Business Context and Reporting Period
This Form 8-K Current Report was filed by Ampco-Pittsburgh Corporation on April 25, 2016. The filing primarily addresses Item 5.02 regarding the departure of a senior officer and the appointment of a new Chief Financial Officer and Treasurer.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on executive compensation and personnel changes.
Material Changes
The material change reported is the leadership transition in the finance department effective April 25, 2016:
- Appointment: Mr. Michael G. McAuley was appointed as Chief Financial Officer and Treasurer.
- Departure: Ms. Marliss D. Johnson ceased serving as CFO and Treasurer but remains with the company in the global finance team.
Management Commentary, Risks, and Unusual Items
Compensation and Agreements:
- Base Salary: Mr. McAuley's annual base salary is set at $340,000.
- Incentive Bonus: He is eligible for an annual incentive target of 50% of his base salary. Participation for 2016 is pro-rated based on the start date, with full participation expected in the 2017 plan year.
- Equity: He will receive equity-based awards under the Omnibus Incentive Plan effective May 1, 2016.
- Change in Control: A Change in Control Agreement was executed. In the event of a change in control followed by termination within 24 months, Mr. McAuley is entitled to severance equal to three times his annual base salary (at the higher of the time of change in control or termination) plus three times the prior year's bonus.
Background: Prior to this role, Mr. McAuley served as SVP and CFO of RTI International Metals, Inc. (2014-2015) and held financial management roles at Goodrich Corporation and Air Products and Chemicals, Inc.
Investor Verification Checklist
- Verify the effective date of the CFO transition (April 25, 2016).
- Review the attached Change in Control Agreement (Exhibit 10.1) for specific definitions of "change in control" and termination conditions.
- Confirm the pro-rata calculation method for the 2016 incentive bonus.
- Check subsequent filings for the formal grant of equity awards mentioned to commence May 1, 2016.