Business Context and Reporting Period
This Form 8-K Current Report was filed by Leidos Holdings, Inc. and Leidos, Inc. on June 15, 2015. The filing reports a significant executive leadership change within the Company.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on executive compensation and appointment details.
Material Changes
The primary material change reported is the appointment of James C. Reagan as Executive Vice President and Chief Financial Officer, effective upon his commencement of employment scheduled for July 6, 2015. Mr. Reagan succeeds Mark W. Sopp in this role.
Management Commentary and Compensation Details
The filing details the compensatory arrangements for the new CFO as an inducement to join the Company:
- Base Salary: $550,000 annually.
- Sign-on Bonus: A one-time package with a total grant date fair value of $1.4 million, consisting of $150,000 in cash and equity awards.
- Equity Structure: The equity portion of the sign-on bonus is expected to be allocated as 50% performance share awards, 30% restricted stock unit awards, and 20% non-qualified stock options.
- 2015 Cash Bonus: Eligible for a target range between approximately $267,000 and $422,000 based on performance.
- Severance: Eligible for standard severance benefits if involuntarily terminated without cause or resigns for good reason within 24 months of a change in control.
Mr. Reagan brings prior experience as CFO for Vencore, Inc., Pacific Architects and Engineers (PAE), Vangent, Inc., and Deltek, Inc.
Investor Verification Checklist
- Verify the exact start date of James C. Reagan's employment (scheduled for July 6, 2015).
- Confirm the departure date and transition plan for outgoing CFO Mark W. Sopp.
- Review the specific performance metrics tied to the 50% performance share awards in the sign-on bonus.
- Check subsequent filings for any changes to the compensation structure or employment terms.