Business Context and Reporting Period
This Form 8-K Current Report was filed by Asbury Automotive Group, Inc. on May 5, 2017, regarding events occurring on May 3, 2017. The filing discloses the appointment of a new Senior Vice President and Chief Financial Officer.
Key Financial Metrics
This filing does not contain revenue, profit, cash flow, margin, debt, or liquidity metrics. It focuses exclusively on executive compensation and appointment details.
Material Changes
The primary material change is the appointment of Sean D. Goodman as Senior Vice President and Chief Financial Officer, effective July 5, 2017. Mr. Goodman will assume the role of Principal Financial Officer, ending the tenure of the current Interim Principal Financial Officer, Mr. Stax, who will continue as Corporate Controller and Chief Accounting Officer.
Compensation and Management Commentary
Mr. Goodman's compensation package includes the following terms:
- Base Salary: $600,000 annually.
- Signing Bonus: $150,000 one-time payment in lieu of relocation benefits.
- Equity Award: Restricted shares valued at $600,000, vesting ratably over 3 years.
- Annual Bonus: Target cash bonus equal to 75% of base salary, pro-rated for 2017.
- Severance: One year of base salary continuation and a pro-rated bonus if terminated without "cause" or resigning for "good reason."
Mr. Goodman joins from Unifi, Inc., where he served as CFO and Chief Accounting Officer since January 2016. His prior experience includes roles at Landis+Gyr, Inc., The Home Depot, Inc., Morgan Stanley, and Deloitte & Touche LLP.
Investor Verification Checklist
- Verify the effective start date of July 5, 2017, for the new CFO.
- Confirm the total initial cash compensation ($750,000) and equity value ($600,000) disclosed in the Letter Agreement (Exhibit 10.1).
- Review the specific definitions of "cause" and "good reason" in the severance agreement to understand termination risks.
- Monitor the transition of duties from the Interim CFO to Mr. Goodman in the upcoming quarter.