01—Abstract
Summary
Summary of the 8-K filed May 20, 2024. Cited figures are marked; the original filing is the authoritative source.
On May 18, 2024, Kenneth S.
Wilson ceased to serve as Chief Executive Officer and Director of Jabil Inc. following completion of an internal investigation related to corporate policies. The filing states this investigation did not relate to, and does not impact, Jabil's financial statements or financial reporting. The Board was reduced to nine directors.
Wilson's Separation, Release and Restrictive Covenants Agreement provides a $2,000,000a payment (less taxes and withholdings) in eight quarterly installments of $250,000, retention of 2024-vesting long-term incentive awards, two-year noncompete and non-solicitation provisions, and clawback/forfeiture conditions. Michael Dastoor, previously Interim Chief Executive Officer and Chief Financial Officer, was appointed Chief Executive Officer on May 18, 2024. Gregory B.
Hebard, Senior Vice President, Treasurer, was appointed Executive Vice President and Chief Financial Officer. Steven D. Borges returned to the role of Executive Vice President, Global Business Units, and an amendment to his separation agreement extends his last day of employment, with seven months of garden leave if terminated without Cause.
Additional leadership changes include Gerald "JJ" Creadon no longer serving as Executive Vice President, Operations, with Frederic McCoy appointed to that role, and Matt Crowley and Andrew D. Priestley appointed Executive Vice President, Global Business Units. The company's press release dated May 20, 2024 (Exhibit 99.1) announced these transitions.
02—Key points
Key Highlights
- Kenneth S. Wilson ceased as CEO and Director on May 18, 2024 after an internal investigation into corporate policies; the filing states the investigation does not affect financial statements or reporting.
- Board size reduced to nine directors following Wilson's departure.
- Wilson receives $2,000,000 (less taxes and withholdings) payable in eight quarterly installments of $250,000, plus retention of 2024-vesting long-term incentive awards, subject to a two-year noncompete and clawback provisions.
- Michael Dastoor, previously Interim CEO and CFO, appointed Chief Executive Officer.
- Gregory B. Hebard, Senior Vice President, Treasurer, appointed Executive Vice President and Chief Financial Officer.
- Steven D. Borges returned as Executive Vice President, Global Business Units; his amended agreement adds seven months of garden leave if terminated other than for Cause.
- Frederic McCoy appointed Executive Vice President, Operations, replacing Gerald "JJ" Creadon; Matt Crowley and Andrew D. Priestley appointed Executive Vice President, Global Business Units.
03—Questions
Frequently Asked Questions
Did the internal investigation affect Jabil's financial statements?
No. The filing states the investigation related to corporate policies and did not relate to, and does not impact, Jabil's financial statements or financial reporting.
What compensation will Kenneth Wilson receive after his departure?
Wilson will receive a payment of $2,000,000, less applicable taxes and withholdings, payable in eight equal quarterly installments of $250,000, and he will retain his long-term incentive awards vesting in 2024. These payments are subject to forfeiture and clawback under specified conditions, including violations of restrictive covenants or discovery of information that would have resulted in termination for Cause.
Who is leading Jabil now?
Michael Dastoor was appointed Chief Executive Officer and Gregory B. Hebard was appointed Executive Vice President and Chief Financial Officer, both effective May 18, 2024.
What changes were made to Steven Borges' employment terms?
Borges returned as Executive Vice President, Global Business Units. An amendment dated May 19, 2024 extends his last day of employment to the earliest of a mutually agreed date, termination by Jabil, voluntary resignation, or termination due to death, disability, or loss of legal capacity. If terminated other than for Cause, he will be placed on seven months of garden leave and receive compensation under the original agreement.
Has Jabil disclosed the terms of JJ Creadon's departure?
Not yet. The filing states that Gerald "JJ" Creadon no longer serves as Executive Vice President, Operations as of May 18, 2024, and that any arrangement regarding his departure will be disclosed in a future filing.
04—Continue