8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 1, 2024

Compass Minerals International, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-31921	36-3972986
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

9900 West 109th Street

Suite 100

Overland Park, KS 66210

(Address of principal executive offices)

(913) 344-9200

(Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock, $0.01 par value	CMP	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment and Compensation of Vice President, Corporate Controller and Principal Accounting Officer

Effective July 1, 2024, Compass Minerals International, Inc. (the “Company”) appointed Ashley Ward, age 39, as Vice President, Corporate Controller. In this role she will serve as the Company’s principal accounting officer.

Prior to joining the Company, Ms. Ward spent 10 years at Crestwood Equity Partners LP in positions of growing responsibility, including assistant controller; assistant controller, operational accounting; and director, operational accounting and fixed assets. She previously worked in accounting and finance roles at Barkley, Louis Dreyfus Commodities, and Flint Hills Resources.

The Company entered into a letter agreement, signed June 7, 2024, with Ms. Ward (the “Offer Letter”), establishing her compensation as Corporate Controller. Pursuant to the Offer Letter, Ms. Ward’s base salary will be $250,000 per year. Ms. Ward’s targeted cash bonus under the Company’s Management Annual Incentive Program will be calculated at 30% of her base salary, with any bonus payments dependent on the Company’s pre-established performance goals. Ms. Ward will be eligible to receive equity awards as part of the Company’s Long-Term Incentive Program, with a target equity award value of 40% of her base salary. The Offer Letter provides that Ms. Ward’s employment with the Company is at-will.

The foregoing description of the Offer Letter is qualified in its entirety by reference to the full text of the Offer Letter, which is attached as Exhibit 10.1 and incorporated by reference herein. Ms. Ward and the Company will also enter into the Company’s standard Restrictive Covenant Agreement.

There is no arrangement or understanding between Ms. Ward and any other person pursuant to which Ms. Ward was appointed as Corporate Controller and principal accounting officer. Furthermore, there are no transactions between Ms. Ward (or any member of her immediate family) and the Company (or any of its subsidiaries) that would be required to be reported under Item 404(a) of Regulation S-K.

Item 9.01    Financial Statements and Exhibits.

(d)     Exhibits.

Exhibit No.	Exhibit Description
10.1	Offer Letter, signed June 7, 2024, between Compass Minerals International Inc. and Ashley Ward.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	COMPASS MINERALS INTERNATIONAL, INC.
Date: July 1, 2024	By:	/s/ Jeffrey Cathey
		Name: Jeffrey Cathey
		Title: Chief Financial Officer

EX-10.1

Exhibit 10.1

June 3, 2024

Ashley Ward

[address redacted]

Dear Ashley,

I am pleased to confirm that Compass Minerals (CMP) wishes to invite you to join our team by making you this offer of employment. If you accept this offer, your title will be Vice President Corporate Controller with an anticipated start date of June 10, 2024. This position will be located at our Overland Park, Kansas location and will be reporting directly to me.

The Vice President Corporate Controller role is a full-time exempt position. Your annual gross starting base salary will be $250,000.

In addition to your base salary, you will be eligible to participate in CMP’s performance-based Management Annual Incentive Program (MAIP) with a target bonus equal to 30% of your base salary, prorated from your start date for the fiscal 2024 performance year.

You will also be eligible to participate in CMP’s Long Term Incentive Program (LTIP). For your position, the LTIP target is 40% of your base salary. You will begin to receive the full value of your LTIP award during the fiscal 2025 annual LTIP grant, in October 2024, where such awards will be granted in accordance with the plan in place at the time of grant.

We have provided you a benefit packet to familiarize you with benefits that are available to you and your family once you join CMP.

You will be eligible for four weeks (20 days) of paid vacation, annually, which will be prorated from your start date.

If you accept this role, you will also be required to sign a Restrictive Covenant Agreement, along with other standard employment documents applicable to other CMP employees.

This offer of employment is conditional upon the verification of a satisfactory background investigation and reference checks, verification of your authorization to work in the U.S., satisfactorily passing a drug screen, and the execution of the Restrictive Covenant Agreement.

The Immigration and Control Act of 1986 requires employers to verify that every new hire is either a U.S. citizen or eligible to be employed in this country. We are required to examine and will copy any one of the following: US passport, certification of U.S. citizenship or naturalization, a valid foreign passport authorizing U.S. employment, a resident alien card containing employment, a resident alien card containing employment authorization, or other document designated by the Immigration and Naturalization Service.

Alternatively, verification can be accomplished by providing two forms of documentation one which established identity and one which establishes employment eligibility. Examples of documents which show employment

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eligibility are a Social Security card or birth certificate; and examples of documents which show proof of identity are a driver’s license or other state-issued card, which contain a photograph or other identifying information. The above documentation must be presented prior to commencing employment. Please bring the appropriate items on your start date.

Please sign a copy of this letter, acknowledging your acceptance and anticipated employment date and return by June 10, 2024.

I look forward to you joining Compass Minerals.

Sincerely,

/s/ Jeff Cathey

Jeff Cathey

Chief Financial Officer

This document is not an employment contract. Employment is at will and can be separated by either party at any time. Please indicate your understanding and acceptance of the terms and conditions outlined in this letter and your acceptance of this employment offer by signing and dating this page where indicated below.

/s/ Ashley Ward	6/7/2024	Employment date: Anticipated June 17, 2024
Ashley Ward	Date

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XML

Cover Page	Jul. 01, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jul. 01, 2024
Entity Registrant Name	Compass Minerals International, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-31921
Entity Tax Identification Number	36-3972986
Entity Address, Address Line One	9900 West 109th Street
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Overland Park
Entity Address, State or Province	KS
Entity Address, Postal Zip Code	66210
City Area Code	913
Local Phone Number	344-9200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $0.01 par value
Trading Symbol	CMP
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001227654
Amendment Flag	false