8-KLeadership ChangesExhibits & Filings

ROCKWELL AUTOMATION, INC 8-K Report, Executive Changes (Feb 16, 2021)

Filed February 16, 2021For Securities:ROK

Summary

Rockwell Automation, Inc. (ROK) has announced a significant change in its executive leadership with the appointment of Nicholas Gangestad as the new Senior Vice President and Chief Financial Officer (CFO), effective March 1, 2021. Mr. Gangestad brings a wealth of experience, having previously served as CFO for 3M. This appointment follows the departure of Steven Etzel, who had been serving as interim CFO. Mr. Etzel will remain with the company to facilitate a smooth transition. The company has also detailed Mr. Gangestad's compensation package, which includes a base salary, performance-based incentives, a substantial restricted stock unit award, and a sign-on bonus. These arrangements are designed to attract and retain key talent, aligning with the company's long-term incentive plans and standard executive agreements.

Key Highlights

  • 1Nicholas Gangestad appointed as new Senior Vice President and CFO, effective March 1, 2021.
  • 2Mr. Gangestad previously held the CFO position at 3M.
  • 3Steven Etzel transitions from interim CFO to Senior Vice President, Finance, to assist with the transition before his retirement.
  • 4Mr. Gangestad's compensation includes an $800,000 annual salary and a target incentive of 100% of salary.
  • 5A $4,000,000 restricted stock unit award will be granted, vesting over three years.
  • 6A $750,000 sign-on cash payment is provided, subject to a two-year repayment clause under certain conditions.
  • 7Mr. Gangestad will enter into standard change of control and financial restatement reimbursement agreements.

Frequently Asked Questions

Nicholas Gangestad has been appointed as the new Senior Vice President and Chief Financial Officer, effective March 1, 2021. He has a strong background, including his previous role as CFO of 3M.

The primary financial impact relates to Mr. Gangestad's compensation package, which includes a significant base salary, incentive compensation, a substantial restricted stock unit award valued at $4 million, and a $750,000 sign-on bonus. These are standard costs associated with attracting executive talent and are in line with industry practices and the company's existing incentive plans.

Steven Etzel, who served as interim CFO, will remain with Rockwell Automation as Senior Vice President, Finance. His role will be to assist Mr. Gangestad with the transition and ensure continuity until his retirement later in the year.

Yes, the $750,000 sign-on cash payment is subject to repayment if Mr. Gangestad voluntarily resigns or is terminated by the Company for specified reasons within two years of receiving the payment.