Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On December 16, 2020, the Board of Directors (the "Board") of TimkenSteel
Corporation (the "Company") appointed and elected Michael S. Williams as
President and Chief Executive Officer of the Company, effective January 1, 2021.
The Board further appointed and elected Mr. Williams as a director, also
effective January 1, 2021.
Mr. Williams, age 60, was most recently with Bayou Steel Group, a U.S. producer
of structural steel and merchant bar, where he served as CEO from May 2019 to
September 2019. Prior to joining Bayou Steel, Mr. Williams served as President
Outokumpu Americas for Outokumpu Oyj, a global leader in the stainless steel
industry, from 2015 to 2019. Before that, Mr. Williams held a number of
leadership roles at US Steel Corporation, a Fortune 250 company and leading
integrated steel producer, from 2006 to 2015, including Senior Vice President,
North American Flat Rolled and, most recently, Senior Vice President, Strategic
Planning and Business Development. Earlier in his career, Mr. Williams served as
Vice President of Commercial Products at Special Metals Corporation (a leader in
the invention, production and supply of high-nickel alloys) and, prior to that,
as Chairman and Chief Executive Officer of Ormet Corporation (a manufacturer of
foil, sheet, billet and other aluminum products).
For his service as President and Chief Executive Officer of the Company,
Mr. Williams will be entitled to receive the following compensation:
• an initial base salary of $800,000 per year;
• participation in the Company's Annual Performance Award plan, with a
target award opportunity equal to 100% of base salary and a potential
payout range from 0% to 260% of target based on actual results for each
performance measure and consideration of individual performance;
• starting in 2022, participation in the Company's long-term incentive
plan, with a target annual grant opportunity equal to $2,000,000 and
expected awards comprised of at least 50% performance-based restricted
stock units and the balance in time-based restricted stock units; and
• participation in the Company's other standard benefit programs for
executives.
Mr. Williams will not receive any additional compensation for his service as a
director of the Company.
In connection with his appointment as President and Chief Executive Officer, on
January 5, 2021 (the "Grant Date") Mr. Williams will be awarded a sign-on
inducement equity grant consisting of performance-based restricted stock units
with a target value of approximately $2,000,000 and time-based restricted stock
units with a value of approximately $2,000,000. The actual number of
performance-based restricted stock units and time-based restricted stock units
to be awarded will be determined on the Grant Date by dividing the values noted
above by the average closing price for TimkenSteel common shares on the New York
Stock Exchange for the five trading days immediately preceding the Grant Date.
In general, the performance-based restricted stock units will be subject to
relative total shareholder return performance over a three-year period ending
December 31, 2023.
Mr. Williams and the Company will enter into a severance agreement, effective
January 1, 2021, that provides for compensation in the event of termination of
employment under certain circumstances. Pursuant to the severance agreement, if
certain events occur within two years following a change in control of the
Company (as defined or described in the severance agreement), such as a
reduction in responsibilities or a particular termination of employment without
cause, Mr. Williams will be entitled to receive a cash severance payment in an
amount equal to 2.5 times the sum of (i) his annual base salary and (ii) the
greater of: (1) his target amount of annual incentive compensation for the year
in which he terminates employment; or (2) his target amount of annual incentive
compensation for the year in which the change in control occurs. The severance
agreement does not contain an excise tax gross-up provision. If Mr. Williams is
terminated without cause within two years after a change in control of the
Company, he also will be
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entitled to continuation of health and welfare benefits for thirty months and a
pro-rata payout of his annual incentive compensation award at target for the
year in which he terminates employment. The severance agreement further provides
that if Mr. Williams is involuntary terminated without cause other than in
connection with a change in control of the Company, he will be entitled to
severance equal to 1.5 times the sum of his base salary and his target annual
amount of incentive compensation for the year in which his employment
terminates. Under these circumstances, he also will be entitled to continuation
of health and welfare benefits for 18 months and a pro-rata payout of his annual
incentive compensation award based on actual performance for the year in which
his employment terminates. The severance agreement is subject to clawback
provisions and customary restrictive covenants applicable to Mr. Williams
(including regarding non-competition, non-solicitation, non-disparagement and
confidentiality), and payouts under the severance agreement are subject to a
customary release of claims executed as described in the severance agreement.
Mr. Williams and the Company also will enter into an indemnification agreement,
substantially in the form of the Form of Officer Indemnification Agreement that
is filed as Exhibit 10.10 to the Company's Annual Report on Form 10-K for the
year ended December 31, 2017.
In connection with the appointment of Mr. Williams as the Company's new
President and Chief Executive Officer , the Board determined that Terry L.
Dunlap's service as Interim Chief Executive Officer and President will cease at
11:59 p.m. on December 31, 2020. In recognition of his successful and exemplary
leadership of the Company under challenging business conditions, made more
difficult by the COVID-19 pandemic, the Board awarded Mr. Dunlap a cash bonus of
$500,000 for his service as Interim Chief Executive Officer and President, such
bonus to be paid on or before December 31, 2020.
Following the cessation of his service as Interim Chief Executive Officer and
President, Mr. Dunlap will continue to serve as a director of the Company. The
Board has determined that, once Mr. Dunlap's service as Interim Chief Executive
Officer and President concludes, Mr. Dunlap will once again meet all of the
standards for independence under the regulations of the Securities and Exchange
Commission and Rule 303A of the New York Stock Exchange Listed Company Manual,
and that he will be free of any material relationships with the Company other
than through his service as a director.
Also, on December 16, 2020, Marvin A. Riley notified the Board of his intention
to resign as a director effective December 31, 2020. Mr. Riley further notified
the Board that his decision to resign was for personal reasons and not due to
any disagreement with the Company.
Finally, on December 16, 2020, the Board approved the separation from employment
for Frank A. DiPiero, Executive Vice President, General Counsel & Secretary,
effective December 31, 2020. To succeed Mr. DiPiero, the Board elected
Kristine C. Syrvalin as Executive Vice President, General Counsel & Secretary of
the Company, effective January 1, 2021.
In connection with his separation from the Company, Mr. DiPiero generally will
be entitled to receive the compensation and benefits for a "termination without
cause" under the terms of a severance agreement he had previously entered into
with the Company. Mr. DiPiero also is expected to enter into a consulting
agreement with the Company, effective January 1, 2021, pursuant to which he has
agreed to provide consulting services to the Company on an as-needed basis
through June 30, 2021, for which he will receive a monthly retainer in the
amount of $17,500.
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Item 7.01. Regulation FD Disclosure.
On December 18, 2020, the Company issued a press release announcing (i) the
appointment of Mr. Williams as President and Chief Executive Officer of the
Company effective January 1, 2021, and the related conclusion of Mr. Dunlap's
service as Interim Chief Executive Officer and President, and (ii) the
separation from service of Mr. DiPiero as Executive Vice President, General
Counsel and Secretary effective December 31, 2020, and the appointment of
Ms. Syrvalin to succeed him in this role effective January 1, 2021. A copy of
the press release is attached hereto as Exhibit 99.1 and incorporated herein by
reference. The press release is also available on the Company's website at
www.timkensteel.com.
The information in this Item 7.01 on Form 8-K (including Exhibit 99.1) is being
furnished and shall not be deemed to be filed for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
be subject to the liabilities of that section, nor shall it be deemed to be
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed with this Current Report on Form 8-K:
Exhibit
No. Description
99.1 Press Release dated December 18, 2020
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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