SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Cook Teresa D

(Last) (First) (Middle)
C/O COMPASS MINERALS INTERNATIONAL, INC.
9900 WEST 109TH STREET, SUITE 100

(Street)
OVERLAND PARK KS 66210

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
01/19/2022
3. Issuer Name and Ticker or Trading Symbol
COMPASS MINERALS INTERNATIONAL INC [ CMP ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Accounting Officer
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 1,127 D
Common Stock 340(1) I 401(k) Plan
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) (2) 03/10/2022 Common Stock 576 $91.75 D
Stock Option (Right to Buy) (2) 04/01/2023 Common Stock 837 $70.48 D
Stock Option (Right to Buy) (2) 04/03/2024 Common Stock 917 $68 D
Stock Option (Right to Buy) (3) 04/02/2025 Common Stock 2,860 $59.5 D
Performance Stock Unit(ROIC) 04/01/2022 04/01/2022 Common Stock 646 (4) D
Performance Stock Unit(rTSR) 04/01/2022 04/01/2022 Common Stock 621 (5) D
Performance Stock Unit(rTSR) 01/13/2023 01/13/2023 Common Stock 1,045 (6) D
Performance Stock Unit(EBITDA) 03/01/2023 03/01/2023 Common Stock 3,719 (7) D
Performance Stock Unit(EBITDA) 01/13/2024 01/13/2024 Common Stock 1,184 (8) D
Performance Stock Unit(rTSR) 10/15/2024 10/15/2024 Common Stock 754 (6) D
Restricted Stock Unit 04/01/2022 04/01/2022 Common Stock 646 (9) D
Restricted Stock Unit 01/13/2023 01/13/2023 Common Stock 696 (10) D
Restricted Stock Unit 01/13/2024 01/13/2024 Common Stock 526 (11) D
Restricted Stock Unit 10/15/2024 10/15/2024 Common Stock 502 (12) D
Explanation of Responses:
1. The reported number is based on a 401(k) plan statement dated as of January 25, 2022.
2. This stock option award is 100% vested.
3. This stock option award vested 25% on each of April 2, 2019, 2020 and 2021, and will vest 25% on April 2, 2022.
4. Each performance stock unit represents a contingent right to receive between 0% and 200% of one share of Issuer common stock. The reported number of securities represents the target number of shares that may be earned. The actual number of shares that may be earned will be calculated based on the Issuer's return on invested capital over a three-year performance period.
5. Each performance stock unit represents a contingent right to receive between 0% and 150% of one share of Issuer common stock. The reported number of securities represents the target number of shares that may be earned. The actual number of shares that may be earned will be calculated by comparing the Issuer's relative total shareholder return to the total shareholder return for each company comprising the Issuer's peer group over a three-year performance period.
6. Each performance stock unit represents a contingent right to receive between 0% and 200% of one share of Issuer common stock. The reported number of securities represents the target number of shares that may be earned. The actual number of shares that may be earned will be calculated by comparing the Issuer's relative total shareholder return to the total shareholder return for each company comprising the Issuer's peer group over a three-year performance period.
7. Each performance stock unit represents a contingent right to receive between 0% and 200% of one share of Issuer common stock. The reported number of securities represents the target number of shares that may be earned. The actual number of shares that may be earned will be calculated based on the Issuer's earnings before interest, taxes, depreciation, and amortization over a two-year performance period.
8. Each performance stock unit represents a contingent right to receive between 0% and 200% of one share of Issuer common stock. The reported number of securities represents the target number of shares that may be earned. The actual number of shares that may be earned will be calculated based on the Issuer's earnings before interest, taxes, depreciation, and amortization over a three-year performance period.
9. Each restricted stock unit represents a contingent right to receive one share of Issuer common stock. A performance hurdle tied to the Issuer's financial performance has been satisfied. The restricted stock units will vest on April 1, 2022.
10. Each restricted stock unit represents a contingent right to receive one share of Issuer common stock. A performance hurdle tied to the Issuer's financial performance has been satisfied. The restricted stock units will vest on January 13, 2023.
11. Each restricted stock unit represents a contingent right to receive one share of Issuer common stock. A performance hurdle tied to the Issuer's financial performance has been satisfied. The restricted stock units will vest in three equal installments, beginning on the first anniversary of the grant date and ending on January 13, 2024.
12. Each restricted stock unit represents a contingent right to receive one share of Issuer common stock. Vesting of the restricted stock units is contingent on satisfaction of a performance hurdle tied to the Issuer's fiscal year 2022 financial performance. If the performance hurdle is satisfied, the restricted stock units will vest in three equal installments, beginning on the first anniversary of the grant date and ending on October 15, 2024.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Robert B. Porter as Attorney-in-Fact 01/27/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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