8-K: Koppers CFO Jimmi Sue Smith Retires, Bradley Pearce Named Interim

Koppers Holdings Inc. announced the retirement of Chief Financial Officer Jimmi Sue Smith, effective January 5, 2026, with Chief Accounting Officer Bradley Pearce appointed as interim CFO.

Summary

• Jimmi Sue Smith retired from her position as Chief Financial Officer of Koppers Holdings Inc. effective January 5, 2026.
• Ms. Smith will continue to serve as Treasurer and in an advisory role to assist with an orderly transition, remaining a full-time employee through February 28, 2026.
• Her decision to retire is not due to any disagreements with Koppers or any matters related to the company's financial statements, internal control over financial reporting, operations, policies, or practices.
• Bradley A. Pearce, Koppers' Chief Accounting Officer, has been elected by the Board of Directors to act as interim Chief Financial Officer and Chief Accounting Officer, effective January 5, 2026.
• Mr. Pearce, age 59, has served as Chief Accounting Officer since May 2019 and has been with Koppers since 2006.
• In connection with his interim appointment, Mr. Pearce's annual base salary was increased to $400,000, effective January 1, 2026.
• His target annual cash incentive multiplier was increased from 40 percent to 60 percent of his annual base salary, while his target long-term incentive award multiplier remains 80 percent of his annual base salary.
• Koppers will conduct an external search to identify a permanent successor for the Chief Financial Officer role.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive due to the smooth transition, the absence of disagreements as a reason for departure, and the appointment of an experienced internal interim CFO. The outgoing CFO's accomplishments, particularly in capital structure and free cash flow, are highlighted. However, the departure of a key executive always introduces a degree of uncertainty until a permanent successor is named.

Positives

• The retirement of Jimmi Sue Smith is not due to any disagreements with Koppers or any issues related to financial reporting or operations, indicating a smooth transition.
• Ms. Smith will remain with the company in an advisory role and as Treasurer through February 28, 2026, ensuring continuity during the transition period.
• Bradley A. Pearce, an experienced internal candidate who has served as Chief Accounting Officer since May 2019 and with Koppers since 2006, has been appointed as interim CFO, providing stability.
• Ms. Smith's tenure included successfully optimizing the company's capital structure, spearheading free cash flow improvement, securing a 7-year, $400 million senior secured Term Loan B, and extending the revolving credit facility maturity from 2025 to 2030, enhancing financial flexibility.

Risks

• Availability of and fluctuations in the prices of key raw materials, including coal tar, lumber, and scrap copper.
• Impact of changes in commodity prices, such as oil, copper, and chemicals, on product margins.
• The extent of the dependence of certain businesses on specific market sectors and customers.
• Economic, political, and environmental conditions in international markets, including governmental changes, tariffs, restrictions on trade, and restrictions on the ability to transfer capital across countries.
• General economic and business conditions.
• Potential difficulties in protecting intellectual property.
• The ratings on debt and the ability to repay or refinance outstanding indebtedness as it matures.
• Ability to operate within the limitations of debt covenants.
• Unexpected business disruptions.
• Potential delays in timing or changes to expected benefits from cost reduction efforts.
• Timing and results of any transformation initiatives, including estimates and assumptions related to cost and anticipated benefits.
• Potential impairment of goodwill and/or long-lived assets.
• Demand for Koppers' goods and services.
• Competitive conditions.
• Capital market conditions, including interest rates, borrowing costs, and foreign currency rate fluctuations.
• Disruptions and inefficiencies in the supply chain.
• Changes in laws.
• The impact of environmental laws and regulations and compliance therewith.
• Unfavorable resolution of claims against the company.

Future Outlook

Koppers will conduct an external search to identify a permanent successor for the Chief Financial Officer role. The company's forward-looking statements are subject to various risks and uncertainties, including those related to raw material prices, commodity price fluctuations, economic conditions, and capital market conditions.

Management Comments

• Chief Executive Officer Leroy Ball stated, "Jimmi Sue's impact on Koppers will continue to be felt long after her departure. Joining the company as VP of Finance and Treasurer just weeks before the COVID-19 pandemic, she quickly ascended to the CFO role and helped ensure we remained on solid footing during a perilous time. In addition to successfully optimizing the company's capital structure, she also spearheaded the effort to increase our emphasis on free cash flow improvement, resulting in more dollars being returned to shareholders in the last two years than at any point in company history."
• Ms. Smith commented, "It has been an honor to serve as Koppers CFO, to be part of such a storied company and to work alongside such an amazing group of people. I am immensely proud of everything the finance team has accomplished during my time at Koppers, including modernizing and improving our capital structure, upgrading our financial systems, and most importantly, reorganizing our work to better develop our talent and improve efficiency. While I look forward to retirement and the opportunity to spend more time with my family, I will miss working with my exceptional colleagues. I leave knowing that Koppers is well positioned for continued success."

Industry Context

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Management Changes

Corporate Governance

Related Party Transactions

• Bradley A. Pearce does not have any family relationships with any of the company's directors or executive officers and is not a party to any transactions of the type described in Item 404(a) of Regulation S-K.

Stakeholder Impact

• Shareholders: The transition is managed with an experienced internal interim CFO and no stated disagreements, suggesting stability in financial leadership. The search for a permanent CFO could bring new strategic perspectives.
• Employees: The appointment of an internal interim CFO may provide a sense of continuity and opportunity for existing personnel.
• Creditors: The company's financial stability is reinforced by the smooth transition and the outgoing CFO's past accomplishments in optimizing capital structure and extending credit facilities.

Next Steps

• Koppers and Ms. Smith are negotiating a transition agreement, and an amendment to this report will be filed upon its execution.
• An external search will be conducted to identify a permanent successor for the Chief Financial Officer position.

Key Dates

Recommendation

The departure of a CFO is a significant event, but the company has managed it with a smooth transition, an experienced interim replacement, and explicitly stated no disagreements. This suggests stability in financial leadership, warranting a 'hold' rather than a 'sell' or 'buy' based solely on this announcement. Investors should await the appointment of a permanent CFO and subsequent financial reports for further evaluation.

Keywords

Koppers, KOP, CFO, Chief Financial Officer, retirement, management change, interim appointment, corporate governance, financial reporting, accounting, executive transition