Change in Directors or Principal Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On October 22, 2013 Noranda Aluminum Holding Corporation (the "Company") announced the appointment of Dale W. Boyles, 52, as its new Chief Financial Officer, effective November 5, 2013. On October 17, 2013, the Company entered into a management incentive term sheet with Mr. Boyles. The term sheet provides for an annual base salary of $400,000 and a target annual bonus of 60% of base salary, as well as an award of 40,000 restricted shares, vesting 25%, 25%, and 50%, respectively, on each of the first three anniversaries of grant, subject to Mr. Boyles' continued service. In the event that Mr. Boyles incurs a termination of employment without "cause" or a resignation for "good reason" (each as defined in the term sheet), he will be entitled, subject to the execution and non-revocation of a general release, to (i) one times (two times, in the event of a severance-qualifying termination occurring during the 18-month period following a change of control (a "CIC Termination")) base salary plus target bonus, (ii) a pro-rated annual bonus, determined based on the Company's actual performance and (iii) 12 months (18 months, in the event of a CIC Termination) of post-termination continued health benefits.
Prior to joining the Company, Mr. Boyles was Operating CFO for Hanesbrands, Inc., (HBI), a publicly traded American apparel company based in Winston-Salem, North Carolina, from October 2011 to June 2012. Mr. Boyles also served as Interim CFO for HBI during 2011 and as Vice President, Controller & Chief Accounting Officer for HBI from 2006 to May 2011. From 1997 through 2006, he served in various capacities for KPMG LLP, most recently as Audit Partner, Consumer & Industrial Markets. Mr. Boyles was Corporate Division Controller for Collins & Aikman Corporation from 1993 to 1996. Mr. Boyles received a BS in Accounting from the University of North Carolina at Charlotte and is a Certified Public Accountant in the State of North Carolina.
A copy of Mr. Boyles's management incentive term sheet and of the press release announcing Mr. Boyles' appointment as Chief Financial Officer are attached to, and incorporated by reference into, this Item 5.02 of this Current Report on Form 8-K as Exhibit 10.1 and 99.1, respectively, hereto. The foregoing description of the term sheet is intended only as a summary and is qualified in its entirety by reference to the full text of the term sheet. Item 9.01. Financial Statements and Exhibits
(d) Exhibits. Exhibit 10.1 Management Incentive Term Sheet between Dale W. Boyles and the Company, dated as of October 17, 2013 Exhibit 99.1 Press Release dated October 22, 2013
Franklin, Tennessee - October 22, 2013-Noranda Aluminum Holding Corporation ("Noranda" or the "Company") (NOR) today announced the appointment of Dale W. Boyles as its new Chief Financial Officer, effective November 5, 2013. Prior to joining Noranda, Mr. Boyles was Operating CFO for Hanesbrands, Inc. (HBI), a publicly traded consumer goods company based in Winston-Salem, North Carolina, from October 2011 to June 2012. Mr. Boyles also served as Interim CFO for HBI during 2011 and as Vice President, Controller & Chief Accounting Officer for HBI from 2006 to May 2011. From 1997 through 2006, Mr. Boyles served in various capacities for KPMG LLP including most recently as Audit Partner, Consumer & Industrial Markets. "Dale brings extensive financial and operational leadership experience to Noranda," said Layle K. "Kip" Smith, Noranda`s President and Chief Executive Officer. "I am excited to work with Dale as we continue to drive operational enhancements and grow Noranda`s integrated platform. We welcome him to our senior leadership team." Mr. Boyles replaces Robert B. Mahoney as Chief Financial Officer of Noranda. As previously announced, Mr. Mahoney will leave his employment with Noranda following the expiration of his employment contract on October 26, 2013. About the Company Noranda Aluminum Holding Corporation is a leading North American integrated producer of value-added primary aluminum products, as well as high quality rolled aluminum coils. Noranda is a public company traded on the New York Stock Exchange. Forward - Looking Statements This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements about future, not past, events and involve certain important risks and uncertainties, any of which could cause the Company`s actual results to differ materially from those expressed in forward-looking statements, including, without limitation: the cyclical nature of the aluminum industry and fluctuating commodity prices, which cause variability in earnings and cash flows; a downturn in general economic conditions, including changes in interest rates, as well as a downturn in the end-use markets for certain of the Company`s products; fluctuations in the relative cost of certain raw materials and energy compared to the price of primary aluminum and aluminum rolled products;
We had strength early on but the last hour was the worst ! The sells took over the buys and ended almost flat .what a shameful leadership group we have at NOR .
Kip needs to come forward with a buyback plan as you have suggested to IR . Kip needs to show support for the company/stock price Or Is it possible that they might be thinking of taken this company private ? The lower the stock price goes the cheaper their offer will be ? The over all market's are tanking due to D.C. clowns gives Kip and his group a little wiggle room to blame .
Per Bloomberg .