Business Context and Reporting Period
This Form 8-K is a current report filed by SYNNEX CORPORATION (now TD SYNNEX CORP) on February 14, 2018. The filing addresses Item 5.02 regarding the appointment of certain officers and compensatory arrangements, specifically the grant of performance-based restricted stock units (RSUs) to named executive officers.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation details.
Material Changes
On February 14, 2018, the Compensation Committee granted performance-based RSUs to four named executive officers under the company's long-term incentive program. The grants are subject to vesting conditions based on financial performance metrics over a three-year period ending November 30, 2020.
- Dennis Polk: 8,644 RSUs
- Peter Larocque: 5,028 RSUs
- Chris Caldwell: 4,832 RSUs
- Marshall Witt: 2,396 RSUs
Guidance, Outlook, and Risks
Vesting Conditions: The RSUs vest based on two cumulative performance metrics measured over three years:
- Earnings Per Share (EPS) Formula: A minimum threshold of 75% is required for any vesting. The maximum target is 166.7%. Vesting occurs on a sliding scale if the threshold is met.
- Return on Invested Capital (ROIC): The number of shares vesting based on the EPS metric is adjusted up or down based on ROIC performance.
Cap and Floor: At 100% target performance for both metrics, officers vest in 50% of the Maximum Amount. No officer can receive more than the Maximum Amount listed above. If the minimum EPS threshold is not met, no RSUs vest regardless of ROIC performance. Vesting is also contingent upon continued employment, with provisions for death prior to the vesting date.
Investor Verification Checklist
- Verify the specific EPS and ROIC targets defined in the company's long-term incentive plan documents.
- Confirm the total number of shares authorized for issuance under the long-term incentive program.
- Review the company's historical EPS and ROIC performance to assess the probability of vesting.
- Check for any subsequent amendments to the compensation plan or changes in executive employment status.