Business Context and Reporting Period
This Form 8-K Current Report was filed by AAR CORP. on January 3, 2019. The report discloses a significant executive leadership change within the company's financial management structure.
Key Financial Metrics
The filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on executive compensation and appointment details.
Material Changes
The primary material change reported is the appointment of Sean M. Gillen as Vice President and Chief Financial Officer, effective January 7, 2019. Mr. Gillen succeeds Michael D. Milligan and will report to President and CEO John M. Holmes. His responsibilities include financial, accounting, tax, treasury, and investor relations functions.
Management Commentary and Compensation
Mr. Gillen joins AAR from USG Corporation, where he served as Vice President and Treasurer since 2017, following nine years in investment banking at Goldman Sachs & Co. LLC. His compensation package for the current fiscal year includes:
- Annual base salary: $400,000
- Target annual cash bonus: 100% of base salary
- Stock awards: $500,000 (as of grant date)
- Sign-on bonus: $100,000 (payable 30 days after start date)
Additionally, the company will enter into a severance and change in control agreement and an indemnification agreement with Mr. Gillen.
Investor Verification Checklist
- Verify the effective start date of the new CFO (January 7, 2019).
- Confirm the total value of the initial compensation package ($1,000,000 in base and stock, plus $100,000 sign-on).
- Review the referenced severance and change in control agreement (Exhibit 10.1 to the October 11, 2017 Form 8-K) for specific terms.
- Check subsequent filings for the departure details of the former CFO, Michael D. Milligan.