Business Context and Reporting Period
This Form 8-K filing by SYNNEX Corporation (now TD SYNNEX Corp) covers the date of February 1, 2019. The report details a specific corporate governance event regarding executive compensation under the company's long-term incentive program.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on the grant of performance-based restricted stock units (RSUs) to executive officers.
Material Changes
On February 1, 2019, the Compensation Committee granted RSUs to six executive officers. Additionally, Michael Urban was appointed President of Worldwide Technology Solutions Distribution effective February 1, 2019.
- Dennis Polk: 14,482 RSUs
- Chris Caldwell: 9,868 RSUs
- Michael Urban: 9,450 RSUs
- Peter Larocque: 9,268 RSUs
- Marshall Witt: 4,290 RSUs
- Simon Leung: 2,660 RSUs
Guidance, Outlook, and Management Commentary
The RSUs are subject to a 3-year performance period ending November 30, 2021. Vesting is contingent upon two metrics:
- Earnings Per Share (EPS) Formula: A minimum threshold of 75% is required for any vesting. The maximum target is 166.7%. Vesting occurs on a sliding scale based on achievement.
- Return on Invested Capital (ROIC): The number of shares vesting based on the EPS metric is adjusted by ROIC performance.
At 100% target performance for both metrics, officers will vest in 50% of the Maximum Amount listed above. If the minimum EPS threshold is not met, no RSUs will vest regardless of ROIC performance. Vesting also requires continued employment, with provisions for death prior to the vesting date.
Investor Verification Checklist
- Verify the specific EPS and ROIC targets defined in the full compensation plan documents.
- Confirm the appointment of Michael Urban as President of Worldwide Technology Solutions Distribution.
- Monitor future filings for actual performance results against the 2021 vesting targets.
- Review the 2018 annual proxy statement for baseline compensation data for the named officers.