SEC Filing Summary: Form 8-K
Business Context and Reporting Period
Company: SMART Global Holdings, Inc. (SGH)
Filing Date: February 2, 2021
Reporting Period: Current report regarding events occurring on February 2, 2021.
Context: The filing announces a change in senior executive leadership, specifically the appointment of a new Chief Financial Officer (CFO) and the transition of the outgoing CFO to a different executive role.
Key Financial Metrics
This filing is a Current Report (Form 8-K) regarding executive appointments and does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The filing text does not provide a clear value for these items.
Material Changes
- Executive Appointment: Ken Rizvi was appointed Senior Vice President and CFO, effective February 15, 2021.
- Executive Transition: Jack Pacheco ceased serving as CFO on February 15, 2021, and will continue as Executive Vice President, Chief Operating Officer, and President of SMART Modular Technologies, Inc.
- Compensation Structure: The filing details a new compensation package for Mr. Rizvi, including base salary, bonuses, and significant equity grants.
Guidance, Outlook, and Management Commentary
Compensation Details for New CFO (Ken Rizvi):
- Base Salary: $475,000 annualized.
- Sign-on Bonus: $50,000 (subject to repayment conditions).
- Annual Bonus: Target of 80% of base salary ($380,000 for fiscal year 2021 if employed through payment date).
- Equity Grants:
- Restricted Share Units (RSUs): Aggregate fair value of $2,000,000, vesting over four years.
- Performance-Based RSUs (Tier 1): Aggregate fair value of $200,000, vesting subject to stock price reaching 150% of start-date price for 60 consecutive days.
- Performance-Based RSUs (Tier 2): Aggregate fair value of $200,000, vesting subject to stock price reaching 200% of start-date price for 60 consecutive days.
- Severance Provisions:
- Without Cause/Good Reason: 75% of base salary over 12 months, pro-rated bonus, and up to 9 months COBRA.
- Change in Control (within 12 months): 150% of base salary plus 150% of prior year bonus over 12 months, pro-rated bonus, up to 18 months COBRA, and 100% vesting of outstanding equity awards.
Risks and Contingencies: The filing notes that equity awards are subject to definitive award agreements and specific performance metrics. The sign-on bonus is subject to immediate repayment under specific termination or resignation scenarios.
Investor Verification Checklist
- Verify the effective start date of Ken Rizvi as CFO (February 15, 2021).
- Confirm the total potential equity value granted ($2.4 million in aggregate fair value) and the specific stock price performance hurdles required for vesting.
- Review the attached Offer Letter (Exhibit 10.1) for full definitions of "cause," "good reason," and "change in control."
- Monitor the transition of duties from Jack Pacheco to ensure continuity in financial reporting and operations.