Business Context and Reporting Period
Company: TTM Technologies, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: July 30, 2014
Event: Entry into Material Definitive Agreements regarding executive compensation.
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 the terms of new executive severance agreements.
Material Changes
The Company entered into Executive Change in Control Severance Agreements with the following officers:
- Thomas T. Edman (President and CEO)
- Dale Knecht (SVP, Global IT)
- Grace Lee (SVP, Global HR)
- Todd B. Schull (EVP, CFO, Treasurer, Secretary)
- Douglas Soder (EVP, President - North America)
- Canice Chung (EVP, President - Asia Pacific) - Effective July 31, 2014
Guidance, Outlook, and Management Commentary
Severance Terms: The agreements provide benefits if an executive is terminated without "Cause" during a "Pending Change in Control" or within 12 months following a "Change in Control," or if the executive resigns for "Good Reason" within 12 months following a Change in Control. Benefits include:
- Cash Payment: Two times the sum of the executive's annual base salary plus their annual target bonus (assuming 100% performance achievement).
- Equity Acceleration: Immediate full vesting of all unvested time-vest restricted stock units.
- Condition: Receipt of a general release of claims from the executive.
Risks and Contingencies: The filing notes that the summary is not a complete description of terms and is subject to the full text of the agreements filed as Exhibit 10.16.
Investor Verification Checklist
- Review Exhibit 10.16 for the complete definitions of "Cause," "Good Reason," "Pending Change in Control," and "Change in Control."
- Verify the specific annual base salaries and target bonus percentages for each named executive to calculate potential liability.
- Confirm the number of unvested restricted stock units held by each executive as of the termination date.
- Assess the impact of these agreements on the Company's potential cash outflow in the event of a merger or acquisition.