Business Context and Reporting Period
This Form 8-K Current Report was filed by Exterran Holdings, Inc. (not Archrock, Inc.) on October 6, 2008. The filing reports on corporate governance changes, specifically the appointment of a new executive officer and the associated compensatory arrangements.
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 terms.
Material Changes
- Executive Appointment: Ernie L. Danner was appointed as President and Chief Operating Officer, effective October 8, 2008.
- Role Transition: Stephen A. Snider, the Chief Executive Officer, ceased serving as President upon Mr. Danner's appointment.
- Compensation Structure: Mr. Danner's annual base salary was set at $450,000. He was granted a target 2008 bonus opportunity of 80% of his prorated base salary under the Annual Performance Pay Plan.
- Change of Control Agreement: A new agreement was executed providing for significant severance payments, including three times the sum of base salary and target bonus, plus acceleration of equity awards, in the event of a termination following a change of control within 18 months.
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, or management commentary regarding future business performance. The primary contingency noted is the obligation to make substantial payments to Mr. Danner under the Change of Control Agreement if a termination event occurs within 18 months of a change of control, contingent upon the execution of a waiver and release of claims.
Key Facts for Investor Verification
- Verify the exact effective date of Ernie L. Danner's appointment (October 8, 2008) and the specific terms of his Change of Control Agreement filed as Exhibit 10.1.
- Confirm the total potential payout liability under the Change of Control Agreement, which includes multipliers on salary and bonus plus accelerated equity.
- Note that this filing relates to Exterran Holdings, Inc., not Archrock, Inc., as indicated in the metadata request.
- Review the referenced Annual Performance Pay Plan (Exhibit 10.31 to the 2007 Form 10-K) to understand the specific performance metrics for the bonus opportunity.