Summary
This Form 8-K filing by Kraft Foods Inc. (the predecessor to Mondelez International, Inc.) on April 8, 2011, primarily reports on the departure of its Executive Vice President and Chief Financial Officer, Timothy R. McLevish, and the terms of his separation agreement. The filing details Mr. McLevish's transition period, his agreement to non-compete and non-solicitation clauses, and the compensation he will receive in exchange for these provisions. This includes prorated annual incentives, previously granted restricted stock awards, and performance shares tied to Kraft Foods' future performance. Investors should note that this announcement precedes the eventual spin-off of the global snacks business into Mondelez International, Inc. While this report pertains to Kraft Foods Inc. at the time, the executive changes and compensation arrangements outlined here are significant as they impact the leadership and financial structure of the entity that would later become Mondelez. The appointment of David A. Brearton as the successor CFO is also a key point for understanding leadership continuity.
Key Highlights
- 1Timothy R. McLevish, EVP and CFO of Kraft Foods Inc., departed the role of EVP and CFO effective May 9, 2011, with a transition period extending to June 30, 2011.
- 2David A. Brearton has been appointed as the successor to Mr. McLevish as CFO.
- 3Mr. McLevish entered into a Separation Agreement and General Release with Kraft Foods.
- 4The agreement includes non-compete and non-solicitation provisions for two years post-departure.
- 5In consideration for restrictive covenants, Mr. McLevish will receive a prorated 2011 annual cash incentive award.
- 6He will also receive his 2009 and 2010 restricted stock awards according to their vesting schedules.
- 7Performance shares granted under long-term incentive plans for 2009-2011 and 2010-2012 will be paid based on Kraft Foods' actual performance.