KEMET Corporation (NYSE:KEM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On December19, 2018, KEMET Corporation (the “Company”) announced that William M. Lowe,Jr., who has served as Executive Vice President and Chief Financial Officer of the Company since 2008, has been appointed Chief Executive Officer and a member of the Company’s Board of Directors (the “Board”), effective immediately. Mr.Lowe succeeds Per-Olof Loof, who, in agreement with the Board, has resigned as Chief Executive Officer and as a member of the Board. Mr.Loof’s departure follows an investigation overseen by certain independent members of the Board, with the assistance of an external law firm, of the facts and circumstances surrounding a consensual personal relationship between Mr.Loof and an employee of the Company and related actions which were inconsistent with the Company’s policies. The alleged conduct did not relate to questions regarding the Company’s operations or the integrity of the Company’s financial statements. Mr.Loof will not receive any severance benefits and his unvested equity compensation awards will terminate.
Mr.Lowe has been placed in the Director Classof 2021. Mr.Lowe has not been appointed to any committees of the Board of Directors. In connection with Mr.Lowe’s promotion, the Board approved the Compensation Committee’s recommendation relating to Mr.Lowe’s compensation, effective as of January1, 2019, which is comprised of: (i)an annual base salary of $725,000; (ii)an annual target bonus of 50% of base salary; (iii)a long-term equity incentive award with a target value of $1,000,000; and (iv)a grant of 50,000 restricted stock units effective on January1, 2019, with 25,000 shares vesting 15 months after the grant date and 25,000 shares vesting 27 months after the grant date, and on the terms and conditions generally applicable to Company equity awards. These arrangements will be reflected in an employment agreement anticipated to be entered into with Mr.Lowe.
Mr.Lowe, age 65, has served as the Company’s Executive Vice President and Chief Financial Officer since 2008, with responsibility for leading all aspects of the Company’s financial activities, including accounting, reporting, internal controls, treasury, tax and investor relations. During his career with the Company, Mr.Lowe has overseen the Company’s cost savings efforts, working capital and cash management, and was an integral part of the successful conclusion of the TOKIN acquisition last calendar year. Just recently Mr.Lowe led the successful refinancing of the Company’s debt with financing through a bank group in Japan. Prior to joining the Company, Mr.Lowe was the Vice President, Chief Operating Officer and CFO of Unifi,Inc., a producer and processor of textured synthetic yarns. Prior to holding that position, he was Executive Vice President and Chief Financial Officer for Metaldyne, an automotive components manufacturer. He also held various financial management positions with ArvinMeritor,Inc., a premier global supplier of integrated automotive components. Mr.Lowe previously served as a former board member of Holley Performance Products,Inc. Mr.Lowe received his B.S. degree in business administration with a major in accounting from Tri-State University and is a Certified Public Accountant.
On December19, 2018, the Board of Directors promoted Mr.Gregory Thompson, the Company’s Executive Vice President – Finance, to the position of Executive Vice President and Chief Financial Officer, effective immediately. Mr.Thompson’s base salary, restricted stock units award and other benefits were disclosed in the Company’s Current Report on Form8-K filed with the Securities and Exchange Commission on December3, 2018, which is incorporated herein by reference.
Mr.Thompson, age 63, is an experienced public company CFO with deep global experience across several industries including electronics, chemicals, building products, medical equipment, manufacturing, technology software and services. From January2008 to October2016 Mr.Thompson served as EVP and CFO of Axiall Corporation, a $5 billion chemical manufacturer. Mr.Thompson has also served as SVP and CFO of Invacare Corporation, a $1.6 billion global leader in the manufacture and distribution of home and long-term care medical products, and SVP, CFO and Controller of Sensormatic Electronics Corporation, a $1.1 billion global manufacturer of electronic security products for retail loss prevention. Mr.Thompson received his B.S. in Accounting from Virginia Polytechnic Institute and State University and is a Certified Public Accountant.
There are no arrangements or understandings between either of Messrs.Lowe or Thompson on one hand and any other person on the other hand to which they were promoted or appointed to the positions described above. There are no family relationships between either of Messrs.Lowe or Thompson on one hand and any of the Company’s directors or officers on the other
hand. Neither Messrs.Lowe nor Thompson is a party to any transaction that is required to be disclosed to Item 404(a)of Regulation S-K.
About KEMET Corporation (NYSE:KEM)
KEMET Corporation (KEMET) is a manufacturer of passive electronic components. The Company operates in two segments: Solid Capacitors, and Film and Electrolytic. The Solid Capacitors segment primarily produces tantalum, aluminum, polymer and ceramic capacitors. Solid Capacitors also produces tantalum powder used in the production of tantalum capacitors. The Film and Electrolytic Business Group produces film, paper and wet aluminum electrolytic capacitors. It also designs and produces EMI Filters. The Company’s product offerings include surface mount, which are attached directly to the circuit board; leaded capacitors, which are attached to the circuit board using lead wires, and chassis-mount and other pin-through-hole board-mount capacitors, which utilize attachment methods, such as screw terminal and snap-in. The Company sells its products to a range of original equipment manufacturers (OEMs) and electronics manufacturing services (EMS) providers.
