Business Context and Reporting Period
This Form 8-K Current Report was filed by TTM Technologies, Inc. on January 25, 2013, with the earliest event reported on that date. The filing primarily addresses executive leadership changes and the execution of a severance agreement.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. It focuses exclusively on executive compensation and employment terms.
- New CFO Base Salary: $350,000 annually for Todd B. Schull.
- Initial Equity Grant: Restricted stock units valued at $270,000 (based on 6-month trailing average).
- Annual Incentive Target: 65% of base salary.
- Performance-Based Equity: Target value of $330,000 in Performance-Based Restricted Stock Units (PRUs).
- Severance Potential: Up to 2x the sum of annual base salary and target bonus for President Thomas T. Edman under specific change-in-control scenarios.
Material Changes
The filing reports the following material changes in corporate governance and personnel:
- Resignation: Steven W. Richards resigned as Executive Vice President and Chief Financial Officer, effective January 25, 2013, to pursue other interests. He will remain through March 29, 2013, to facilitate a transition.
- Appointment: Todd B. Schull was appointed Executive Vice President, effective February 20, 2013, and will assume the role of Chief Financial Officer on March 2, 2013.
- Severance Agreement: An Executive Change in Control Severance Agreement was entered into with President Thomas T. Edman, effective January 29, 2013.
Outlook, Risks, and Management Commentary
Management commentary is limited to the transition plan for the CFO role and the background of the incoming executive. No financial guidance or outlook was provided in this filing.
- Transition Plan: Mr. Richards will assist in transitioning duties to Mr. Schull until late March 2013.
- Executive Background: Mr. Schull joins from Sanmina Corporation, where he served as Senior Vice President of Finance and Corporate Controller.
- Compensation Structure: Mr. Schull's equity awards are subject to vesting schedules (three equal annual installments for RSUs; three-year performance period for PRUs) and performance criteria established by the Compensation Committee.
- Severance Triggers: The agreement with Mr. Edman provides enhanced severance only in the event of termination without "cause" or resignation for "good reason" surrounding a "change in control."
Investor Verification Checklist
- Verify the exact vesting schedule and performance metrics for Todd B. Schull's $330,000 PRU grant.
- Confirm the specific definitions of "change in control," "cause," and "good reason" in the Thomas T. Edman Severance Agreement (Exhibit 10.17).
- Review the press release (Exhibit 99.1) for additional context on the leadership transition.
- Monitor future filings for the official start date of Todd B. Schull as CFO (March 2, 2013) and any subsequent changes to the compensation committee's performance targets.