Business Context and Reporting Period
This Form 8-K Current Report was filed by Dana Holding Corporation on February 21, 2012. The report discloses a significant change in executive management, specifically the appointment of a new Chief Financial Officer (CFO) and the departure of the incumbent.
Key Financial Metrics
The filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation and personnel changes.
Material Changes
The primary material change reported is the leadership transition in the finance department:
- Appointment: William G. Quigley III was appointed Executive Vice President and Chief Financial Officer, effective March 1, 2012.
- Departure: James A. Yost will step down as CFO on March 1, 2012, and leave the company upon the expiration of his employment agreement on May 12, 2012.
- Transition: Mr. Yost will support Mr. Quigley during an orderly transition period until his departure.
Management Commentary and Compensation Details
Mr. Quigley joins Dana from Visteon Corporation, where he served as CFO from 2007 to 2011. His compensation package includes:
- Base Salary: $600,000 annually.
- Annual Bonus: Target of 75% of base salary (prorated for 2012).
- Long-Term Incentives: Eligible for grants valued at 255% of base salary (prorated for 2012), consisting of stock options, restricted stock units, and performance cash.
- Sign-on Stock Options: 20,000 options granted on the effective date, vesting 50% on the second anniversary and 50% on the third anniversary.
- Benefits: Access to standard senior executive plans, including a perquisite allowance, severance policies, and a Supplemental Executive Retirement Plan (SERP).
- Clawback Provision: Sign-on elements are forfeited if Mr. Quigley voluntarily terminates or is terminated for cause within three years (100% forfeiture before the first anniversary; pro-rata thereafter).
Investor Verification Checklist
- Verify the effective date of the CFO transition (March 1, 2012) and the final departure date of the outgoing CFO (May 12, 2012).
- Review the specific vesting schedule for the 20,000 sign-on stock options granted to Mr. Quigley.
- Confirm the prorated nature of the 2012 bonus and long-term incentive grants due to the mid-year start date.
- Examine the attached press release (Exhibit 99.1) for additional context on the strategic rationale for the leadership change.