LEGGETT & PLATT INC appointed J. Mitchell Dolloff as new CEO

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


Appointment of J. Mitchell Dolloff as Chief Executive Officer 

On November 9, 2021, the Board of Directors appointed J. Mitchell Dolloff as Chief Executive Officer of the Company, effective January 1, 2022. Mr. Dolloff, age 55, will continue to serve as President of the Company. 

Mr. Dolloff joined Leggett in 2000 in the Mergers & Acquisitions department, transitioned to operations, and has successfully led various of our operations for the past two decades, including our global Automotive business and, more recently, our global Bedding business. Mr. Dolloff was appointed President of the Automotive Asia Division in 2011 and President of the Automotive Group in 2014. He became Senior Vice President and President of the Specialized Products segment in 2016 and was appointed Executive Vice President and President of the Specialized Products and Furniture Products segments in 2017. Mr. Dolloff transitioned to Chief Operating Officer in 2019 and assumed the role of President of the Bedding Products segment in 2020 through August of this year. He joined the Board of Directors in 2020. 

In connection with his appointment, Mr. Dolloff will cease serving as Chief Operating Officer, effective January 1, 2022. 

Mr. Dolloff's compensation will be adjusted in connection with his appointment, as disclosed below. He will serve as President and CEO of the Company until his death, resignation, retirement or removal, or until his successor is appointed. Mr. Dolloff has no family relationships with any director or other executive officer of the Company and has no related person transactions with the Company. 

Retirement of Karl G. Glassman as CEO and Appointment as Executive Chairman 

On November 9, 2021, Karl G. Glassman notified the Company of his decision to retire as Chief Executive Officer, effective December 31, 2021. Upon receiving this notification, the Board appointed Mr. Glassman, age 63, to the position of Executive Chairman of the Board of Directors, to become effective January 1, 2022. As Executive Chairman, Mr. Glassman will continue to serve as an executive officer of the Company. Except as disclosed below, all compensatory or other agreements with Mr. Glassman remain unchanged. 

Approval of 2022 Base Salaries for CEO and Executive Chairman 

On November 9, 2021, the Human Resources and Compensation Committee of the Board of Directors (the "Committee") and the independent directors of the Board of Directors approved the annual rate for the 2022 base salaries for Mr. Dolloff and Mr. Glassman as follows: 


Named Executive Officers
 2021 Annual BaseSalary Rate 2022 Annual BaseSalary Rate 


J. Mitchell Dolloff, President & COO (President & CEO, effective 1/1/2022)
 $ 800,000 $ 1,120,000 


Karl G. Glassman, Chairman & CEO (Executive Chairman, effective 1/1/2022)
 $ 1,225,000 $ 750,000 


The base salaries of the Company's other executive officers are expected to be reviewed by the Committee in February 2022. 


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Approval of 2022 Target Percentages under the Key Officers Incentive Plan for CEO and Executive Chairman 

The Company's executive officers are eligible to receive an annual cash incentive for 2021 under the 2020 Key Officers Incentive Plan ("KOIP") (filed February 19, 2020 as Exhibit 10.1 to the Company's Form 8-K) in accordance with the 2021 KOIP Award Formula (filed as Exhibit 10.2 to the Company's Form 8-K filed February 24, 2021). The Company's executive officers, including Mr. Dolloff and Mr. Glassman, are expected to be eligible to receive an annual cash incentive under the KOIP for 2022. The cash award for 2021 is, and for 2022 is expected to be, calculated by multiplying the executive's annual base salary at the end of the KOIP plan year by a percentage set by the Committee (the "Target Percentage"), then applying the award formula adopted by the Committee for that year. The 2021 KOIP Award Formula established two performance criteria: (i) Return on Capital Employed (60% Relative Weight), and (ii) Cash Flow or Free Cash Flow for certain executives (40% Relative Weight). The 2022 KOIP Award Formula is expected to be established by the Committee in February 2022. The 2021 Target Percentages, as well as the 2022 Target Percentages (which were approved by the Committee and the independent directors of the Board of Directors on November 9, 2021) for Mr. Dolloff and Mr. Glassman are shown in the following table. 


Named Executive Officers
 2021 KOIPTargetPercentage 2022 KOIPTargetPercentage 


J. Mitchell Dolloff, President & COO (President & CEO, effective January 1, 2022) 
 100 % 125 % 


Karl G. Glassman, Chairman & CEO (Executive Chairman, effective January 1, 2022)
 125 % 100 % 


The Target Percentages of the Company's other executive officers are expected to be set by the Committee in February 2022. Attached and incorporated by reference as Exhibit 10.1 is the Company's updated Summary Sheet of Executive Cash Compensation. 

Setting of Long-Term Incentive Award Multiples for CEO and Executive Chairman for 2022 

Equity-based long-term incentive ("LTI") awards are expected to be granted to our executives in February 2022. Each executive officer is expected to receive an LTI award multiple (set by senior management and approved by the Committee), which, except for the Executive Chairman, is expected to be allocated between performance stock units ("PSUs") making up 67% of the overall LTI award and restricted stock units ("RSUs") making up 33% of the overall LTI award. Mr. Glassman, as Executive Chairman, is expected to receive 100% of his 2022 LTI award in RSUs. The number of PSUs and/or RSUs granted to each executive is expected to be determined by multiplying the executive's annual base salary by his or her respective LTI award multiple and dividing this amount by the average closing price of the Company's common stock for the 10 trading days following the applicable fourth quarter earnings release. Below are the 2021 LTI award multiples set by the Committee on February 23, 2021, and the 2022 LTI award multiples approved by the Committee and the independent directors of the Board of Directors on November 9, 2021, for Mr. Dolloff and Mr. Glassman: 


Named Executive Officers
 2021 LTIMultiple 2022 LTIMultiple 


J. Mitchell Dolloff, President & COO (President & CEO, effective January 1, 2022)
 343 % 400 % 


Karl G. Glassman, Chairman & CEO (Executive Chairman, effective January 1, 2022)
 480 % 200 % 


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The 2022 LTI award multiples for the Company's other executive officers are expected to be set in February 2022. 

Grant of Restricted Stock Units to CEO Upon Effective Date of Appointment 

On November 9, 2021, the Committee and the independent directors of the Board of Directors approved a grant of RSUs to Mr. Dolloff. The grant date is expected to be January 1, 2022. The number of RSUs to be granted will be calculated by dividing $1,000,000 by the average closing share price of the Company's stock for the 10 trading days following the 2021 third quarter earnings release. 

The RSUs vest, provided that the executive remains employed with the Company, in one-third (1/3) increments on the first, second, and third anniversaries of the grant date. Upon vesting, each RSU is converted into one share of Company common stock and distributed, subject to reduction for tax withholding. 

Generally, if the executive has a separation from service, before the RSUs vest, they are immediately forfeited. However, if the executive's employment ends due to death or disability, or in certain circumstances due to a Change of Control of the Company, the award will become 100% vested immediately. In addition, if termination is due to retirement on or after age 65, or the date at which the combination of the executive's age and years of service is greater than or equal to 70 years, the executive will continue to receive shares that will vest after the retirement date. 

The RSUs may not be transferred, assigned, pledged or otherwise encumbered, and have no voting or dividend rights. Also, the RSUs contain a non-solicitation covenant during employment and for one year after each vesting date. 

The foregoing is only a brief description and summary of the terms and conditions of the Company's 2021 Form of Restricted Stock Unit Award Agreement and is qualified in its entirety by reference to such document which was filed February 24, 2021 as Exhibit 10.6 to the Company's Form 8-K, and is incorporated herein by reference. 

Use of Company Aircraft for Personal Travel By CEO 

Effective January 1, 2022, Mr. Dolloff will be allowed to use the Company aircraft for personal travel for him and his guests subject to (a) the aircraft not being scheduled for business purposes and (b) his reimbursing the Company for the aggregate incremental cost of such flights, including the costs of any deadhead flights necessitated by such personal use (subject to any applicable reimbursement limits imposed by the Federal Aviation Administration). Mr. Dolloff's ability to use the Company aircraft for personal flights will remain in effect until the Committee repeals or modifies the conditions of his use. The Company will not provide tax reimbursements to Mr. Dolloff for any taxes arising from imputed income relating to his use of the Company aircraft for personal travel by him or his guests.