Business Context and Reporting Period
This Form 8-K is a current report filed by Greatbatch, Inc. (not Integer Holdings Corp) on March 2, 2012, covering events announced on March 8, 2012. The filing details significant executive leadership changes within the company.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. It focuses exclusively on executive compensation arrangements and employment terms.
Material Changes
- Appointment of CFO: Michael Dinkins, age 57, was appointed Senior Vice President and Chief Financial Officer, replacing Thomas J. Mazza. Mr. Dinkins will resign from the Board of Directors upon starting employment, expected within 60 days.
- Role Reassignments: Thomas J. Mazza will transition to Vice President, Corporate Controller, and Principal Accounting Officer. Marco Benedetti will lead financial planning, analysis, and investor relations.
- Appointment of CTO: Daniel R. Kaiser, Ph.D., was appointed Vice President and Chief Technology Officer to lead the QiG Group and provide technical leadership to the Medical and Electrochem segments.
Compensation, Outlook, and Risks
Michael Dinkins Compensation:
- Annual base salary: $360,000.
- Short-term cash incentive: 75% of salary at target; 145% at maximum.
- Long-term equity awards: Valued at 260% of base salary at maximum payout.
- Severance: One year of base salary and benefits if terminated without cause.
- Change of Control: Two years of employment continuation. If terminated within six months before or after a change of control (without cause/death/disability), he receives two times base salary, two times the greater of average cash bonus or current target bonus, two times the 401(k) discretionary contribution, $25,000 for outplacement, two years of medical coverage, and accelerated equity vesting.
Thomas J. Mazza Compensation:
- Current base salary and bonus opportunity guaranteed for two years.
- Long-term equity eligibility begins January 2013 at 0-90% of base salary.
- Severance: 12 months of salary and incentives or remainder of the two-year term (whichever is longer) if terminated without cause.
Risks and Contingencies: The filing does not disclose specific financial risks or contingencies beyond standard employment termination provisions.
Investor Verification Checklist
- Verify the exact start date for Michael Dinkins' employment and his resignation from the Board.
- Confirm the transition timeline for Thomas J. Mazza and Marco Benedetti's new roles.
- Review the attached press release (Exhibit 99.1) for additional context on the strategic rationale for these appointments.
- Note that the filing contains no financial performance data; refer to the most recent 10-K or 10-Q for financial metrics.