Business Context and Reporting Period
This Form 8-K Current Report was filed by DNOW Inc. on June 2, 2020, regarding events that occurred on June 1, 2020. The filing primarily addresses significant changes in executive leadership and the entry into new material definitive employment agreements.
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 corporate governance and executive compensation arrangements.
Material Changes
The Board of Directors announced the following leadership transitions effective June 1, 2020:
- David Cherechinsky was appointed President and Chief Executive Officer (CEO), replacing Richard Alario who served as Interim CEO. Mr. Cherechinsky was also appointed to the Board of Directors.
- Richard Alario was named Executive Vice Chairman and will remain a member of the Board.
- Mark Johnson was appointed Senior Vice President and Chief Financial Officer (CFO).
New employment agreements were executed for Mr. Cherechinsky and Mr. Johnson, and Mr. Alario's agreement was amended.
Management Commentary and Compensation Details
The filing details the compensation terms for the new executive appointments:
- David Cherechinsky (CEO): Annual base salary of $650,000. Eligible for an annual bonus plan with a target incentive of 100% of base salary and long-term equity awards.
- Mark Johnson (CFO): Annual base salary of $385,000. Eligible for an annual bonus plan with a target incentive of 80% of base salary and long-term equity awards.
- Richard Alario (Executive Vice Chairman): Annual base salary adjusted to $650,000. He is not eligible for the annual bonus plan but may receive long-term equity awards. No severance payments are contemplated under his amended agreement.
Severance terms for Mr. Cherechinsky and Mr. Johnson are referenced in the Company's 2020 Definitive Proxy Statement and their respective employment agreements filed as exhibits.
Investor Verification Checklist
- Review the full text of the employment agreements (Exhibits 10.1, 10.2, and 10.3) for specific severance and change-in-control provisions.
- Verify the press release (Exhibit 99.1) for additional context on the strategic rationale for the leadership changes.
- Consult the 2020 Definitive Proxy Statement for detailed "Potential Payments Upon Termination or Change in Control" for the new executives.
- Note that this filing contains no financial results; refer to the most recent 10-Q or 10-K for financial metrics.