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.
Chief Financial Officer Transition
On January 26, 2026, Americold Realty Trust, Inc. (the “Company”) announced that the Board of Directors (the “Board”) of the Company appointed Christopher Papa as the Company’s next Executive Vice President and Chief Financial Officer, effective February 23, 2026.
Mr. Papa, age 60, served as Executive Vice President and Chief Financial Officer of CenterPoint Properties, from August 2020 to January 2026, where he led financial operations, reporting, information technology, and human resources. Mr. Papa also serves on the Board of Directors of Veris Residential, Inc. From June 2016 to February 2020, Mr. Papa served as Executive Vice President & Chief Financial Officer of Liberty Property Trust. From December 2003 to May 2016, Mr. Papa served as Executive Vice President & Chief Financial Officer of Post Properties, Inc. Earlier in his career, he spent 15 years in public accounting with BDO Seidman LLP and Arthur Andersen LLP, advising multifamily and commercial real estate clients on audit, tax, and complex transactions including mergers, acquisitions, and public offerings. Mr. Papa is a Certified Public Accountant and received his Bachelor of Science in Accounting from Clemson University.
In connection with his appointment, Mr. Papa accepted an offer letter dated January 7, 2026 (the “Offer Letter”) pursuant to which he will serve as Executive Vice President and Chief Financial Officer beginning on February 23, 2026. Mr. Papa will receive the following key compensation and benefits:
an initial annual base salary of $650,000;
annual incentive compensation opportunity for meeting stated performance goals targeted at 100% of his base salary;
eligibility to participate in the Company’s 2017 Equity Incentive Plan at such times and in such amounts as the Company’s Compensation Committee shall determine in its sole discretion;
on his start date, a one-time, time-based Restricted Stock Unit (or OP Profits Units) grant with a value of $2,500,000, which will vest in two installments on the first and second anniversaries from the grant date;
aligned with the Company’s regular annual grant cycle, Mr. Papa will receive an award with a targeted value of $1,700,000 in the form of a combination of time-based and performance-based restricted stock units or OP Profits Units, at Mr. Papa’s option; and
a one-time lump sum bonus in the amount of $500,000, minus applicable taxes and deductions, to be paid 30-days after Mr. Papa’s start date.
The foregoing summary of the Offer Letter is not complete and is qualified in its entirety by the Offer Letter, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Mr. Papa will be eligible to participate in the Company’s standard health and welfare benefit plans and will be covered by the Company’s Executive Severance Benefit Plan, as amended, a copy of which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.
There are no family relationships between Mr. Papa and any Company director or executive officer and no arrangements or understandings between Mr. Papa and any other person pursuant to which he was selected as an officer. Mr. Papa is not a party to any current or proposed transaction with the Company for which disclosure is required under Item 404(a) of Regulation S-K.
On January 26, 2026, the Company announced that the Board appointed Scott Henderson, the Company’s current Chief Investment Officer, as Interim Chief Financial Officer, effective January 26, 2026. In connection with this appointment, Mr. Henderson will continue in his role as the Chief Investment Officer and assume the duties of the Company’s Chief Financial Officer until Mr. Papa begins or until his earlier resignation or removal. The compensatory and other material terms of Mr. Henderson’s employment with the Company remain unchanged in connection with the foregoing.
Mr. Henderson, age 48, has served as the Company’s Executive Vice President and Chief Investment Officer since March 2023, after serving as Senior Vice President, Capital Markets, Treasury and Investor Relations since joining the Company in 2018. Mr. Henderson is responsible for leading Americold’s investment and other capital allocation initiatives. He has deep experience in capital allocation, balance sheet management, investor relations, and strategic planning. Mr. Henderson has more than 19 years of experience in the REIT and real estate industry, including with DDR Corp., STAG Industrial and REIT finance at Citizens Bank. Mr. Henderson holds a BSBA from Washington University in St. Louis and an MBA from Columbia Business School.
There are no family relationships between Mr. Henderson and any Company director or executive officer, and no arrangements or understandings between Mr. Henderson and any other person pursuant to which he was selected as an officer. Mr. Henderson is not a party to any current or proposed transaction with the Company for which disclosure is required under Item 404(a) of Regulation S-K.
On January 26, 2026, Jay Wells departed the Company. Mr. Wells’ separation is not related to any disagreement with the Company on any matter relating to its accounting practices, financial statements, internal controls or operations. In connection with his separation, Mr. Wells will receive certain termination benefits consistent with an involuntary termination without cause, as described in further detail in the Offer Letter, dated December 27, 2023, by and between Americold Logistics, LLC and Jay Wells filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 3, 2024 and the Company’s Executive Severance Benefits Plan, as amended, and attached here to as Exhibit 10.2, subject to his execution and non-revocation of a general release of claims and compliance with post-termination restrictive covenants.