Business Context and Reporting Period
This Form 8-K filing by SYNNEX CORPORATION (now TD SYNNEX CORP) covers the date of April 1, 2013. The report details a significant executive leadership change within the company's financial management team.
Key Financial Metrics
The filing does not provide operational financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The financial data presented is limited to the compensation package for the newly appointed Chief Financial Officer.
Material Changes
The primary material change is the appointment of Marshall W. Witt as Chief Financial Officer, effective April 8, 2013. He succeeds Thomas Alsborg, who is retiring. Mr. Alsborg will remain as a consultant until May 31, 2013, to ensure a smooth transition.
Management Commentary and Compensation Details
Mr. Witt brings 15 years of experience with FedEx Corporation and five years with KPMG LLP. His compensation package includes:
- Base Salary: $400,000 annually.
- Profit Share Plan: Target payment of $425,000 (prorated).
- Transition Bonus: $141,667 (one-third of target profit share, prorated).
- Long-Term Incentives: 2013-2015 program with a first-year target of $141,667 (prorated).
- Restricted Stock Award: Initial value of approximately $500,000, vesting 20% annually.
- Sign-on Bonus: $300,000, subject to repayment if he resigns or is terminated for cause within two years.
- Relocation Package: Provided, subject to repayment under similar conditions as the sign-on bonus.
- Change of Control: Entitled to salary continuation (12 to 18 months) and COBRA reimbursement if terminated without cause around a change of control event.
Investor Verification Checklist
- Verify the effective date of the CFO transition (April 8, 2013) and the end date of the outgoing CFO's consulting role (May 31, 2013).
- Review the attached Offer Letter (Exhibit 10.1) for specific vesting schedules and repayment clauses regarding the sign-on bonus and relocation package.
- Confirm the total potential first-year cash compensation including the prorated profit share and transition bonus.
- Monitor future filings for the impact of this leadership change on financial reporting and strategic direction.