continued employment; and (v) a 2019 Long-Term Incentive Award, expected to be granted in February 2019, with a targeted value of $1,300,000. Mr. Dearth’s sign-on restricted stock unit award is intended to partially offset the value of awards that he forfeited upon his termination of employment with his previous employer. Mr. Dearth will also receive relocation benefits and will be entitled to benefits generally available to similarly situated Company executives. In addition, the Company also expects to enter into a Change in Control Severance Agreement with Mr. Dearth, the form of which was previously filed as Exhibit10.4 to the Company’s Current Report on Form 8-K filed with the SEC on February 4, 2016.

Under the Letter Agreement, Mr. Dearth will be bound by certain restrictive covenants, including covenants that restrict Mr. Dearth from competing with or soliciting employees or customers of the Company for 24months following his termination of employment, as well as a confidentiality covenant of perpetual duration.

The foregoing summary does not purport to be complete and is qualified in its entirety by the full text of the Letter Agreement, which is filed as Exhibit10.1 to this Current Report on Form 8-K and incorporated by reference herein.
A copy of the press release announcing Mr. Dearth’s appointment is included with this Current Report on Form 8-K as Exhibit 99.1.

Item 9.01Financial Statements and Exhibits

(d)Exhibits

Exhibit No.Description

10.1Randall S. Dearth Letter Agreement dated July 11, 2018
99.1Press Release issued by GCP Applied Technologies dated July 12, 2018


GCP Applied Technologies Inc. Exhibit
EX-1 2 exhbit991.htm EXHIBIT 99.1 Exhibit Randall Dearth Joins GCP Applied Technologies as President and Chief Operating Officer CAMBRIDGE,…
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About GCP APPLIED TECHNOLOGIES INC. (NYSE:GCP)

GCP Applied Technologies Inc. (GCP) is engaged in the production and sale of specialty construction chemicals, specialty building materials, and packaging sealants and coatings. The Company operates through three segments: Specialty Construction Chemicals (SCC), Specialty Building Materials (SBM) and Darex Packaging Technologies (Darex). The SCC segment manufactures and markets products to manage the performance of Portland cement, and materials based on Portland cement, such as concrete admixtures and cement additives, as well as concrete production management systems. The SBM segment manufactures and markets building envelope products, residential building products and specialty construction products. The Darex segment manufactures and markets sealants and coatings for use in beverage and food containers, and other consumer and industrial applications. Its brands include ADVA, CBA, SYNCHRO, HEA2, TDA, STRUX, MIRA, ADPRUFE, HYDRODUCT, ADCOR, DARABLEND and APPERTA.

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