Business Context and Reporting Period
This Form 8-K was filed by Black Hills Corporation on July 10, 2008. The report addresses the appointment of a new Chief Financial Officer to fill a vacancy that existed since January 18, 2008.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on executive compensation and personnel changes.
Material Changes
The primary material change is the appointment of Anthony S. Cleberg as Executive Vice President and Chief Financial Officer. Key details include:
- Effective Date: July 16, 2008.
- Principal Financial/Accounting Officer Role: Begins August 12, 2008.
- Interim Status: Chairman and CEO Mr. Emery served as interim Principal Financial Officer and Principal Accounting Officer from January 18, 2008, and will continue until August 12, 2008.
Guidance, Outlook, and Compensation Arrangements
The Board of Directors approved the following compensation package for Mr. Cleberg:
- Base Salary: $315,000 annually.
- Short-Term Incentive Plan (STIP): Target payout of 45% of base salary (range 0% to 200%).
- Long-Term Incentive Plan: Initial grant of $225,000 in restricted stock, vesting one-third annually over three years.
- Agreements: Execution of a Change in Control Agreement and an Indemnification Agreement.
- Benefits: Participation in the 2007 Pension Equalization Plan, standard medical/dental/pension benefits, and executive perquisites (company vehicle, financial planning).
The filing contains no specific financial guidance, outlook, or discussion of risks beyond standard employment contingencies.
Investor Verification Checklist
- Verify the exact grant date for the $225,000 restricted stock award, which is determined two business days after the next quarterly earnings release following employment start.
- Confirm the transition timeline for Mr. Emery stepping down from interim Principal Financial Officer duties on August 12, 2008.
- Review the attached press release (Exhibit 99) for additional context on the appointment.
- Check prior filings (Form 10-K 2007 and 1998) for the specific terms of the Restricted Stock Award Agreement and STIP referenced in the compensation package.