Waters Corporation 8-K Summary
Business Context and Reporting Period
This Form 8-K was filed by Waters Corporation on December 5, 2016, reporting executive leadership changes effective January 9, 2017. The filing addresses the departure of the Chief Financial Officer and the appointment of a successor.
Key Financial Metrics
The filing text does not provide revenue, profit, cash flow, margins, debt, or liquidity metrics. This report focuses exclusively on executive compensation and personnel changes.
Material Changes
- Departure: Eugene G. Cassis, Senior Vice President and Chief Financial Officer, will resign from the CFO role effective January 9, 2017, to transition to a reduced workload and serve in a senior advisory capacity.
- Appointment: Sherry Buck, age 53, has been elected as Senior Vice President and Chief Financial Officer, effective January 9, 2017. She previously served as CFO of Libbey Inc. and held finance leadership roles at Whirlpool Corporation.
Compensation, Outlook, and Risks
The filing details the compensatory arrangements for Ms. Buck, which include:
- Base Salary: $525,000 annually.
- Annual Bonus: Target amount of 75% of base salary, subject to performance objectives.
- Equity Awards:
- Non-qualified stock option award valued at $1,225,000 on the grant date, vesting 20% annually over five years.
- Restricted stock unit award valued at $300,000, vesting one-third annually over three years.
- Additional non-qualified stock option award with a Black-Scholes value of $300,000, vesting 20% annually over five years.
- Sign-on Cash: $300,000, subject to pro-rata repayment if employment terminates without Good Reason or for Cause within one year.
- Severance: In the event of termination without Cause or resignation for Good Reason, Ms. Buck is entitled to 12 months of salary and target bonus, plus insurance premium reimbursement.
The filing includes standard restrictive covenants, including a one-year non-compete and non-solicitation period following termination.
Investor Verification Checklist
- Confirm the exact start date of Sherry Buck's tenure as CFO (January 9, 2017).
- Review the specific vesting schedules and performance conditions for the equity awards granted to Ms. Buck.
- Verify the terms of the change of control/severance agreement to be executed on the start date.
- Monitor the transition plan for Eugene G. Cassis in his new senior advisory capacity.