[8-K] BRADY CORP Reports Material Event
Brady Corporation entered into a Change of Control Agreement with Andrew T. Gorman, its General Counsel and Secretary, replacing his prior April 6, 2020 agreement. The new agreement, approved by the Management Development and Compensation Committee, aligns Mr. Gorman’s severance arrangements with those of other named executive officers. It provides that if Mr. Gorman experiences a qualifying termination within 24 months after a change of control, he would receive two times his annual base salary and two times his target bonus. The filing notes the written agreement is filed as Exhibit 10.1 and the summary here is qualified by that document.
- Alignment of Mr. Gorman's change‑of‑control terms with other named executive officers, reducing internal inconsistency
- Clear double‑trigger severance formula: two times annual base salary and two times target bonus, providing retention clarity
- Contingent compensation obligation increased for potential change‑of‑control scenarios; exact dollar exposure is not disclosed in this filing
Insights
TL;DR: Change-of-control severance standardized; limited immediate cash impact but increases contingent post-change obligations.
The agreement formalizes a double‑trigger severance equal to two times base salary and two times target bonus for the general counsel if terminated within 24 months of a change in control. This aligns compensation with other named executives, reducing intra-company inconsistency and potential retention risk around a transaction. The arrangement creates contingent liability that could be payable upon a qualifying termination, but the filing does not disclose Mr. Gorman's current salary or bonus target, so the dollar exposure is not quantifiable from this report.
TL;DR: Governance update standardizes executive protections; committee approval indicates routine board oversight.
The Management Development and Compensation Committee approved the replacement agreement to align terms across named executives, suggesting a deliberate governance decision to harmonize post‑change protections. The double‑trigger structure (change of control plus qualifying termination within 24 months) is common practice and intended to preserve independence during transaction periods. The report references Exhibit 10.1 for full terms; without that exhibit the filing provides only the key payment multipliers and the 24‑month window.