Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Regulation FD Disclosure
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Effective December 18, 2025, the Board of Directors (the “Board”) of Compass Minerals International, Inc.…
Filed Dec 19, 2025Accepted Dec 18, 2025, 6:55 PM ESTCIK 1227654Accession 0001104659-25-122646
Compass Minerals (NYSE: CMP) is a leading global provider of essential minerals focused on safely delivering where and when it matters to help solve nature’s challenges for customers and communities. The company’s salt products help keep roadways safe during winter weather and are used in numerous other consumer, industrial, chemical and agricultural applications. Its plant nutrition products help improve the quality and yield of crops while supporting sustainable agriculture. Compass Minerals operates 11 production and packaging facilities with more than 1,800 employees throughout the U.S., Canada and the U.K. Visit compassminerals.com for more information about the company and its products.
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Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective December 18,
2025, the Board of Directors (the “Board”) of Compass Minerals International, Inc. (the “Company”) increased
the size of the Board from eight to 12 directors and appointed Russell Ball, Denise Merle, Mark Roberts and David Safran to the Board,
each with a term expiring at the Company’s 2026 annual meeting of stockholders (the “2026 Annual Meeting”), as part
of a Board refreshment initiative.
Mr. Ball has been appointed
to the Audit Committee and the newly established Capital Allocation and Technical Committee (the “CAT Committee”); Ms. Merle
has been appointed to the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee (the “NCG Committee”);
Mr. Roberts has been appointed to the Environmental, Health, Safety and Sustainability Committee (the “EHSS Committee”),
the NCG Committee and the CAT Committee; and Mr. Safran has been appointed to the EHSS Committee and the CAT Committee.
As non-employee directors, each new director will
be entitled to receive the same compensation as the Company’s other non-employee directors, as described in the Summary of Non-Employee
Director Compensation, as of January 1, 2026, which is attached as Exhibit 10.30 to the Company’s Annual Report on Form 10-K
for the fiscal year ended September 30, 2025, and in accordance with the Company’s Non-Employee Director Compensation Policy,
which is attached as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.
In addition, each new director will receive an equity grant, vesting on the first anniversary of the grant, with an equity value equal
to a portion of $120,000 (the annual equity award value paid to the Company’s non-employee directors), prorated based on the number
of days each new director will serve in advance of the anticipated date of the Company’s 2026 Annual Meeting. Each new director
will enter into the Company’s standard form of indemnification agreement with the Company.
There are no arrangements or understandings between
any of Mr. Ball, Ms. Merle, Mr. Roberts, and Mr. Safran and any other person pursuant to which they will join the
Board. Mr. Safran is President and Chief Executive Officer of Innovative Surface Solutions (“Innovative”). Since the
beginning of our last fiscal year, the Company has purchased salt-treatment materials from Innovative in a total amount of approximately
USD $3,170,000. As a result of such transactions, the Board has determined that Mr. Safran is not an independent director. Other
than as disclosed above, there are no transactions between Mr. Ball, Ms. Merle, Mr. Roberts or Mr. Safran and the
Company that would be required to be reported under Item 404(a) of Regulation S-K.
In connection with the Board refreshment initiative,
on December 18, 2025, Lori Walker, Vance Holtzman and Shane Wagnon each notified the Company that they will not be standing for reelection
to the Board at the Company’s 2026 Annual Meeting, and Joe Reece notified the Company that while he will stand for reelection at
the Company’s 2026 Annual Meeting, he does not intend to seek reelection at the Company’s 2027 annual meeting of stockholders
(the “2027 Annual Meeting”). The Company expects to reduce the size of the Board to nine directors effective at the 2026 Annual
Meeting, and then further reduce the size of the Board back to eight directors at or before the 2027 Annual Meeting. None of Mr. Holtzman’s,
Mr. Wagnon, Mr. Reece’s or Ms. Walker’s decisions not to stand for reelection resulted from any disagreement
with the Company.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure
On December 18, 2025, the Company issued a
press release announcing the Board refreshment initiative, associated changes in Board composition and the creation of the new CAT Committee.
The press release is attached as Exhibit 99.1 and is incorporated by reference.
The information contained in this Item 7.01 and
Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, or incorporated by
reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in
such filing.
Filed exhibits (1)
EX-99.1 (by filename) tm2533931d1_ex99-1.htm
EX-99.1
2
tm2533931d1_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
FOR IMMEDIATE RELEASE
Compass Minerals
Announces
Additions to
Board of Directors
OVERLAND PARK,
Kan. (Dec. 18, 2025) - Compass Minerals (NYSE: CMP), a leading global provider of essential minerals, today announced the
company’s board of directors (the board) appointed four new directors as part of a board refreshment initiative.
Joe Reece, non-executive
chair of the board, commented, “The addition of these directors further enhances the expertise on the board to support the company
as it focuses on its core Salt and Plant Nutrition businesses. Importantly, the additions bring more specific domain expertise to support
the company’s back-to-basics strategy. They bring deep knowledge and experience in industrial and manufacturing businesses, and
in some cases have direct experience in the salt and plant nutrition industries. I’m confident that they will complement our board
and leadership team and help accelerate the progress being made to improve the performance and profitability of the business.”
Compass Minerals
has expanded the size of its board from eight to 12 directors to accommodate these appointments.
In ad…