Business Context and Reporting Period
This Form 8-K Current Report was filed by STAR GROUP, L.P. on March 18, 2019. The filing primarily addresses significant changes in executive leadership and board composition at Kestrel Heat, LLC, the Company's general partner.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on personnel appointments, resignations, and associated compensation arrangements.
Material Changes
The filing reports the following material changes in corporate governance and management effective March 18, 2019:
- Appointment of Jeffrey M. Woosnam: Elected to the Board of Directors of Kestrel Heat, LLC and appointed President and Chief Executive Officer. He previously served as Senior Vice President, Southern Operations.
- Appointment of Jeffrey S. Hammond: Appointed Chief Operating Officer of Kestrel Heat. He previously served as Senior Vice President, Northern Operations.
- Appointment of Joseph R. McDonald: Appointed Chief Customer Officer of Kestrel Heat. He previously served as Senior Vice President of Sales, Marketing & Retention.
- Resignation of Daniel Donovan: Resigned as interim President and Chief Executive Officer effective March 18, 2019. He will remain a Board member and provide consulting services until April 30, 2019.
Compensation and Indemnification
The filing details specific compensatory arrangements for the new officers and the departing interim CEO:
- Jeffrey M. Woosnam: Annual base salary of $316,702.
- Jeffrey S. Hammond: Annual base salary of $307,756.
- Joseph R. McDonald: Annual base salary of $307,756.
- Daniel Donovan: Will receive a consulting salary of $45,000 per month until April 30, 2019.
- General Terms: All three new officers are eligible for the Company's annual discretionary profit sharing and management incentive compensation plans. Each will also enter into an indemnification agreement with Kestrel Heat covering legal expenses and judgments, with terms lasting up to 10 years after service ends.
Investor Verification Checklist
- Verify the effective dates of the new executive appointments and the resignation of the interim CEO.
- Confirm the specific base salary amounts disclosed for the new President/CEO, COO, and Chief Customer Officer.
- Review the terms of the consulting agreement for Daniel Donovan, specifically the duration (through April 30, 2019) and monthly compensation.
- Check for the existence of the referenced press release (Exhibit 99.1) for additional context on the leadership transition.