COMMERCIAL METALS Co appointed Peter R. Matt as new CEO

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


On July 10, 2023, Commercial Metals Company (the "Company") announced that Barbara R. Smith, the Company's Chairman and Chief Executive Officer, has elected to retire as Chief Executive Officer, effective September 1, 2023; Ms. Smith will continue her service on the Company's Board of Directors (the "Board") as Executive Chairman effective September 1, 2023. Peter R. Matt, the Company's President, will assume the role of Chief Executive Officer and President of the Company, effective September 1, 2023. Mr. Matt will continue as a member of the Board, which he joined in June 2020. 

Mr. Matt, 60, has served as the Company's President since April 9, 2023. Prior to serving as the Company's President, Mr. Matt served as Executive Vice President and Chief Financial Officer of Constellium, SE ("Constellium"), a leading global aluminum fabrication company, from January 2017 to April 2023. From November 2015 to November 2016, Mr. Matt served as a Managing Partner for Tumpline Capital, LLC. From 1985 to 2015, he held various leadership positions with Credit Suisse. 

At Constellium, Mr. Matt served as Executive Vice President and Chief Financial Officer, with additional responsibility for strategy, procurement and IT. In these capacities, he played a key role in the turnaround of the company, focusing on improving operating results, enhancing financial flexibility, managing risks, building out the strategic agenda and developing a strong team. Over his 30 years as a banker, he had extensive experience working as an advisor to a wide range of industrial companies, including a number of steel companies, on strategic transactions, including mergers and acquisitions, and a broad range of financing transactions. 

On July 10, 2023, in connection with Mr. Matt's appointment as Chief Executive Officer and President of the Company, Mr. Matt and the Company entered into that certain Amendment No. 2 to the Terms and Conditions of Employment (the "Matt Amendment"). The Matt Amendment, which becomes effective on September 1, 2023, provides for, among other things, (a) Mr. Matt's new title, (b) his duties as Chief Executive Officer and President, and (c) a minimum annual base salary of $1,000,000. In addition, commencing with the fiscal year ending August 31, 2024, Mr. Matt will be eligible to receive an annual cash incentive bonus under the Company's 2013 Cash Incentive Plan, as amended, of up to 125% of his base salary with respect to each fiscal year of the Company ending August 31 during the term of his employment. Mr. Matt will also be eligible to receive a target equity grant under the Company's 2013 Long-Term Equity Incentive Plan of up to 450% of his base salary with respect to fiscal years beginning on or after September 1, 2023. Forty percent of the long-term equity grant will be in the form of restricted stock units ("RSUs"), which will vest annually in substantially equal installments over three years, so long as Mr. Matt remains employed by the Company on such date and certain other conditions are satisfied. Sixty percent of the long-term equity grant will be in the form of performance stock units ("PSUs") which will vest at the end of a multi-year performance period to the extent the applicable performance and other conditions are satisfied and Mr. Matt remains employed by the Company through such date. All of such RSUs and PSUs will be settled in shares of Company common stock. 

On July 10, 2023, in connection with Ms. Smith's appointment as Executive Chairman of the Board, Ms. Smith and the Company entered into that certain Terms and Conditions of Employment and Transition (the "Smith Agreement" and together with the Matt Amendment, the "Agreements"). The Smith Agreement, which becomes effective on September 1, 2023, amends, restates and supersedes her prior employment agreement with the Company, as amended, and provides for, among other things, (i) Ms. Smith's new title, (ii) her duties as Executive Chairman, and (iii) a minimum annual base salary of $800,000. In addition, commencing with the fiscal year ending August 31, 2024, Ms. Smith will be eligible to receive an annual cash incentive bonus under the Company's 2013 Cash Incentive Plan, as amended, of up to 100% of her base salary with respect to each fiscal year of the Company ending August 31 during the term of her employment. Ms. Smith will also be eligible to receive a target equity grant under the Company's 2013 Long-Term Equity Incentive Plan of up to 400% of her base salary with respect to fiscal years beginning on or after September 1, 2023. Forty percent of the long-term equity grant will be in the form of RSUs, which will vest annually in substantially equal installments over three years, so long as Ms. Smith remains employed by the Company on such date and certain other conditions are satisfied. Sixty percent of the long-term equity grant will be in the form of PSUs which will vest at the end of a multi-year performance period to the extent the applicable performance and other conditions are satisfied and Ms. Smith remains employed by the Company through such date. All of such RSUs and PSUs will be settled in shares of Company common stock. 


There are no arrangements or understandings between Mr. Matt and any other persons pursuant to which Mr. Matt was named Chief Executive Officer and President of the Company. Mr. Matt does not have any family relationship with any of the Company's directors or executive officers or any persons nominated or chosen by the Company to be a director or executive officer. Mr. Matt does not have any direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K or Item 5.02(c) of Form 8-K. 

The foregoing description of the Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreements, which will be filed as exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 2023.