01—Abstract
Summary
Summary of the 8-K filed May 31, 2024. Cited figures are marked; the original filing is the authoritative source.
Jabil Inc. (JBL) filed this Form 8-K on May 31, 2024 to disclose a separation agreement with Gerald ("JJ") Creadon, who no longer served as Executive Vice President, Operations as of May 18, 2024, as previously disclosed in a Form 8-K filed May 20, 2024.
Under a Mutual Separation Agreement and Release dated May 24, 2024, Mr. Creadon begins garden leave on June 1, 2024, remains available to support the transition of his responsibilities, and has a Separation Date of March 1, 2025. The agreement provides Mr. Creadon a payment of $1,500,000,a less applicable taxes and withholdings, paid in six equal quarterly installments beginning after the Separation Date. He will also receive his annual cash incentive bonus under Jabil's Short Term Incentive Plan for fiscal year 2024, retain his outstanding equity awards subject to the applicable award agreements, and receive subsidized insurance continuation for the lesser of eighteen months or until he becomes eligible for other group health coverage, subject to a timely COBRA election.
The agreement includes a general release of claims and restrictive covenants: confidentiality, non-disclosure and non-disparagement provisions, non-compete, non-solicitation and non-interference provisions for two years after the Separation Date, and a duty to assist in certain legal proceedings. Cash payments are subject to forfeiture and clawback if he violates these provisions. The full agreement is filed as Exhibit 10.1, with certain portions redacted under Item 601(b)(10)(iv) of Regulation S-K.
02—Key points
Key Highlights
- Gerald ("JJ") Creadon ceased serving as Executive Vice President, Operations as of May 18, 2024, and entered a Mutual Separation Agreement and Release with Jabil dated May 24, 2024.
- Mr. Creadon begins garden leave on June 1, 2024, with his employment ending on the Separation Date of March 1, 2025.
- Severance payment of $1,500,000, less applicable taxes and withholdings, payable in six equal quarterly installments beginning after the Separation Date.
- Mr. Creadon will receive his fiscal year 2024 annual cash incentive bonus under the Short Term Incentive Plan, paid when other officers receive plan payments.
- Outstanding equity awards are retained, with Jabil to abide by the terms of the applicable award agreements.
- Two-year non-compete, non-solicitation and non-interference covenants apply after the Separation Date, with forfeiture and clawback of cash payments for violations.
- The full agreement is filed as Exhibit 10.1, with portions redacted under Item 601(b)(10)(iv) of Regulation S-K.
03—Questions
Frequently Asked Questions
Why is Jabil's Executive Vice President, Operations leaving?
The filing does not state a reason for the departure. It says Mr. Creadon no longer served as Executive Vice President, Operations as of May 18, 2024, and that the separation was documented in a Mutual Separation Agreement and Release dated May 24, 2024.
How much severance is Mr. Creadon receiving?
Under the agreement, Mr. Creadon will receive a payment of $1,500,000, less applicable taxes and withholdings, payable in six equal quarterly installments beginning after the Separation Date of March 1, 2025. He will also receive his fiscal year 2024 annual cash incentive bonus under the Short Term Incentive Plan.
What happens to Mr. Creadon's equity awards?
The agreement provides that Mr. Creadon will retain his outstanding equity awards, and Jabil will abide by the terms of the applicable award agreements.
What restrictions apply to Mr. Creadon after he leaves?
He is subject to confidentiality, non-disclosure and non-disparagement provisions, and to non-compete, non-solicitation and non-interference provisions for two years after the Separation Date. He must also assist Jabil in certain legal proceedings. Cash payments are subject to forfeiture and clawback if he violates the restrictive provisions.
Will investors be able to review the full terms of the agreement?
Yes. The full Mutual Separation Agreement and Release is attached as Exhibit 10.1 to the Form 8-K and incorporated by reference. Certain portions have been redacted under Item 601(b)(10)(iv) of Regulation S-K, and Jabil has agreed to furnish an unredacted copy to the SEC upon request.
04—Continue