Business Context and Reporting Period
Company: Mayville Engineering Company, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: March 10, 2025
Event: Appointment of a new Senior Vice President for Operations and Supply Chain.
Key Financial Metrics
This filing does not contain general financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The financial information provided is limited to the compensation package for the newly appointed executive.
| Compensation Component | Value |
|---|---|
| Annual Base Salary | $415,000 |
| Target Annual Bonus | 60% of base salary (prorated for partial year) |
| Long-Term Incentive Target Grant | $500,000 (fair value) |
| Sign-on Bonus | $150,000 (subject to repayment clawback) |
Material Changes
The primary material change reported is the appointment of Craig D. Nichols as Senior Vice President of Operations and Supply Chain, effective March 10, 2025. Mr. Nichols joins from Dana Incorporated, where he served as Vice President of Drive System Operations since October 2021.
Outlook, Risks, and Contingencies
Executive Agreements:
- Severance Agreement: Provides a lump sum equal to one year of base salary plus target bonus if terminated without cause or for good reason prior to a change in control.
- Change in Control Agreement: Provides enhanced protections for a two-year period following a change in control. If terminated without cause or for good reason during this period, the executive receives two times the sum of annual base salary and target bonus, plus 24 months of health benefits and full vesting of equity awards.
- Restrictive Covenants: Includes non-solicitation, non-competition, and non-interference clauses effective during employment and for 12 months post-employment.
- Tax Treatment: No tax gross-ups are provided; payments will be structured to minimize excise tax under Section 4999 of the Internal Revenue Code.
Risks: The sign-on bonus is subject to repayment if employment is terminated voluntarily or for performance/misconduct prior to March 10, 2027.
Investor Verification Checklist
- Verify the full text of the Severance Agreement (Exhibit 10.1) and Change in Control Agreement (Exhibit 10.2) for specific termination definitions.
- Review the press release (Exhibit 99) for strategic context regarding the new leadership appointment.
- Monitor future filings for the impact of this executive appointment on operational strategy and supply chain management.
- Note that this filing does not provide updated financial results; refer to the most recent 10-K or 10-Q for company-wide financial metrics.