Business Context and Reporting Period
This Form 8-K was filed by SYNNEX Corporation on January 22, 2015. The report details a corporate governance event regarding the Compensation Committee's grant of performance-based restricted stock units (RSUs) to named executive officers 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 executive compensation arrangements rather than financial performance results.
Material Changes
On January 22, 2015, the Compensation Committee granted performance-based RSUs to five named executive officers. The grants are subject to specific vesting conditions tied to financial performance metrics over a three-year period ending November 30, 2017.
- Kevin Murai: 14,750 shares underlying RSU
- Peter Larocque: 8,555 shares underlying RSU
- Dennis Polk: 8,555 shares underlying RSU
- Marshall Witt: 4,077 shares underlying RSU
- Simon Leung: 2,409 shares underlying RSU
Guidance, Outlook, and Management Commentary
The vesting of these RSUs is contingent upon two primary performance metrics measured over a 3-year period:
- Earnings Per Share (EPS) Formula: A cumulative minimum threshold of 75% is required for any vesting to occur. The maximum target performance percentage is 166.7%. Vesting occurs on a sliding scale based on the actual EPS Formula percentage achieved.
- Return on Invested Capital (ROIC): The number of shares vesting based on the EPS metric is adjusted by a percentage increase or decrease corresponding to ROIC performance.
At 100% target performance for both metrics, officers will vest in 50% of the Maximum Amount listed above. If the minimum threshold EPS target is not met, no RSUs will vest regardless of ROIC performance. Vesting is also contingent upon continued employment, with provisions for death prior to the vesting date.
Investor Verification Checklist
- Verify the specific EPS Formula calculation methodology referenced in the long-term incentive program.
- Confirm the company's historical and projected ROIC performance to assess the likelihood of the ROIC adjustment factor.
- Review the employment status of the named officers to ensure they remain eligible for vesting.
- Monitor future filings for actual performance results against the 75% minimum threshold and 166.7% maximum targets.