Business Context and Reporting Period
This Form 8-K filing by Black Hills Corporation, dated October 31, 2018, reports significant executive leadership changes. The filing details the retirement of the current Chief Executive Officer and the appointment of a successor, effective January 1, 2019.
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 personnel and compensation arrangements.
Material Changes
- CEO Retirement: David R. Emery notified the Board on October 29, 2018, of his retirement as CEO, effective December 31, 2018.
- Transition Role: Emery will serve as Executive Chairman until May 1, 2020.
- New CEO Appointment: Linden R. Evans was elected President and CEO, effective January 1, 2019.
- Board Election: Linden R. Evans was elected to the Board of Directors, effective November 1, 2018.
Compensation and Management Commentary
David R. Emery (Outgoing CEO)
- Executive Chairman Salary: $1,300,000 annually effective January 1, 2019.
- Salary Adjustment: Decreases to $480,000 annually effective January 1, 2020 (prorated to $160,000 for the period Jan 1, 2020, to May 1, 2020).
- Benefits: Continues to receive full-time employee and officer benefits/perquisites until May 1, 2020.
Linden R. Evans (Incoming CEO)
- Base Salary: Increases to $750,000 per annum effective January 1, 2019.
- Short-Term Incentive: Eligible for an annual incentive based on 100% of base salary for 2019.
- Long-Term Incentive: Target award value of $1,500,000 to be granted in January/February 2019.
- Experience: 17 years with the Company, previously serving as President and COO since January 2016.
Investor Verification Checklist
- Verify the exact effective dates for the transition of CEO duties (Dec 31, 2018, to Jan 1, 2019).
- Confirm the total compensation cost impact of the Executive Chairman role through May 2020.
- Review the specific terms of the Long-Term Incentive Plan award for the new CEO.
- Check for any subsequent filings regarding the formal resignation of David R. Emery from the Board after his term expires in April 2020.