Business Context and Reporting Period
This Form 8-K Current Report, dated November 2, 2020, pertains to CrossAmerica Partners LP, a publicly traded Delaware limited partnership. The filing primarily addresses Item 5.02 regarding the appointment of a new Chief Financial Officer and changes to executive compensation arrangements.
Key Financial Metrics
The filing does not provide specific financial performance data such as revenue, profit, cash flow, margins, debt levels, or liquidity ratios for the reporting period. The document focuses exclusively on personnel changes and compensation structure.
Material Changes
- Appointment of CFO: Eric Javidi was appointed Chief Financial Officer, effective November 5, 2020, succeeding Jon Benfield (Interim CFO). Mr. Benfield will transition to Chief Accounting Officer.
- Executive Compensation: Mr. Javidi's annual base salary is set at $300,000. He is eligible for the annual performance-based incentive program and standard benefits.
- Termination of EICP: The Board terminated the Executive Income Continuity Plan (EICP) effective November 5, 2020. However, Jon Benfield retains entitlement to benefits under the EICP terms as they existed prior to termination.
Guidance, Outlook, and Management Commentary
The filing outlines a new incentive structure for the CEO and CFO with a measurement period from January 1, 2021, to December 31, 2023. Key components include:
- Incentive Awards: Grants consist of Phantom Units (time-based) and Performance-Based Awards. For the CFO, this includes 6,090 Phantom Units and a Performance-Based Award with an initial dollar target of $135,000.
- Performance Metrics: Performance-Based Awards are weighted 65% on the increase in Funds Flow from Operations per Unit and 35% on Partnership Leverage (Total Debt/EBITDA).
- Vesting: Phantom Units vest 50% ratably over three years and 50% upon death, disability, or non-adverse retirement. Performance awards vest on December 31, 2023.
Investor Verification Checklist
- Verify the effective date of Eric Javidi's appointment (November 5, 2020) and his transition from Southcross Holdings.
- Confirm the specific vesting schedules and performance thresholds for the new Phantom Units and Performance-Based Awards.
- Review the implications of the EICP termination on other executive officers beyond Jon Benfield.
- Check subsequent filings for the actual Funds Flow from Operations per Unit and Partnership Leverage ratios to assess future payout potential.