Business Context and Reporting Period
This Form 8-K Current Report was filed by Koppers Holdings Inc. on August 7, 2014. The filing reports the appointment of a new Chief Financial Officer effective August 18, 2014.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity metrics. This report focuses exclusively on executive compensation and personnel changes.
Material Changes
The primary material change is the appointment of Mr. Michael J. Zugay as Chief Financial Officer of Koppers Holdings Inc. and Koppers Inc., effective August 18, 2014. Mr. Zugay succeeds the current CFO, Leroy M. Ball, who signed the report.
Management Commentary and Compensation
In connection with his appointment, Mr. Zugay's compensation package includes:
- Base Salary: $350,000 annually.
- Annual Incentive: Target of 60% of base salary, subject to Board determination. 2014 participation will be pro-rated based on the start date, with full participation expected in the 2015 plan year.
- Long-Term Incentives: Participation in the Amended and Restated 2005 Long Term Incentive Plan (LTIP) effective January 1, 2015.
- Change in Control: A change in control agreement is expected to be entered into, substantially similar to the form previously filed as Exhibit 10.80 to the Company's August 8, 2013 Form 10-Q.
Mr. Zugay previously served as Co-CEO/CFO of Michael Baker Corporation (2012-2014) and held senior roles at iGATE Corporation (2001-2008).
Investor Verification Checklist
- Verify the effective start date of Mr. Zugay's employment (August 18, 2014).
- Confirm the pro-rata calculation method for the 2014 annual incentive target.
- Review the specific terms of the Change in Control agreement referenced in the March 27, 2014 Proxy Statement.
- Check for any subsequent filings regarding the departure of the previous CFO, Leroy M. Ball.