Blog: SUMMIT MATERIALS, INC. : Change in Directors or Principal Officers, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) – Marketscreener.com

Item 5.02  Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.

On September 8, 2022, Brian J. Harris, Executive Vice President and Chief
Financial Officer of Summit Materials, Inc. (the "Company") informed the Company
of his intention to retire from the Company. The Board of Directors of the
Company (the "Board") has commenced a search for Mr. Harris's successor. In
order to provide for an orderly transition of Mr. Harris's responsibilities and
duties, the Company and Mr. Harris have entered into a Transition and Consulting
Agreement, dated as of September 8, 2022 (the "Transition Agreement"), which was
approved by the Human Capital and Compensation Committee of the Board and will
supersede Mr. Harris's existing employment agreement and participation notice
and agreement under the Company's Senior Personnel Severance Plan (the
"Severance Plan") (other than as described in the Transition Agreement).

The Transition Agreement provides that Mr. Harris will transition from the role
of Executive Vice President and Chief Financial Officer on the date immediately
prior to the date on which Mr. Harris's successor as Chief Financial Officer is
appointed and commences services (such date, the "Transition Date"). On the
Transition Date, Mr. Harris will become a Senior Advisor and will serve in such
non-executive officer position until his employment ends on the later of (x) 30
days following the Transition Date and (y) October 16, 2023 (as applicable, the
"Employment Termination Date"). During the period from the Transition Date
through the Employment Termination Date, Mr. Harris will assist with the
transition of his finance duties, continue performing his other operational
responsibilities, assist with specified strategic goals as the Company continues
to execute its Elevate Summit Strategy, and perform such other duties and render
such other services as are reasonably requested from time to time by his
successor or the Company's Chief Executive Officer (the "CEO"). In return for
Mr. Harris's services from now through the Employment Termination Date, he will
(i) continue to receive his current base salary of $631,000 per year through the
Employment Termination Date; (ii) be eligible to earn an annual cash performance
bonus with a target of 75% of base salary, subject to applicable performance
metrics, for fiscal year 2022 and/or 2023 (or the applicable portion thereof,
subject to the "Bonus Condition" described below); (iii) not be eligible to
receive new equity awards; (iv) be entitled to participate in Company employee
benefit plans; and (v) have his equity awards continue to vest pursuant to their
terms. Additionally, Mr. Harris will remain eligible to participate in the
Severance Plan through the Employment Termination Date, after which his
participation will end. If Mr. Harris's employment is terminated prior to the
Employment Termination Date, (i) he will only be entitled to payments pursuant
to the Severance Plan upon a "Qualifying Change in Control Termination" or
"Qualifying Termination" per the terms of the Severance Plan and (ii) his
existing equity awards will be treated in accordance with the retirement or
forfeiture provisions of the applicable award agreements.

Further, Mr. Harris has agreed that he will remain available for consultation
from the Employment Termination Date through December 31, 2024 (the "Consulting
Period"). During the Consulting Period, Mr. Harris will provide such consulting
services as may be reasonably requested from time to time by his successor or
the CEO, which services are expected to include (a) advising on and assisting
with quarterly, annual close and reporting, (b) assisting with annual budgeting
and forecasting, (c) assisting with transitioning his operational
responsibilities, (d) advising on the Company's capital structure and
financings, (e) advising on matters related to the Company's "up-C" structure,
including its Tax Receivable Agreement, and (f) performing such other duties and
rendering such other services as are reasonably requested from time to time by
his successor or the CEO. During the Consulting Period, and provided he signs
and does not revoke a release (as described below), Mr. Harris will (i) continue
to be paid by the Company at the monthly equivalent of his annual base salary;
(ii) receive either (x) if the Transition Date occurs in fiscal 2022, the fiscal
2022 annual bonus (without pro-ration) based on actual performance, and no
fiscal 2023 bonus, or (y) if the Transition Date occurs in fiscal 2023, the
fiscal 2023 annual bonus (pro-rated for the portion of such year prior to the
Transition Date) based on actual performance (the "Bonus Condition"); (iii)
receive cash payments equal to the amount of his monthly COBRA insurance
premiums through the earlier of the end of the Consulting Period or when he
obtains coverage through a third-party employer; and (iv) be eligible for an
annual executive physical exam under the Company's executive health program. In
the event that the consulting services are terminated (A) due to Mr. Harris's
death or disability, (B) by the Company without cause prior to a change in
control, or (C) by the Company following a change in control, Mr. Harris (or his
beneficiary or estate, as applicable) will receive any remaining payments and
benefits as if such termination had not occurred. In the event that the
consulting services are terminated by the Company for cause or by Mr. Harris,
Mr. Harris will not receive the remaining payments and benefits (other than
accrued and unpaid consulting fees).

Pursuant to the Transition Agreement, Mr. Harris is required to provide,
following the Employment Termination Date, a customary release of any claims he
may have against the Company and has agreed to be subject to a (i) non-compete,
(ii) client non-solicitation, and (iii) employee non-solicitations and employee
no-hire covenants until December 31, 2024. Mr. Harris will also be subject to
indefinite confidentiality, intellectual property assignment and
non-disparagement covenants.

The foregoing summary of the Transition Agreement is qualified in its entirety
by reference to the full text of the Transition Agreement, which is attached
hereto as Exhibit 10.1.



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Item 7.01 Regulation FD Disclosure.

On September 12, 2022, the Company issued a press release announcing Mr.
Harris’s retirement. A copy of the Company’s press release is attached as
Exhibit 99.1 to this report.


The information included under Item 7.01 of report, including Exhibit 99.1
attached hereto, is being furnished and shall not be deemed "filed" for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to the liabilities of such section. The information
in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall
not be incorporated by reference into any filing under the Securities Act of
1933, as amended, or the Exchange Act, unless specifically incorporated by
reference into any such filing.


Item 9.01 Financial Statements and Exhibits.

  (d)  Exhibits

     Exhibit No.                                           Description

                              Transition and Consulting Agreement by and among Summit Materials, Inc.
10.1                        and Brian J. Harris dated as of September 8, 2022.

99.1                          Press Release of Summit Materials, Inc. dated September 12, 2022.

                            Cover Page Interactive Data File (embedded within the Inline XBRL
104.1                       document)




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