Business Context and Reporting Period
This Form 8-K Current Report was filed by Integer Holdings Corporation on February 28, 2017, regarding events occurring on February 27, 2017. The filing addresses significant changes in executive leadership, specifically the appointment of a new Chief Financial Officer and the retirement of the incumbent.
Key Financial Metrics
The filing does not provide standard financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The financial data contained within this report is limited to executive compensation and severance arrangements.
- New CFO Base Salary: $420,000 annually.
- New CFO Equity Grant: $600,000 aggregate value (split between restricted stock units and stock options).
- Outgoing CFO Severance: $425,024 lump sum cash payment.
Material Changes
The primary material change reported is the transition of the Chief Financial Officer role:
- Appointment: Gary Haire was appointed as Executive Vice President and Chief Financial Officer, effective May 1, 2017.
- Departure: Michael Dinkins will retire as Executive Vice President and Chief Financial Officer on March 3, 2017.
- Interim Arrangement: Thomas J. Mazza, Vice President, Corporate Controller, will serve as interim Chief Financial Officer until Mr. Haire's start date.
Guidance, Outlook, and Risks
The filing contains no forward-looking guidance, revenue outlook, or management commentary regarding business operations. The document details specific contractual risks and contingencies related to executive employment:
- Change of Control Provisions: Mr. Haire's agreement includes a two-year employment guarantee following a change of control. Termination within six months of a change of control (for reasons other than cause, death, or disability) triggers double the annual base salary, double the average cash bonus, and accelerated vesting of equity awards.
- Severance Conditions: Mr. Dinkins' severance package, including the $425,024 payment and equity vesting, is contingent upon signing a separation agreement containing customary release provisions.
Investor Verification Checklist
- Verify the effective date of Gary Haire's appointment (May 1, 2017) and the interim CFO arrangement.
- Confirm the total value of the equity awards granted to Mr. Haire ($600,000) and the vesting schedule (three years).
- Review the specific terms of the separation agreement for Michael Dinkins to confirm the $425,024 severance payment and equity vesting conditions.
- Assess the potential financial impact of the change of control provisions in Mr. Haire's contract on future compensation liabilities.