Business Context and Reporting Period
This Form 8-K Current Report was filed by Integer Holdings Corporation on September 25, 2018. The filing reports a material corporate governance event: the appointment of a new Chief Financial Officer.
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 executive compensation and appointment details.
Material Changes
The primary material change reported is the appointment of Jason K. Garland as Executive Vice President and Chief Financial Officer, effective October 2, 2018. Mr. Garland joins from Tiffany & Co., where he served as Divisional Vice President & CFO, Global Sales.
Management Commentary and Compensation Details
The filing details the compensatory arrangements for Mr. Garland:
- Base Salary: $430,000 annually.
- Short-Term Incentive: Target of 65% of base salary; maximum of 150% of target.
- Long-Term Incentive: Target value of $690,000 annually beginning in fiscal year 2019; maximum of 150% of target.
- Sign-on Equity: Restricted stock units valued at $600,000, vesting in equal installments over three years.
- Sign-on Cash Bonus: $50,000.
- Severance: One year of base salary plus medical contributions if terminated without cause.
- Change of Control: Includes a two-year employment guarantee, double base salary, double bonus, $25,000 outplacement fee, two years of benefits, and accelerated equity vesting if terminated within six months of a change of control.
Investor Verification Checklist
- Confirm the effective start date of the new CFO (October 2, 2018).
- Review the total initial compensation package value ($430,000 salary + $50,000 bonus + $600,000 equity).
- Verify the vesting schedule for the $600,000 restricted stock unit grant.
- Assess the potential liability exposure under the change of control agreement (double salary and bonus).
- Check for any prior filings regarding the departure of the previous CFO.