Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) – October 23, 2024

SIFCO Industries, Inc.

(Exact name of registrant as specified in its charter)

Ohio

1-5978

34-0553950

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

970 East 64th Street, Cleveland Ohio

44103

(Address of principal executive offices)

(ZIP Code)

Registrant’s telephone number, including area code: (216) 881-8600

N.A.

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company			☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Shares

SIF

NYSE American


Item 5.02			Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Ms. Jennifer Wilson.

As reported on Form 8-K filed by SIFCO Industries, Inc., an Ohio corporation (the “Company”) on August 12, 2024, on August 8, 2024, Thomas R. Kubera notified the Board of Directors (the “Board”) of the Company of his desire to retire and resign from his position as Chief Financial Officer of the Company, effective as of November 13, 2024.

On October 23, 2024, the Board appointed Jennifer Wilson Skuhrovec to serve as the Chief Financial Officer of the Company, effective as of November 13, 2024. Ms. Wilson will succeed Mr. Kubera as Chief Financial Officer and will serve as principal accounting officer for Securities and Exchange Commission purposes.

Ms. Wilson, age 45, has served as the Company’s Director of External Reporting since 2022. She brings significant experience in strategic accounting and finance and a deep knowledge of the Company’s accounting and operating organization. Prior to her role as Director of External Reporting, Ms. Wilson served as the Controller of the Company’s Orange, California facility and as a Director of Financial Planning and Analysis. Prior to joining the Company, Ms. Wilson served as an Accounting and Finance Consultant with Resources Global Professionals and as a Manager of Accounting and Treasury for Technical Consumer Products. She is a certified public accountant and holds a Masters of Business Administration and Bachelor of Science in accounting from David N. Meyers College.


Item 9.01		Financial Statements and Exhibits.

(d)	Exhibits
	10.1	Offer Letter delivered by SIFCO Industries, Inc. to Jennifer Wilson on October 22, 2024
	99.1	Press Release dated October 25, 2024
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



						SIFCO Industries, Inc.
						(Registrant)

Date: October 25, 2024
						/s/ Thomas R. Kubera
						Thomas R. Kubera
						Chief Financial Officer
						(Principal Financial Officer)

Exhibit 10.1

10/22/2024

Jennifer Wilson Skuhrovec

[ADDRESS REDACTED]

RE: Internal Offer Letter

Dear Jenn:

On behalf of George and the Board of Directors, it gives me great pleasure to offer you the position of Chief Financial Officer for SIFCO Industries, effective on or about November 13, 2024. We are confident that your leadership, abilities and relationships will help us drive change and achieve our goals. The details of your offer are as follows:

Your base salary will increase from $174,000 to $215,000 annually, a 23.5% increase. Your salary will be reviewed again in April 2025. Based on George's assessment of your performance to goals that you and he agree upon in advance, you will be eligible for a base pay increase of between $10,000 and $25,000. Receiving the minimum increase of $10,000 will be predicated on you performing at an acceptable level. Receiving the maximum increase of $25,000 will require that you have demonstrated strong performance in each of the goals.

As you are aware, incentive compensation has been paused for fiscal 2025. We expect incentive compensation to resume in fiscal 2026. When incentives resume, and if financial projections allow full incentives to be budgeted, your target annual incentive opportunity will be 40% of your base salary.

You will receive a one-time LTIP grant of 10,000 retention shares effective as of October 23, 2024. These shares will vest if you remain employed by SIFCO three years from the grant date, or according to the terms of the Award Agreement if other circumstances apply. Beginning in fiscal 2026, you will participate with other executives in the regular LTIP program and you will have a target grant equal in value to 30% of your base salary.

Your Change in Control Agreement will be amended to provide 18 months of salary continuation and 24 months of benefit continuation in the event of your termination for other than Cause within 24 months of a Change in Control, per the terms of the Agreement. All of your current benefits remain as is, with the exception that salary-based benefits (life insurance, LTD, 401k) will increase commensurate with your salary increase. Paid time off continues to be based on your years of service.

This offer is contingent on your execution of the attached Non-Competition, Non-Solicitation and Non-Disclosure Agreement. This letter is intended to document our shared understanding of your employment terms. It is not a guarantee of employment. SIFCO is an at-will employer, and either you or the company may end the relationship at any time, with or without reason. By signing this letter, you acknowledge this point and agree to follow the policies and procedures of the Company. Please acknowledge your acceptance of this offer of promotion by signing this letter below.

Jenn, we're excited to provide this opportunity for you to play an even larger role in SIFCO's success and look forward to partnering with you. Please don't hesitate to discuss any questions or concerns with me.

Sincerely,

Wendy Worthington

Vice President of Human Resources

I have read, understand and accept the above offer as written:

/s/ Jennifer Wilson Skuhrovec

Jennifer Wilson Skuhrovec 10/22/2024

10/22/2024

Exhibit 99.1

SIFCO Industries, Inc. (“SIFCO”) Announces

Appointment of Jennifer Wilson as CFO

Cleveland, OH — SIFCO Industries, Inc. (NYSE American: SIF), a leading supplier of forged products to the aerospace, energy, and defense markets, today announced the appointment of Jennifer Wilson Skuhrovec as the Company’s chief financial officer ("CFO"), effective November 13, 2024. Ms. Wilson replaces Thomas Kubera, who served as CFO since 2018 and announced his intention to retire earlier this year.

“Jenn has significant experience in strategic accounting and finance roles throughout her career, along with deep knowledge of SIFCO’s accounting and operating organization,” said George Scherff, CEO. “Her combination of financial acumen, business insight and commitment to fostering a positive culture will be invaluable as we pursue our goals of enhancing profitability and shareholder value.”

“We also want to thank Tom for his dedicated service to the Company. He has steered us through some of our most significant challenges and milestones and we wish him all the best in retirement.”

Ms. Wilson joined SIFCO in 2019 as Director of Financial Planning and Analysis. She began serving as the Controller of the Company’s Orange, CA facility in 2021 and assumed the role of Director of External Reporting in 2022. Prior to SIFCO, Ms. Wilson was an Accounting and Finance Consultant with Resources Global Professionals and served as Manager of Accounting and Treasury for Technical Consumer Products. Ms. Wilson is a certified public accountant and holds an MBA in business administration and Bachelor of Science in accounting from David N. Meyers College.

Ms. Wilson will be responsible for SIFCO’s financial strategies and will lead the finance and accounting organization, including financial planning and analysis, treasury, internal and external reporting, audit, tax, and risk management. “I am excited to accept the role of CFO and look forward to collaborating with the team to shape a bright future for SIFCO as we move forward together,” Ms. Wilson said.

SIFCO supplies flight-critical forged components and machined assemblies to the world’s leading aircraft and engine manufacturers. These components can be found on virtually all commercial and military fixed-wing aircraft, as well as helicopters and business jets. SIFCO products are also supplied to leading steam and gas turbine manufacturers and oil producers serving the energy sector.

SIFCO Industries, Inc.

Thomas Kubera, CFO, 216-881-8600

www.sifco.com

Cover	Oct. 23, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Oct. 23, 2024
Entity Registrant Name	SIFCO Industries, Inc.
Entity Incorporation, State or Country Code	OH
Entity File Number	1-5978
Entity Tax Identification Number	34-0553950
Entity Address, Postal Zip Code	44103
Entity Address, State or Province	OH
Entity Address, City or Town	Cleveland
Entity Address, Address Line One	970 East 64th Street,
City Area Code	216
Local Phone Number	881-8600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Shares
Trading Symbol	SIF
Security Exchange Name	NYSEAMER
Amendment Flag	false
Entity Central Index Key	0000090168