Business Context and Reporting Period
This Form 8-K Current Report was filed by Avnet, Inc. on December 10, 2012. The filing discloses the appointment of a new Chief Financial Officer and details the associated compensatory arrangements.
Key Financial Metrics
The filing does not report operational financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The financial data provided relates exclusively to executive compensation:
- Annual Salary: $500,000
- Target Cash Incentive: $200,000 (for the second half of fiscal year 2013)
- Signing Bonus: $680,000 total ($400,000 payable within 30 days of start; $280,000 payable at one-year anniversary)
- Restricted Stock Units (RSUs): 25,000 shares (vesting ratably over three years starting January 2, 2014)
- Stock Options: 68,000 options (vesting ratably over four years starting January 2, 2014)
- Performance Share Units: Target of 8,500 units (vesting upon completion of a three-year performance cycle covering fiscal years 2013-2015)
Material Changes
The primary material change is the appointment of Kevin Moriarty as Chief Financial Officer, effective January 2, 2013. Prior to this appointment, Mr. Moriarty served as Vice President and CFO of Honeywell Aerospace (2009-2012) and Honeywell Performance Materials and Technologies (2008-2009).
Outlook, Risks, and Management Commentary
The filing includes no forward-looking guidance, management commentary on business outlook, or discussion of risks and contingencies beyond the standard provisions in the employment letter agreement regarding termination with or without cause and for good reason.
Investor Verification Checklist
- Verify the exact vesting schedules and performance criteria for the 8,500 performance share units.
- Review the full text of the Letter Agreement (Exhibit 10.1) for specific termination clauses and "good reason" definitions.
- Confirm the impact of the $680,000 signing bonus on the company's immediate cash flow and Q4 2012/2013 compensation expenses.
- Check for any concurrent departure of the previous CFO, Raymond Sadowski, who signed this report.