Amendment: Heidrick & Struggles International Inc. filed SEC Form 8-K: Leadership Update
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EXPLANATORY NOTE
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 27, 2025, the Company agreed with Sarah Payne that she will transition from the position of Chief Human Resources Officer to an advisory role, effective March 31, 2025. Ms. Payne will serve in advisory capacity until June 30, 2025, after which she will leave the Company. An executive search process will commence for Ms. Payne’s successor as Chief Human Resources Officer.
Separation Agreement
On February 2, 2025, Ms. Payne and the Company entered into a separation agreement (the “Separation Agreement”) pursuant to which, in consideration for her execution and compliance with the terms and conditions of the Separation Agreement, Ms. Payne will be paid a monthly separation payment of $51,041.67 over eighteen months (the “Severance Period”). The Company shall also accelerate the vesting of 3,655 restricted stock units in accordance with the terms set out in the Company’s Management Severance Pay Plan, filed by the Company as exhibit 10.1 to the Form 8-K filed on April 15, 2022. Finally, Ms. Payne will be entitled to a discretionary bonus for fiscal year 2025 in an amount determined at the sole discretion of the Company, but, in any event, no less than 3 months of Ms. Payne’s salary plus target bonus. As further consideration, Ms. Payne will continue to participate in the Company’s health and welfare benefits programs through the earlier of: a) one year following her separation date; b) the end of the Severance Period or c) the date on which Ms. Payne becomes employed and covered under another employer’s benefit plan.
The forgoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement to be filed with the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2024.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Heidrick & Struggles International, Inc. | ||||||
| (Registrant) | ||||||
| Date: February 6, 2025 |
/s/ Tracey Heaton | |||||
| Name: | Tracey Heaton | |||||
| Title: | Chief Legal Officer & Corporate Secretary | |||||