8-KLeadership ChangesMaterial Agreements

CHURCH & DWIGHT CO INC /DE/ 8-K Report, Material Agreement (Sep 19, 2006)

Filed September 19, 2006For Securities:CHD

Summary

This Form 8-K filing from Church & Dwight Co., Inc. (CHD) on September 19, 2006, primarily announces a significant change in its financial leadership. Mr. Zvi Eiref has resigned as Vice President Finance and Chief Financial Officer (CFO) in anticipation of his retirement at the end of 2006. Concurrently, Mr. Matthew T. Farrell has been appointed as the new VP Finance and CFO, effective September 19, 2006. Mr. Farrell's appointment comes with a comprehensive employment agreement designed to attract and retain him. Key components include a substantial base salary, performance-based incentive compensation, a sign-on bonus, a deferred payment, and significant equity awards in the form of stock options and restricted stock. These terms reflect the company's investment in securing experienced financial leadership to guide its future financial strategies.

Key Highlights

  • 1Church & Dwight Co., Inc. has appointed Matthew T. Farrell as its new Vice President Finance and Chief Financial Officer.
  • 2The appointment is effective September 19, 2006.
  • 3The previous CFO, Zvi Eiref, has resigned in contemplation of his retirement on December 31, 2006.
  • 4Mr. Farrell's compensation package includes a $450,000 base salary, incentive compensation tied to business targets, a $175,000 sign-on bonus, and a $175,000 payment on his first anniversary.
  • 5Mr. Farrell also received a stock option grant for 75,000 shares vesting in three years and 35,000 shares of restricted stock vesting over three years.
  • 6Mr. Farrell's prior experience includes roles as Executive Vice President and CFO at Alpharma, Inc., and VP of Investor Relations & Communications at Ingersoll-Rand Ltd.

Frequently Asked Questions

The main event is the change in the company's Chief Financial Officer. Matthew T. Farrell has been appointed as the new VP Finance and CFO, while the previous CFO, Zvi Eiref, is retiring.

Mr. Farrell's compensation includes a base salary of $450,000, performance-based incentive compensation with increasing target percentages, a $175,000 sign-on bonus, a $175,000 payment on his first anniversary, 75,000 stock options vesting in three years, and 35,000 restricted shares vesting over three years.

The stock options and restricted stock awards are designed to align Mr. Farrell's interests with those of shareholders and incentivize long-term performance and commitment to the company. The vesting schedules indicate a focus on retention and achievement over several years.

Mr. Farrell has significant financial executive experience. He most recently served as Executive Vice President and CFO of Alpharma, Inc., an international specialty pharmaceutical company. Prior to that, he held a Vice President role in Investor Relations & Communications at Ingersoll-Rand Ltd.