Business Context and Reporting Period
This Form 8-K Current Report was filed by Builders FirstSource, Inc. on February 23, 2010. The filing discloses the execution of a new employment agreement with M. Chad Crow, the Company's Senior Vice President and Chief Financial Officer.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. The document focuses exclusively on executive compensation terms.
- Base Salary (2010): $350,000
- Target Annual Bonus: 100% of base salary
- Severance (Termination without Cause): One year of base salary and health benefits plus an amount equal to the average bonus compensation earned over the two most recent fiscal years.
Material Changes
The primary material change reported is the formalization of the CFO's compensation package and employment terms effective February 23, 2010. The agreement includes a one-year term with automatic one-year renewals unless 90 days' notice of non-renewal is provided.
Outlook, Risks, and Contingencies
The agreement includes standard restrictive covenants:
- Non-Compete: Prohibits direct or indirect competition during employment and for one year thereafter.
- Non-Solicit: Prohibits soliciting or hiring Company employees during employment and for two years thereafter.
- Confidentiality: Prohibits disclosure of confidential information during employment and for one year thereafter.
No specific financial risks, contingencies, or forward-looking guidance regarding business operations are provided in this filing.
Investor Verification Checklist
- Verify the total potential cash compensation for the CFO in 2010 ($350,000 base + up to $350,000 bonus).
- Review the definition of "cause" and "constructive termination" in the attached Employment Agreement (Exhibit 10.1) to understand severance triggers.
- Confirm the calculation methodology for the "average bonus compensation" used in severance payouts.
- Check subsequent filings for any changes to the executive team or compensation structure.