| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 30, 2022, Domtar Corporation (the “Company”) announced that John D. Williams will retire from his position as President and Chief Executive Officer, effective June 30, 2023.
On November 30, 2022, the Company also announced the promotion of Steve Henry to the position of Executive Vice President and Chief Operating Officer (“EVP and COO”), effective as of November 28, 2022. As EVP and COO, Mr. Henry will lead the pulp, paper and packaging operations and commercial functions at Domtar, while Mr. Williams will continue to lead all corporate functions until his retirement.
Mr. Henry, age 50, has served as Senior Vice President Packaging of the Company since February 2021, leading the Company’s entry into the packaging business. He previously held the positions of Vice President, Strategy and Business Analysis, and General Manager at the Company’s Hawesville, KY pulp and paper mill. Prior to joining the Company in 2011, he held a variety of mill and corporate positions at Georgia-Pacific, Weyerhaeuser and International Paper.
On November 28, 2022, the Company and Mr. Henry agreed on Mr. Henry’s new compensation terms in connection with his promotion to EVP and COO. Mr. Henry will be paid an annual base salary of $500,000. He also will receive an annual cash bonus ranging from 0% to 130% of his base salary, based upon achievement of certain performance metrics established by the Board. Mr. Henry also will be entitled to an annual grant under the Company’s Long-Term Incentive program with a grant date value equal to 85% of his annual base salary.
Mr. Henry and the Company also have agreed to enter into a loan and compensation clawback agreement (the “Loan Agreement”). Pursuant to the Loan Agreement, the Company will loan Mr. Henry $1,000,000.00 for ten years at an annual interest rate equal to the applicable long-term federal rate. Mr. Henry’s obligation to repay principal and interest on the loan will be forgiven in either of the following circumstances: (1) 10% of the principal plus accrued interest will be forgiven for each year that Mr. Henry remains an employee, and (2) all of the remaining principal and accrued interest will be forgiven if Mr. Henry’s employment with the Company is either terminated because of his death or disability.
The foregoing summary does not constitute a complete description of, and is qualified in its entirety by reference to, the terms of the letter agreement between Mr. Henry and the Company, which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.