Business Context and Reporting Period
This Form 8-K was filed by Compass Diversified Holdings (NYSE: CODI) and Compass Group Diversified Holdings LLC on July 11, 2013. The report discloses a material change in corporate governance involving the retirement of the Chief Financial Officer and the appointment of a successor.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation and employment terms.
Material Changes
- Departure of CFO: James J. Bottiglieri, Chief Financial Officer, notified the Company of his intention to retire, effective November 30, 2013.
- Appointment of Successor: Ryan J. Faulkingham, currently the Director of Financial Reporting for the Manager, will be appointed as Chief Financial Officer effective November 30, 2013.
- Employment Agreement: An employment agreement was entered into on July 11, 2013, between Compass Group Management LLC and Mr. Faulkingham.
Guidance, Outlook, and Management Commentary
The filing provides no financial guidance, outlook, or management commentary regarding business operations. It details the terms of the new CFO's employment agreement:
- Term: One-year term beginning November 30, 2013, subject to automatic one-year renewals unless 90 days' prior written notice is given.
- Compensation: Annual base salary of $335,000, subject to annual review. An annual bonus is based on performance objectives, payable by March 15 of the following year.
- Benefits: Eligible for group health, dental, life insurance, and retirement plans available to Manager employees. Reimbursement for reasonable travel, meal, and lodging expenses.
- Termination Provisions:
- Severance: If terminated without "proper cause" or if Mr. Faulkingham resigns for "good reason," he is entitled to his base salary rate plus the prior year's bonus.
- Forfeiture: If terminated for "proper cause" or if Mr. Faulkingham resigns without "good reason," all rights and benefits (except accrued salary, expenses, and vested benefits) are forfeited.
- Restrictions: A one-year non-compete and non-solicitation clause applies post-termination.
Investor Verification Checklist
- Verify the effective date of the leadership transition (November 30, 2013).
- Review the full text of the Employment Agreement (Exhibit 10.1) for specific definitions of "proper cause" and "good reason."
- Confirm the press release (Exhibit 99.1) for any additional context on the retirement or appointment.
- Note that this filing contains no financial results; refer to the most recent 10-Q or 10-K for financial metrics.