Rimini Street, Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Rimini Street, Inc. on April 6, 2023, covering events occurring on March 31, 2023, and effective April 1, 2023. The filing details the approval of the 2023 Long-Term Incentive Plan (LTI Plan) and amendments to executive compensation agreements for the President, CEO, and CFO.
Key Financial Metrics
The filing does not report revenue, profit, cash flow, margins, debt, or liquidity metrics. It focuses exclusively on executive compensation structures and equity grant valuations based on a stock price of $3.93 per share on the Date of Grant.
Material Changes and Executive Compensation
The Compensation Committee approved significant changes to executive compensation effective April 1, 2023:
- 2023 LTI Plan Awards:
- Seth A. Ravin (CEO): Total target value of $3,000,000. Allocated as $1,500,000 in Performance Units (PSUs), $900,000 in Restricted Stock Units (RSUs), and $600,000 in Options. Grants included 381,679 PSUs, 229,007 RSUs, and 276,816 Options.
- Michael L. Perica (CFO): Total target value of $1,000,000. Allocated as $400,000 in PSUs, $200,000 in RSUs, and $400,000 in Options. Grants included 101,781 PSUs, 50,890 RSUs, and 184,544 Options.
- Performance Metrics: PSUs vest based on 50% achievement of a target Adjusted EBITDA goal and 50% achievement of a target Total Revenue goal for the 2023 performance period. Vesting ranges from 0% to 200% of target.
- Base Salary and Incentive Adjustments:
- Seth A. Ravin: Base salary increased from $450,000 to $475,000 annually. Target annual incentive opportunity increased from $450,000 to $475,000 annually.
- Michael L. Perica: Base salary remains at $360,000 annually. Target annual incentive opportunity increased from $241,000 to $265,000 annually.
Guidance, Risks, and Contingencies
The filing outlines specific vesting contingencies tied to continued service and performance targets. Accelerated vesting provisions apply to Mr. Ravin upon cessation of service and to other executives in the event of termination without "cause" or resignation for "good reason" within 24 months of a "change of control." The filing does not provide forward-looking financial guidance or discuss general business risks beyond the terms of the compensation agreements.
Investor Verification Checklist
- Verify the specific definitions of "Adjusted EBITDA" and "Total Revenue" targets used for the 2023 PSU performance period.
- Review the full text of the Second Amendment to Seth A. Ravin's Employment Agreement (Exhibit 10.2) for detailed accelerated vesting triggers.
- Confirm the total number of shares available under the 2013 Equity Incentive Plan to assess dilution impact from these new grants.
- Monitor future filings for the actual achievement of the 2023 performance targets to determine final PSU vesting amounts.