LEGGETT & PLATT INC 8-K

What Happened
Leggett & Platt (LEG) told investors on Feb 24, 2026 (Form 8‑K) that its compensation committee approved 2026 base salaries, annual cash incentive target percentages under the Key Officers Incentive Plan (KOIP), and long‑term incentive (LTI) award multiples and award terms for named executive officers. Key approvals occurred Feb 19, 2026, with equity grants approved subject to a delayed effective grant date of Feb 26, 2026 (subject to continued employment). CEO Karl G. Glassman’s base salary was raised from $1,275,000 in 2025 to $1,315,000 in 2026; his KOIP target remains 135% and his LTI multiple remains 570%.

Key Details

• 2026 base salary changes (selected): Glassman $1,275,000 → $1,315,000; Burns (CFO) $600,000 → $618,000; Hagale $600,000 → $618,000; Smith $525,000 → $550,000; Davis $490,000 → $515,000.
• 2026 KOIP Target Percentages: Glassman 135%; Burns 80%; Hagale 80%; Smith 80%; Davis 70% → 75%. KOIP awards = base salary × target % × performance achievement.
• KOIP performance mix (2026): EBITDA 65% + Cash Flow (or Free Cash Flow for profit center leads) 35%. Corporate participant thresholds: EBITDA below $300.00M → no payout; target $375.00M → 100% (max payout at $468.75M). Cash Flow: below $185.04M → no payout; target $231.30M → 100% (max $289.13M).
• Profit center targets (50% = threshold, 100% = target, 200% = max) — examples: Bedding EBITDA threshold $133.92M / target $167.40M / max $209.25M; Bedding FCF threshold $72.88M / target $91.10M / max $113.88M. Critical compliance adjustments of +5% to -20% may apply to profit center results.
• LTI program: 60% of LTI in Performance Stock Units (PSUs), 40% in Restricted Stock Units (RSUs). 2026 LTI multiples: Glassman 570%; Burns/Hagale/Smith 200%; Davis 170% → 175%. RSUs vest one‑third per year over three years (retirement/ death/disability provisions apply).
• PSU design: 3‑year performance period; 50% weighted to cumulative EBITDA and 50% to ROIC; payout base ranges 0%–200% by achievement. Relative TSR vs. peer group (S&P 500/400 companies in Industrial, Consumer Discretionary, Materials) applies a multiplier (0.75 bottom quartile to 1.25 top quartile). If absolute TSR is negative, the Relative TSR multiplier cannot increase payout above 100%. PSU payout is normally 50% cash and 50% stock (company may pay up to 100% cash except for Section 16 officers). Change‑in‑control termination can trigger a 200% payout.

Why It Matters
This filing gives investors a clear view of executive pay incentives for 2026: (1) modest base‑salary increases for senior executives, (2) KOIP targets and explicit EBITDA/Cash Flow thresholds that tie annual cash payouts to company and profit‑center financial performance, and (3) LTI awards that strongly link multi‑year equity payouts to cumulative EBITDA, ROIC and relative TSR versus peers. The targets, caps and penalty/adjustment rules (e.g., thresholds, 200% caps, critical compliance adjustments) show how compensation rewards sustained operational and stock‑price performance while limiting payouts when company results fall below specified levels.