Shimmick Corp 8-K, filed Nov 18, 2024
Shimmick Corp (SHIM)
About this 8-K
Shimmick Corp filed this 8-K on November 18, 2024, reporting on events of November 12, 2024.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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:
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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.
Item 5.02 Departure of Directors or Certain Officers, Election of Directors, Appointment of Certain Officer; Compensatory Arrangements of Certain Officers.
Leadership Transition
On November 12, 2024, Steve Richards, the Company’s Chief Executive Officer (“CEO”), announced his retirement as Chief Executive Officer of the Company, effective December 2, 2024.
In connection with Mr. Richards’ retirement, the Company appointed Ural Yal as CEO, effective December 2, 2024. Mr. Yal will also join the Board of Directors (the "Board") at that time, with the size of the Board increasing from seven members to eight.
In order to ensure a smooth transition, Mr. Richards will remain an employee of the Company through the date of the Company's annual meeting in 2025 pursuant to an Employment and Transition Agreement, the terms of which are summarized below.
Mr. Yal, age 47, has, since 2017, served in various leadership roles at Flatiron Construction, most recently as Executive Vice President. Prior to Flatiron Construction, beginning in 1998, he held progressive roles at Balfour Beatty and Modern Continental working on complex heavy civil construction projects. Mr. Yal has an undergraduate degree in Civil Engineering from Istanbul Technical University and an MBA from California State University, Dominguez Hills.
Richards Employment and Transition Agreement
As noted above, in connection with Mr. Richards’ retirement, the Company and Mr. Richards entered into an Employment and Transition Agreement, dated November 12, 2024 (the “Employment and Transition Agreement”), pursuant to which he will remain CEO of the Company until December 2, 2024 and serve as Emeritus CEO to the Company from December 2, 2024 until the date of the Company's annual meeting in 2025 (the “Transition Period”). During the Transition Period, Mr. Richards will be tasked with providing strategic advice and support to ensure a smooth transition, advising on historical matters and such other activities as may be requested from time to time by the Board. In exchange for these services, Mr. Richards will be entitled to the following: (i) continuation of his existing base salary ($500,000 per annum) through the end of the Transition Period; (ii) continued eligibility to receive the full target bonus under the Company’s Annual Incentive Bonus Plan for the fiscal year ending January 3, 2025 and a pro rata target bonus for the fiscal year ending January 2, 2026; (iii) continued vesting of all outstanding equity incentive awards through the final vesting date of such awards and continued exercisability of all outstanding stock option awards that are or become vested during the Transition Period through the end of the full initial term of such options as if Mr. Richards remained employed with the Company through such dates; and (iv) continuation of certain other benefits through the end of the Transition Period. Mr. Richards will not receive any new equity incentive awards or be entitled to any additional compensation. The foregoing summary of the Employment and Transition Agreement is not complete and is subject to, qualified in its entirety by, and should be read in conjunction with, the full text of the Employment and Transition Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Mr. Richards’ retirement is not related to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Yal Offer Letter
In connection with Mr. Yal’s appointment as CEO, the Company provided an offer letter, dated as of November 12, 2024, which provides for the following key compensation and benefits:
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Mr. Yal will also enter into the Company’s standard form of indemnification agreement for directors and officers, a form of which was previously filed by the Company as Exhibit 10.1 to the Company’s Registration Statement on Form S-1/A on October 24, 2023.
There are no arrangements or understandings between Mr. Yal and any other persons pursuant to which he was elected as an officer or director of the Company. There are also no family relationships between Mr. Yal and any director or executive officer of the Company. Mr. Yal has no direct or indirect material interest in any related party transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
The foregoing summary of the Offer Letter is not complete and is subject to, qualified in its entirety by, and should be read in conjunction with, the full text of the Offer Letter, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
Item 8.01 Other Events.
On November 12, 2024, the Company issued a press release announcing Mr. Richards’ retirement and Mr. Yal’s appointment as CEO. A copy of the press release is furnished as Exhibit 99.1 hereto. This information is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
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10.1 |
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10.2 |
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Offer Letter, between Shimmick Corporation and Ural Yal, dated November 12, 2024 |
99.1 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
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Shimmick Corporation |
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Date: November 18, 2024 |
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By: |
/s/ John Carpenter |
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John Carpenter |
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Executive Vice President and General Counsel |
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EMPLOYMENT AND TRANSITION AGREEMENT
This Employment and Transition Agreement (this “Agreement”) is made and entered into effective as of the November 12, 2024 (the “Effective Date”) between Shimmick Corporation, a Delaware corporation (the “Company”) and Steven E. Richards (the “Executive”).
WHEREAS, the Executive is presently employed as the Company’s Chief Executive Officer (“CEO”); and
WHEREAS, effective as of the Effective Date, the Company desires to continue to employ the Executive as its CEO, subject to the terms and conditions of this Agreement, and to continue such employment for a transition period in connection with the Company’s hiring of a new CEO (the “New CEO”); and
WHEREAS, the Parties desire to enter into this definitive agreement setting out the terms and conditions of the Executive’s continuing employment and a transition process related to the hiring of the New CEO and intended to ensure a high degree of continuity of management of the Company and also to set out the terms and conditions of the Executive’s compensation and responsibilities both as CEO and in assisting with the transition process to the New CEO and to manage certain other specific Company developments, all as set forth in this Agreement;
NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
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IN WITNESS WHEREOF, the parties have executed this Agreement effective on the Effective Date.
SHIMMICK CORPORATION
By: _____________________ Mitchell Goldsteen |
THE EXECUTIVE
_____________________ Steven E. Richards |
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November 12, 2024
5565 Mountain View Pl
Yorba Linda, CA 92886
Dear Ural,
On behalf of Shimmick Corporation (the “Company”), we are pleased to offer you the full-time position of Chief Executive Officer, reporting to the Board of Directors of Shimmick (the “Board”) pursuant to the terms set forth in this letter (“Agreement”).
We feel that you will be a valuable addition to the Company and look forward to having you as a part of our executive leadership team. Outlined below are the details of our offer of employment.
Location: Your principal place of employment will be at our corporate office/headquarters at 530 Technology Drive, Suite 300, Irvine, California 92618, subject to business travel as needed to properly fulfill your employment duties and responsibilities.
Start Date: Subject to satisfaction of all the conditions described in this letter, this offer is based on a mutually acceptable start date of December 2, 2024 (the “Start Date”).
Compensation: Upon employment, you will be paid a bi-weekly salary of $30,769.23 less applicable taxes and deductions, which is equivalent to an annual salary of $800,000.00. All other future salary determinations will be made at the recommendation of the Compensation Committee of the Board of Directors of Shimmick (the “Compensation Committee”) and subject to approval by the Board. Any change in compensation shall be set forth in writing, including the effective date of the commencement of such compensation with all other terms and conditions of this Agreement remaining in full force and effect. This position is considered exempt for purposes of federal wage and hour law, which means you are not eligible to receive overtime compensation for hours worked in excess of 40 in a given workweek.
Incentive Bonus: During your employment you will be eligible to earn an annual cash bonus in accordance with the terms of the Company’s annual incentive program, as in effect from time to time. Your initial target bonus for the 2025 fiscal year will be 120% of your base salary. For fiscal 2025, a bonus minimum of 80% of base salary is guaranteed, subject to the terms of the Company’s annual incentive plan (the “2025 Minimum Bonus”). The Incentive Bonus is reviewed annually and subject to the terms adopted by the Board based on performance targets established by the Board (or the Compensation Committee).
Employee Benefit Plans: We offer a comprehensive benefits package. Detailed benefits information is enclosed. You are eligible for benefits coverage beginning with the first day of employment, provided all necessary paperwork is completed and returned to Human Resources in a timely manner.
Equity-Based Compensation: The Company maintains an Equity Incentive Plan (the “Plan”) in which you will be eligible to participate and receive annual grants after your employment begins, as recommended by the Compensation Committee and approved by the Board. Subject to formal approval by the Board, you will be granted a one-time award of Restricted Stock Units (RSUs) with a grant date value of $400,000.00 as a sign on bonus and will vest on the grant anniversary date. In addition, and subject to Board approval, you will be granted RSUs with a grant date value of $600,000.00 under the Plan. These grants will be awarded upon the public announcement of your appointment as CEO and will vest equally over three years from the Start Date in accordance with the Plan and its standard award agreement.
Severance/Change in Control: Your employment will be at-will, meaning you or the Company may terminate the employment relationship at any time for any reason.
Termination With Cause. The Company may terminate your employment for “Cause” at any time. “Cause” means any of the following events: (i) your conviction of any felony or crime involving moral turpitude or dishonesty; or any felony or crime against the Company; (ii) your participation in any fraud or fraudulent act against the Company that has caused or is reasonably expected to result in material injury to the Company; (iii) your willful misconduct in the course of your employment or service that has, or could be reasonably expected to result in, material injury to the reputation or business of the Company; (iv) your violation of any of the Company’s policies that causes harm, including, but not limited to, policies regarding sexual harassment, insider trading, confidentiality, non-disclosure, non-competition, non-disparagement, substance abuse and conflicts of interest and any other written policy of the Company; or (v) your willful or material breach of your duties. In the event of a termination for Cause, you shall not be entitled to any further compensation, including any severance benefit discussed in this Agreement, other than your earned but unpaid base salary and any earned but unpaid incentive compensation up to the effective date of termination of employment with the Company.
Termination Without Cause. During the first three years of your employment, if you are terminated by the Company for reasons other than Cause (as defined above) or the result of your death or disability, or if you terminate your employment for Good Reason1, the Company will pay you an amount equal to (i) 12 months of your base salary at the rate in effect on your termination date less applicable taxes and deductions required by law, and (ii) if the 2025 Minimum Bonus has not been paid, the 2025 Minimum Bonus, regardless of any requirement that you be employed on the date of payment.
Vacation: You will be entitled to five weeks of paid time-off (PTO) per year, in accordance with the Company’s PTO policy.
Expenses: The Company will reimburse you for all reasonable business expenses incurred by you in the performance of your duties hereunder in accordance with the Company’s policies as in effect from time to time.
Legal Expenses: The Company will reimburse you for reasonable legal expenses you incur to review and negotiate this letter and any associated documents up to $7,500.00.
Company Policies: You will be subject to the Company’s policies and procedures, including regarding the protection of confidential information and intellectual property and potential conflicts of interest, in each case as amended by the Company from time to time.
Background Check: Employment with Shimmick is contingent upon satisfactory completion of a background check, which includes a review of criminal records, employment, education, references, and credit checks when required. Once you accept the offer of employment, the background check will be initiated, and you will be contacted via email by Shimmick’s vendor. However, until you receive confirmation from Shimmick that you have successfully completed the background check process, you should not make any plans in reliance on this offer of employment.
Drug & Alcohol Testing Program: Employment will be contingent on your successful completion of a pre-employment drug screening, either prior to your start date or on the first day.
1 For purposes of this Agreement, “Good Reason” means (i) a material reduction by the Company of your authority, duties or responsibilities, (ii) a material reduction by the Company of your annual salary, annual or long-term incentive opportunities, or (iii) the Company requires you to relocate your principal place of employment to a place which is more than fifty (50) miles from your current principal place of employment; provided, however, that no event shall constitute Good Reason unless (A) you have provided written notice to the Company of the event within thirty (30) days of its initial occurrence, (B) the Company has failed to cure such event within thirty (30) days after receipt of such notice, and (C) you terminate your employment within sixty (60) days following the expiration of such cure period.
Severability: If it is determined that any of the provisions of this Agreement is invalid or unenforceable, the remainder of the provisions of this Agreement shall not thereby be affected and shall be given full effect, without regard to the invalid portions.
Counterparts: This offer letter may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered will be an original but all such counterparts together will constitute one and the same instrument. Each counterpart may consist of two copies hereof each signed by one of the parties hereto.
By accepting this offer, you represent that you are able to accept this job and carry out the work that it would involve without breaching any legal restrictions on your activities, such as non- competition, non-solicitation or other work-related restrictions imposed by a current or former employer. You also represent that you will inform the Company about any such restrictions and provide the Company with as much information about them as possible, including any agreements between you and your current or former employer describing such restrictions on your activities. You further confirm that you will not remove or take any documents or proprietary data or materials of any kind, electronic or otherwise, with you from your current or former employer to the Company without written authorization from your current or former employer, nor will you use or disclose any such confidential information during the course and scope of your employment with the Company. If you have any questions about the ownership of particular documents or other information, you should discuss such questions with your former employer before removing or copying the documents or information.
If you accept this offer of employment, you will receive an email from Human Resources with a link to the candidate portal electronic I-9 system and login instructions. Section 1 of the electronic Form I-9 must be completed on or before the first day of employment. The law prohibits the Company from starting or continuing the employment of an individual who has not provided the required documents within the relevant time period.
Please carefully review the terms of this letter before signing and returning it to the Company. Should you have questions concerning any of the information provided in this letter, or with regard to other provisions concerning your employment, please do not hesitate to contact me.
Yours sincerely,
Mitchell Goldsteen
Executive Chairman
Agreed and Accepted by:
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Ural M. Yal
________________________________________________
Date
ADDENDUM TO OFFER LETTER
EMPLOYMENT TERMS AND CONDITIONS
The following are material terms and conditions of your employment with Shimmick:
Shimmick Code of Conduct – You are required to review the Shimmick Code of Conduct and confirm your acknowledgement of receipt and adherence to these policies as part of Shimmick’s Ethics and Compliance Program and as a condition of employment. If you accept our offer, these policies will be included in your new hire package.
Academic and License Credentials – Very often our clients and government agencies require that we provide them with certification of the credentials of our employees. To comply with these requirements, we may ask that you provide us with copies of your degree or transcripts from the highest degree or grade level attained and any professional certifications or licenses you may have. By accepting employment with Shimmick, you acknowledge and consent to Shimmick’s disclosure of your academic and professional credentials to others in the company as well as to clients.
Employment Eligibility – You will need to provide us with documentation, or documents, that establish your identity and employment eligibility, as required by the Immigration Reform and Control Act of 1986, Public Law 99-603. A comprehensive list of acceptable documents will be provided to you in your new hire package.
Prior Agreements – You acknowledge and represent that you do not have any legal or contractual obligations with a current or previous employer that may preclude or impose restrictions on your employment with Shimmick. This includes any public entity or government agency that may preclude your prospective engagement with Shimmick.
Confidentiality – By accepting Shimmick’s offer of employment, you agree to be bound by the following confidentiality agreement:
No Solicitation of Clients – You agree that during the term of your employment and for one (1) year following the termination of employment with Shimmick or its parent, subsidiary or other affiliated companies, you will not directly or indirectly seek or solicit patronage from any client/customer or sales prospect of Company using Confidential Information of Company.
Clawback of Incentive Compensation – Notwithstanding any other provision in this agreement, any incentive-based compensation including but not limited to bonuses or other form of performance-based compensation, paid to you under this agreement or any other plan, shall be subject to forfeiture, recovery, or reimbursement to the Company (subject to applicable law) in the event of:
This clawback provision is intended to comply with the Company’s Clawback Policy and the applicable provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act, Sarbanes-Oxley Act, and any applicable regulations, rules, or guidance issued by the U.S. Securities and Exchange Commission
(SEC) or any applicable stock exchange listing standards. This clause shall apply to all compensation awarded, granted, or paid to you, including both current and deferred compensation, whether payable in cash or other forms.
The Company reserves the right to modify this clawback clause to ensure compliance with applicable laws and regulations.
Other Employment – You agree that during the period of your employment by Shimmick or its parent, subsidiary or other affiliated companies, you will not, without the Company's express written consent, engage in any employment or business activity, which is competitive with, or would otherwise conflict with, your employment by Shimmick or its parent or affiliated companies.
Confidentiality Obligation to Third Parties – You represent that your performance of your duties as an employee of Shimmick or its parent, subsidiary or other affiliated companies does not and will not breach any agreement or responsibility that you currently have to keep in confidence information acquired by you in trust prior to your employment by Shimmick or its parent, subsidiary or other affiliated companies. You will not disclose confidential or inside information that you possess or may obtain from your former employer such as source selection information, contractor bid or proposal information. You have not entered into, and agree not enter into, any agreement either written or oral in conflict with the terms of this Agreement.
Other Post-Employment Obligations – In the event you leave the employ of Shimmick or its parent, subsidiary or other affiliated companies, you shall notify your new employer of your confidentiality and non-solicitation obligations under this Agreement if applicable at the time of your new employment.
Arbitration of Disputes – You and the Company knowingly agree to use a system of alternative dispute resolution that involves binding arbitration to resolve all disputes that may arise out of the employment context. Because of the mutual benefits (such as reduced expense and increased efficiency) which private binding arbitration can provide both you and the Company, both the Company and you agree that any claim, dispute, and/or controversy that either you or the Company (or its owners, directors, officers, managers, employees, agents, and parties affiliated with its employee benefit and health plans) may have against the other which would otherwise require or allow resort to any court or other governmental dispute resolution forum arising from, related to, or having any relationship or connection whatsoever with you seeking employment with, employment by, or other association with the Company, whether based on tort, contract, statutory, or equitable law, or otherwise, (with the sole exception of claims arising under the National Labor Relations Act which are brought before the National Labor Relations Board, claims for medical and disability benefits under the California Workers’ Compensation Act, and Employment Development Department claims) shall be submitted to and determined exclusively by binding arbitration under the Federal Arbitration Act, in conformity with the procedures of the California Arbitration Act (Cal. Code Civ. Proc. sec. 1280 et seq., including section 1283.05 and all of the Act’s other mandatory and permissive rights to discovery). Additionally, nothing herein shall prevent you from filing and pursuing administrative proceedings only before the California Department of Fair Employment and Housing, or the U.S. Equal Opportunity Commission. Any dispute regarding the validity, scope or enforceability of this agreement, or concerning the arbitrability of a particular claim, shall be resolved by a court, not by the arbitrator.
At the beginning of any arbitration process under this agreement, you and the Company will need to select an arbitrator by mutual agreement. In addition to requirements imposed by law, any arbitrator herein shall be a retired California Superior Court Judge and shall be subject to disqualification on the same grounds as would apply to a judge of such court. To the extent applicable in civil actions in California courts, the following shall apply and be observed: all rules of pleading (including the right of demurrer), all rules of evidence, all rights to resolution of the dispute by means of motions for summary judgment, judgment on the pleadings, and judgment under Code of Civil Procedure section 631.8. Resolution of the dispute shall be based solely upon the law governing the claims and defenses pleaded,
and the arbitrator may not invoke any basis (including but not limited to, notions of “just cause”) other than such controlling law. The arbitrator shall have the immunity of a judicial officer from civil liability when acting in the capacity of an arbitrator, which immunity supplements any other existing immunity. Likewise, all communications during or in connection with the arbitration proceedings are privileged in accordance with Cal. Civil Code section 47(b). As reasonably required to allow full use and benefit of this agreement's modifications to the Act’s procedures, the arbitrator shall extend the times set by the Act for the giving of notices and setting of hearings. Awards shall include the arbitrator's written reasoned opinion.
Should any term or provision, or portion thereof, be declared void or unenforceable it shall be severed, and the remainder of this agreement shall be enforceable. The Company will pay the arbitrator’s fees and other costs relating to the arbitration forum and you and the Company will be responsible for their own costs and for their own attorneys’ fees should they choose to be represented by counsel, unless the arbitrator shifts one party’s costs and attorneys’ fees to the other party in accordance with applicable law.
YOU AND THE COMPANY UNDERSTAND BY AGREEING TO THIS BINDING ARBITRATION PROVISION, BOTH YOU AND THE COMPANY GIVE UP THEIR RIGHTS TO TRIAL BY JURY OF ANY CLAIM YOU OR COMPANY MAY HAVE AGAINST EACH OTHER ARISING OUT OF THE EMPLOYMENT RELATIONSHIP.
Governing Law – This Agreement shall be construed and enforced pursuant to the laws of California. Should any provision of this Agreement be declared illegal or unenforceable by any court of competent jurisdiction and cannot be modified to be enforceable, such provision shall become null and void, leaving the remainder of this Agreement in full force and effect.
Offer of Employment – The Offer Letter and this Addendum represent Shimmick’s complete offer of employment. Any other discussions that you may have had with anyone at Shimmick or any authorized agent of Shimmick are not part of the offer of employment unless they are described in this letter. If this letter does not correctly reflect your understanding of the terms of employment, please notify Shimmick as soon as possible.
At-Will Employment - Nothing in these terms and conditions is intended to change the at-will nature of your employment with Shimmick. At-will employment means that you or the company can terminate the employment relationship at any time with or without cause, and subject to the notice requirements agreed to herein.
I have read, understand, agree and accept the terms and conditions of the Offer Letter and this Addendum.
____________________________________ ____________________________________
Ural M. Yal Mitchell Goldsteen
Executive Chairman, Shimmick Corporation
____________________________________ ____________________________________
Date Date
Shimmick Announces New CEO
Ural Yal Appointed CEO of Shimmick
Steve Richards to Retire after Distinguished 43-Year Career
Irvine, CA, November 12, 2024 – Shimmick Corp. (NASDAQ: SHIM), a leading water infrastructure company, today announced that it has appointed Ural Yal as its new CEO and member of the Board of Directors effective December 2, 2024. Mr. Yal succeeds Steve Richards as he retires following a distinguished 43-year career.
Mr. Yal, 47, brings over 26 years of experience in water and critical infrastructure construction. Since joining in 2017, he served in various senior roles at Flatiron Construction, where he led teams and business units that won and executed large and complex water and heavy civil infrastructure projects. Most recently as an Executive Vice President, he oversaw the company’s growth into new markets and expansion into projects delivered through risk balanced, collaborative project delivery methods. Earlier in his career he served in progressive operating and leadership roles from Field Engineer to Area Manager, gaining a strong understanding of the industry from the ground up, with a focus in the California market. Throughout his career, Mr. Yal has adopted a client focused approach to engineering and construction while achieving successful financial outcomes and consistent and sustainable growth. Mr. Yal has an undergraduate degree in Civil engineering from Istanbul Technical University and an MBA from California State University, Dominguez Hills. He is also a California licensed civil engineer.
“Ural’s deep expertise in both the California market and national infrastructure construction along with a proven track record of operational growth make him the ideal leader for Shimmick’s next chapter," said Shimmick’s Executive Chairman Mitch Goldsteen. “With our recent major claim settlements and streamlined business strategy, we believe we are well-positioned to capitalize on market opportunities under his leadership.”
“I am honored to join Shimmick and its team of dedicated professionals,” said Mr. Yal. “Shimmick has been known for undertaking and delivering challenging projects for decades. This reputation provides a strong foundation as we focus on growth through operational excellence, safety leadership, and client satisfaction.”
Steve Richards has served as Shimmick’s CEO since 2021, culminating a career-long tenure with the Company and its predecessors. Under his leadership, Shimmick successfully completed its transition to a standalone public company through its IPO and established a strong market position. Following his retirement, Mr. Richards will transition to a strategic advisor role to assist with the leadership transition and he will remain a member of the Board of Directors until the 2025 annual meeting.
“On behalf of the entire Board of Directors, I want to extend our gratitude to Steve for his strong leadership and critical contributions to Shimmick over the course of his career,” said Mr. Goldsteen. “His steadfast leadership through our IPO and strategic repositioning has created a solid platform for future
success. We are grateful for his continued guidance during this transition period and wish him the very best in his well-deserved retirement.”
“With our recent legacy project settlements, I believe this is the optimal time for the Company’s leadership transition,” said Mr. Richards. "Throughout my 43-year career, I’ve had the privilege of working alongside exceptional colleagues who consistently delivered quality work with an outstanding safety record. I believe Ural’s proven leadership capabilities make him exceptionally well-qualified to guide Shimmick through its next growth phase.”
About Shimmick Corporation
Shimmick Corporation ("Shimmick", the "Company") (NASDAQ: SHIM) is a leading provider of water and critical infrastructure solutions throughout California and nationwide. Shimmick has a long history of working on all types of complex projects, ranging from the world’s largest wastewater recycling and purification system in California to the iconic Hoover Dam. According to Engineering News Record, in 2024, Shimmick was nationally ranked as a top ten builder of water supply (#8), dams and reservoirs (#6), and water treatment and desalination plants (#7). Shimmick consistently achieves project excellence through its experienced and dedicated workforce and a continued commitment towards delivering on our client’s goals.
Forward-Looking Statements
This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These forward-looking statements are often characterized by the use of words such as “may,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar words. Forward-looking statements are only predictions based on our current expectations and our projections about future events, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances, including, but not limited to, unanticipated events, after the date on which such statement is made, unless otherwise required by law. Forward-looking statements contained in this release include, but are not limited to, statements about regarding the Company’s CEO transition. These statements involve risks and uncertainties, and actual results may differ materially from any future results expressed or implied by the forward-looking statements. Forward-looking statements are only predictions based on our current expectations and our projections about future events, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances, including, but not limited to, unanticipated events, after the date on which such statement is made, unless otherwise required by law.
The Company cautions readers that, although it believes any forward-looking statements are based on reasonable assumptions, certain important factors may have affected and could in the future affect the Company’s actual financial results and could cause its actual financial results for subsequent periods to differ materially from those expressed in any forward-looking statement made by or on the Company’s behalf, including, but not limited to, the following: the Company’s ability to accurately estimate risks, requirements or costs when the Company bids on or negotiates a contract; the impact of the Company’s
fixed-price contracts; qualifying as an eligible bidder for contracts; the availability of qualified personnel, joint venture partners and subcontractors; inability to attract and retain qualified managers and skilled employees and the impact of loss of key management; higher costs to lease, acquire and maintain equipment necessary for the Company’s operations or a decline in the market value of owned equipment; subcontractors failing to satisfy their obligations to the Company or other parties or any inability to maintain subcontractor relationships; marketplace competition; the Company’s limited operating history as an independent company following its separation from AECOM; the Company’s inability to obtain bonding; the Company’s relationship and transactions with its prior owner, AECOM, and requirements to make future payments to AECOM; AECOM defaulting on its contractual obligations to the Company or under agreements in which the Company is a beneficiary; the Company’s limited number of customers; dependence on subcontractors and suppliers of materials; any inability to secure sufficient aggregates; an inability to complete a merger or acquisition or to integrate an acquired company’s business; adjustments in the Company’s contact backlog; accounting for the Company’s revenue and costs involves significant estimates, as does the Company’s use of the input method of revenue recognition based on costs incurred relative to total expected costs; any failure to comply with covenants under any current indebtedness, and future indebtedness the Company may incur; the adequacy of sources of liquidity; cybersecurity attacks against, disruptions, failures or security breaches of, the Company’s information technology systems; seasonality of the Company’s business; pandemics and health emergencies; commodity products price fluctuations, inflation and/or elevated interest rates; liabilities under environmental laws, compliance with immigration laws, and other regulatory matters, including changes in regulations and laws; climate change; deterioration of the U.S. economy; geopolitical risks, including those related to the war between Russia and Ukraine and the conflict in the Gaza Strip and the conflict in the Red Sea Region; the Company’s ability to timely file reports with the Securities and Exchange Commission; and other risks detailed in its filings with the Securities and Exchange Commission, including the “Risk Factors” section in the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2023 and those described from time to time in the Company’s future reports with the SEC.
Investor Relations Contact
1-949-704-2350
IR@shimmick.com