Business Context and Reporting Period
This Form 8-K filing by Energizer Holdings, Inc. reports on events occurring on June 6, 2017. The filing addresses significant changes in executive leadership, specifically the departure of the Chief Financial Officer and the appointment of an interim successor.
Key Financial Metrics
The filing does not provide operational financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The financial data contained within this document is limited to executive compensation and severance terms.
Material Changes
- Departure of CFO: Brian K. Hamm, Executive Vice President and Chief Financial Officer, is stepping down to pursue other opportunities. The filing explicitly states this decision is not related to any issues regarding the integrity of the Company's financial statements or accounting policies.
- Interim Appointment: Timothy W. Gorman, currently Vice President of Finance, Controller, and Principal Accounting Officer, has been appointed as interim Chief Financial Officer effective immediately.
- Search for Permanent Successor: The Company has retained Russell Reynolds Associates to conduct a national search for a permanent CFO, considering both internal and external candidates.
Compensation, Risks, and Contingencies
Separation Terms for Brian K. Hamm
- Transition Period: Mr. Hamm will assist the Company through the end of July 2017.
- Equity: He will receive a pro rata portion of unvested time-based and performance-linked Restricted Stock Equivalents (RSEs), subject to conditions. All RSEs will be stock-settled.
- Cash Bonus: Eligible for a cash bonus ranging from $432,600 (target) to $865,200 (stretch), payable on or about November 30, 2017.
- Agreement Terms: The Separation Agreement includes standard confidentiality, non-competition, non-solicitation, and non-disparagement provisions, along with a mutual release of claims.
Compensation for Timothy W. Gorman (Interim CFO)
- Base Salary: Annualized rate of $287,833 plus an additional allowance of $112,167, totaling $400,000.
- Performance Bonus: Eligible for a bonus ranging from $193,477 (target) to $386,954 (stretch) based on 2017 fiscal year results.
- Transition Bonus: A special cash bonus opportunity of up to $240,000 is available based on a successful transition.
Investor Verification Checklist
- Verify the full text of the Separation Agreement (Exhibit 10.1) to confirm specific vesting conditions for Mr. Hamm's RSEs.
- Review the Offer Letter (Exhibit 10.2) for detailed terms regarding Mr. Gorman's interim role and bonus metrics.
- Monitor future filings for the announcement of the permanent CFO appointment.
- Confirm that the departure of the CFO has not impacted the Company's ability to meet upcoming financial reporting deadlines.