Business Context and Reporting Period
This Form 8-K Current Report was filed by TTM Technologies, Inc. on August 2, 2023. The filing addresses corporate governance changes under Item 5.02, specifically the departure of the Chief Financial Officer and the appointment of a successor.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation and personnel changes.
Material Changes
- Departure of CFO: Todd B. Schull notified the Company of his intention to step down as Executive Vice President & Chief Financial Officer, effective September 11, 2023.
- Transition Role: From September 11, 2023, until his planned retirement on December 31, 2023, Mr. Schull will serve as a special advisor to the CEO to assist in the transition.
- Appointment of New CFO: Daniel L. Boehle has been appointed to succeed Mr. Schull as Executive Vice President and Chief Financial Officer, with a projected effective date of September 11, 2023.
- Interim Role: Mr. Boehle is expected to join on August 21, 2023, serving as Executive Vice President of Finance until his promotion to CFO.
Guidance, Outlook, and Compensation Details
The filing includes specific details regarding the compensation package for the incoming CFO, Daniel L. Boehle, as outlined in his offer letter:
- Base Salary: $540,000 annually.
- Cash Bonus: Target award at 80% of base salary.
- Restricted Stock Units (RSUs): Initial grant with an approximate value of $427,000, vesting in equal installments over three years.
- Performance Share Units (PSUs): Initial grant with an approximate value of $175,000, vesting based on targets established by the Compensation Committee.
The filing includes a standard cautionary note regarding forward-looking statements, noting that actual results may differ materially from predictions due to various risks and uncertainties.
Investor Verification Checklist
- Verify the exact effective date of Daniel L. Boehle's appointment as CFO (September 11, 2023) versus his start date as EVP of Finance (August 21, 2023).
- Review the full text of the Letter Agreement (Exhibit 10.1) for additional terms, conditions, or severance provisions not summarized in the 8-K.
- Confirm the timeline for Todd B. Schull's retirement (December 31, 2023) and the scope of his advisory role.
- Assess the impact of the leadership transition on the company's strategic direction, as no operational guidance is provided in this specific filing.