Business Context and Reporting Period
This Form 8-K Current Report was filed by CTS Corporation on January 7, 2014, with a report date of December 31, 2013. The filing discloses the departure of a named executive officer and the appointment of a successor.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. It focuses exclusively on executive compensation arrangements.
- Outgoing CFO Base Salary: $278,637.96 (annual rate).
- Severance Payment: Fifteen months of salary, payable as a lump sum on September 15, 2014.
- Consulting Fee Cap: Up to $5,000 per month for services rendered between April 1, 2014, and September 30, 2014.
Material Changes
On November 6, 2013, the Company announced the resignation of Thomas A. Kroll as Vice President and Chief Financial Officer, effective March 31, 2014. On November 11, 2013, Ashish Agrawal was appointed to succeed Mr. Kroll. Separation and Consulting Agreements were executed on December 31, 2013, to formalize the transition and compensation terms.
Outlook, Risks, and Unusual Items
The filing details the transition plan to ensure an orderly transfer of duties from Mr. Kroll to Mr. Agrawal. Mr. Kroll will remain employed until March 31, 2014, receiving his base salary and eligibility for pro-rated incentive awards. Following his departure, he will serve as an independent contractor. The filing incorporates the full text of the Separation Agreement and Consulting Agreement as Exhibits 10.1 and 10.2.
Investor Verification Checklist
- Verify the exact lump sum amount of the 15-month severance payment based on the $278,637.96 annual salary.
- Review the specific performance goals required for Mr. Kroll's pro-rated 2013-2015 Long Term Incentive Plan award.
- Confirm the total potential consulting fees payable between April and September 2014.
- Examine the full text of Exhibits 10.1 and 10.2 for any additional restrictive covenants or benefit details not summarized in the report.