Glatfelter Appoints New CFO, Christopher Lazzaro

TL;DR

Glatfelter names new CFO, Lazzaro, starting April 15th with $450K salary + bonus + $1M stock.

AI Summary

Glatfelter Corporation announced on April 8, 2024, the appointment of Christopher J. Lazzaro as its new Chief Financial Officer, effective April 15, 2024. Lazzaro will receive an annual base salary of $450,000 and will be eligible for a discretionary annual bonus with a target of 75% of his base salary. He will also receive a restricted stock unit award valued at $1,000,000, vesting over three years.

Why It Matters

The appointment of a new CFO is a significant leadership change that can impact financial strategy and investor confidence.

Risk Assessment

Risk Level: medium — Changes in key executive positions like CFO can introduce uncertainty regarding future financial strategies and performance.

Key Numbers

• $450,000 — CFO Base Salary (Annual compensation for Christopher J. Lazzaro)
• 75% — CFO Bonus Target (Potential annual bonus for Christopher J. Lazzaro)
• $1,000,000 — CFO Stock Award (Restricted stock unit award value for Christopher J. Lazzaro)

Key Players & Entities

• Glatfelter Corporation (company) — Registrant
• Christopher J. Lazzaro (person) — Appointed Chief Financial Officer
• $450,000 (dollar_amount) — Annual base salary for new CFO
• 75% (dollar_amount) — Target annual bonus percentage for new CFO
• $1,000,000 (dollar_amount) — Value of restricted stock unit award for new CFO
• April 8, 2024 (date) — Date of report
• April 15, 2024 (date) — Effective date for new CFO

FAQ

Key Financial Figures

• $0.01 — e on which registered Common Stock, $0.01 par value per share GLT New York St
• $575,000 — e the following: Annual base salary of $575,000 Annual cash bonus target opportunity
• $1,200,000 — equity grant with a grant date value of $1,200,000, which would be granted under a new exe
• $550,000 — e the following: Annual base salary of $550,000 Annual cash bonus target opportunity
• $900,000 — equity grant with a grant date value of $900,000, which would be granted under a new exe

Filing Documents

• tm2411083d1_8k.htm (8-K) — 51KB
• tm2411083d1_ex10-1.htm (EX-10.1) — 40KB
• tm2411083d1_ex10-2.htm (EX-10.2) — 36KB
• tm2411083d1_ex99-1.htm (EX-99.1) — 28KB
• tm2411083d1_ex99-1img01.jpg (GRAPHIC) — 4KB
• image_003.jpg (GRAPHIC) — 3KB
• image_002.jpg (GRAPHIC) — 3KB
• 0001104659-24-046076.txt ( ) — 369KB
• glt-20240408.xsd (EX-101.SCH) — 3KB
• glt-20240408_lab.xml (EX-101.LAB) — 33KB
• glt-20240408_pre.xml (EX-101.PRE) — 22KB
• tm2411083d1_8k_htm.xml (XML) — 4KB

02. Departure of Directors or Certain

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As previously disclosed, Glatfelter Corporation, a Pennsylvania corporation (" Glatfelter " or the " Company "), entered into certain definitive agreements with Berry Global Group, Inc., a Delaware corporation (" Berry "), and certain of their respective subsidiaries, which provide for a series of transactions, including the spinoff of the global nonwovens and hygiene films business (the " HHNF Business ") of Berry and subsequent merger of the HHNF Business with and into a subsidiary of Glatfelter (collectively, the " Transaction "). We refer to the post-Transaction newly combined company as NewCo (" NewCo "). On April 10, 2024, the Company entered into executive employment term sheets (each a " Term Sheet ") with (i) James M. Till (Jim), the current Executive Vice President and Controller (Principal Accounting Officer) of Berry, providing for him to be appointed as the Executive Vice President, Chief Financial Officer & Treasurer of NewCo, and (ii) Tarun Manroa, the current Executive Vice President and Chief Strategy Officer of Berry, providing for him to be appointed as the Executive Vice President, Chief Operating Officer of NewCo, for which they will each receive certain compensation and benefits as outlined in their respective Term Sheets. Mr. Till's and Mr. Manroa's employment by NewCo is contingent on and will be effective as of the closing of the Transaction and is otherwise subject to their continuing to be employed and in good standing in their current roles at Berry immediately prior to such time. Mr. Till, 46, joined Berry in 2008 as Director of Finance, then progressed to Vice President of Accounting and Finance in 2010, before moving into his current role as Executive Vice President and Controller (Principal Accounting Officer) in 2014. Mr. Manroa, 43, joined Berry in 2005 in an engineering r

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On April 11, 2024, the Company issued a press release announcing Mr. Till's and Mr. Manroa's appointment and that Mr. Kevin M. Fogarty will continue to serve Glatfelter in the role of Non-Executive Chair of the NewCo Board. A copy of this press release is furnished on Exhibit 99.1 hereto and is incorporated herein by reference. The information in this Item 7.01, including the exhibit attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such filing. Cautionary Statement Concerning Forward-Looking Statements relating to the expected timing, completion and effects of the proposed transaction between Berry Global Group, Inc., a Delaware corporation ("Berry"), and Glatfelter Corporation, a Pennsylvania corporation ("Glatfelter" or the "Company"), are considered "forward-looking" within the meaning of the federal securities laws and are presented pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. You can identify forward-looking statements because they contain words such as "believes," "expects," "may," "will," "should," "would," "could," "seeks," "approximately," "intends," "plans," "estimates," "projects," "outlook," "anticipates" or "looking forward," or similar expressions that relate to strategy, plans, intentions, or expectations. All statements relating to estimates and statements about the expected timing and structure of the proposed transaction, the ability of the parties to complete the proposed transaction, benefits of the transaction, including future financial and operating results, executive and Board transit

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits 10.1 Term Sheet, dated April 10, 2024, by and between James M. Till and Glatfelter Corporation 10.2 Term Sheet, dated April 10, 2024, by and between Tarun Manroa and Glatfelter Corporation 99.1 Press Release dated April 11, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Glatfelter Corporation April 11, 2024 By: /s/ Jill L. Urey Name: Jill L. Urey Title: Vice President, General Counsel & Compliance

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