Business Context and Reporting Period
This Form 8-K filing by TTM Technologies, Inc. is dated February 21, 2013. The report discloses the execution of a Separation and Release Agreement with Steven W. Richards, who is stepping down as Chief Financial Officer.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. It focuses exclusively on executive compensation and severance terms.
- Severance Payment: $320,833.34 (conditional on non-revocation of releases).
- Payment Schedule: Two equal installments; first within 10 business days of irrevocable releases, second on September 3, 2013.
- Health Benefits: Company to pay premiums for six months under COBRA.
- Outplacement Services: Up to three months, capped at $5,000.
Material Changes
The primary material change is the departure of the Chief Financial Officer. Mr. Richards began a paid leave of absence on March 2, 2013, and will fully resign on March 29, 2013. His base salary continues through the resignation date.
Outlook, Risks, and Unusual Items
Equity Vesting: Outstanding restricted stock units (RSUs) will continue to vest according to their original terms. However, any portion of RSUs remaining unvested as of March 29, 2013, will lapse and not vest.
Conditions: The severance payment and benefits are contingent upon Mr. Richards not revoking his releases of claims against the Company within the applicable seven-day revocation periods.
Covenants: The agreement includes standard restrictive covenants regarding confidentiality, non-disparagement, non-solicitation, and non-interference.
Investor Verification Checklist
- Verify the exact date Mr. Richards' releases become irrevocable to confirm the timing of the first severance payment.
- Review the upcoming Form 10-Q for the first quarter of 2013 for the full text of the Separation Agreement.
- Monitor announcements regarding the appointment of a new Chief Financial Officer.
- Confirm the impact of the unvested RSU lapse on total executive compensation expenses for the period.