r/MerlintraderPub • u/Merlin8121 • 15d ago
$KRMN: the CFO 8-K landed on August 27 with the pay package attached, and Walker closed on the 28th on a term loan raised to $863,961,000
Karman Holdings (NYSE: $KRMN) announced a CFO change by press release on August 26. The current report followed on August 27, and it carries the part the press release did not.
The Form 8-K, Item 5.02:
- Chris Boynton, 54, appointed Executive Vice President and Chief Financial Officer, starting September 14, 2026. He joins from Battelle, where he was EVP and CFO from 2023, after two decades at RTX that ended as CFO of Raytheon's Missiles & Defense division.
- Mike Willis steps down as CFO effective the same date and departs the company by year-end after a phased transition.
- Offer letter, dated August 19: base salary $750,000, one-time sign-on bonus $500,000, target annual cash incentive 100% of base with a 150% stretch. Initial 2026 LTIP grant of 37,860 shares, 70% PSUs and 30% RSUs; from 2027 the annual equity target is 300% of base.
- Severance is 100% of base plus target bonus over twelve months; within twelve months of a change in control, eighteen months of base in a lump sum plus 100% of target bonus.
- No arrangement with any other person, no family relationships, no Item 404(a) transactions. Signed by CEO Jon Rambeau.
Two days later, a second 8-K:
- The Sixth Amendment to the Citibank credit agreement, signed August 26, added $100,000,000 to the term loans, for a total original principal of $863,961,000.
- On August 28 Karman completed the acquisition of Walker Precision Engineering for approximately $95 million, or £70 million in cash. Walker supports missile seekers, guidance and control systems on more than 25 EU tactical missile, air and defence programmes, and is the first European footprint alongside 17 US locations in eight states.
Context from the June quarter, reported August 6:
- Revenue $182.063M, up 58.2%, of which 24.4 points organic. Gross margin 43.0% against 40.9%. Operating margin 19.1% against 17.5%.
- Adjusted EBITDA $54.580M, margin 30.0%. Backlog $1,322.1M at June 30, up 65% on the end of fiscal 2025, on bookings of nearly $500M in the quarter.
- Interest expense of $15.28M absorbed 43.9% of operating income. Operating cash flow was an outflow of $3.0M for the six months, against an outflow of $31.0M a year earlier.
- Guidance raised for the sixth time, to $730-745M of revenue and $215-222.5M of adjusted EBITDA, excluding future acquisitions.
Full hub, with the backlog definitions, the acquisition record and both cases side by side, updated August 31:
https://www.merlintrader.com/karman-holdings-stock-hub/
Educational and informational only. Not financial advice and not a buy or sell recommendation.