Management Change Feed¶
General Information¶
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VerityData’s Management Change Database consists of over 7,500 companies (including ~2,500 that are no longer trading).
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When building out a company’s history, our minimum-processing requirement is that we process all 8-Ks disclosures (with Item 5.02, or with Items 8.01 or 7.01 which likely mention a Management Change) going back to January 1, 2004. We also investigate the CEO, CFO, and Chairman position to find any respective start dates prior to 2004.
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The scope of the database mainly focuses on company “Insiders” which were assigned an RPTCIK by the SEC, but not all Management Changes tracked by VerityData will have or will eventually be given an RPTCIK.
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We began processing Management Changes on an “ongoing” basis in October, 2013. In addition to processing all 8-K alerts, we also process all Form 3 filings.
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When processing current Management Changes – we generally process all 8-Ks within a few hours and Form 3s on the next business day. 8-K disclosures may have up to a couple days lag from the associated press release disclosure. We use Press Releases for a timelier update when they are available.
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Please send requests for any additional columns or questions on the descriptions to datafeeds@VerityData.com.
Point-in-time Data Avaiability¶
VerityData can offer point-in-time Management Change samples dating back to March 2014. These can be ingested via daily insert/edit (delta) files which can be used to interally create daily database snapshots. Note - VerityData can also provide the daily database snapshots for convenience, though the total file size is much larger compared to the delta files.
Point-in-time Format¶
The point-in-time files are not broken into separate "insert" and "edit" files like our standard daily feeds. Instead, both inserts and edits are combined into a single "delta" file.
For historic samples and testing, a single file is provided which contains all delta files from the sample timeframe. An additional "as of" column shows when each row would have been available in the data feed.
Additional Point-in-time notes¶
- Updates to company-related fields (ticker, cusip, companyname, etc.) do not trigger row updates in the feed, only updates to mc-specific fields will trigger an update.
- Company-related fields are as of the asof field, not the original insert, meaning values such as ticker, cusip, etc. may change when comparing an initial insert to a later update for the same mcid. (e.g. an MC with ticker "FOO" at insert will show as "BAR" on subsequent updates if the company's ticker changed between the two asof dates. The original insert will always show "FOO", however.)
Data Dictionaries¶
Header | Description | Point-in-time |
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ticker | Ticker of the company. A ticker with [] denotes the company is no longer active. PIT feed only - Tickers will not show [] if they are de-listed or inactive. Instead, the class_status field will show the state of the company. |
Y |
cusip | CUSIP identifier of the company. | Y |
class_status | Denotes the status of the company at the time of the lastupdate. Useful to exclude posthumous edits to inactive companies from your modeling / testing. PIT feed only |
Y |
companyname | Name of the company. | Y |
sector | The name of the sector for the company. | Y |
mcap (Market Cap) |
Market cap of the company on Disclosure Date (Available Quarterly Shares Outstanding * Close Price on Disclosure Date). | N |
insidername | Name of the Insider. | Y |
age | The calculated estimated age of the Insider, as of the Effective Date. If the Effective Date is blank (i.e. TBD), the Age will appear blank as well. | Y |
gender | Returns M if male, F if female. | Y |
linkedinlink | The URL for the insider's LinkedIn page; the field will be blank if we can't find the link. | Y |
rptcik | SEC assigned unique identifier of the Insider. If the Insider does not have an SEC identifier, we create an VerityData-specific identifier, these will begin with "10000" and will have more digits than SEC assigned RPTCIKs. | Y |
time_to_effective_date | Difference between disclosure and effective dates. | Y |
disclosuredate | Disclosure date of the source of the Management Change. | Y |
second_disclosure_date | Disclosure date of the secondary source for the Management Change Many Management Changes may be disclosed in multiple disclosures. If a second disclosure adds additional information pertaining to the Management Change, it is added. These are collected for informational purposes; they do not change the nature of the Management Change. | Y |
effectivedate | Date the Management Change will be effective as stated in the disclosure document. If the company uses a general timeframe, e.g. "at our 2015 Annual Meeting", we will enter an estimate and update Unconfirmed Effective Date {unconfirmed_effective_date} and Effective Date Comment {effectivedate}. | Y |
add_date | Date when the Management Change was added to the VerityData Database. | Y |
unconfirmed_effective_date | Y, if the disclosure does not include an exact date (e.g. only included "July 2015" or "Next Annual Meeting"), otherwise Null. | Y |
effective_date_comment | If the Effective Date is unconfirmed, this field provides explanation text. | Y |
merger_related | "Y" if the disclosure states that the Management Change occurred alongside M&A activity. | Y |
timeline_type | We track the Insider's Board and Officer timelines separately at each company. This column can have two values: Board: Management Change related to the Board of Directors (including all "Chairman") Officer: Management Change related to an executive role at the company |
Y |
management_change_code | Specific type of Management Change as determined by our analyst. See the end of this document for definitions of the eligible types. | Y |
time_in_role | This is the time that an Insider has served in his or her specific role. It is calculated using the following formula: ("Departure" Effective Date -- "Hire" Effective Date). It is both Timeline Type and Position Type specific and can only be calculated if we have both a Hire and Departure disclosure for the Insider. This is only available for Departures, Promotions, and Title Change Management Change types. | In development |
position_type | Type of position: - For Officer Timelines: CEO, CFO, Officer - For Board Timelines: Director, Chairman, Executive Chairman |
Y |
position_title | Named position title of the Insider. | Y |
prior_position_type | This captures the Insider's prior position before the Management Change. Only available for certain Management Change types and not all historic Management Changes have this information. For Officer Timelines: CEO, CFO, Officer For Board Timelines: Director, Chairman, Executive Chairman |
Y |
prior_position_title | This captures the Insider's prior Position Title before the Management Change. Only for certain Management Change types and not all historic Management Changes have this information. | Y |
active_board (Had board position before becoming CEO) |
Returns Chairman/Executive Chairman if the Insider had an open Chairman timeline at the time they became CEO; Returns Director if the Insider had an open Board timeline (and was not Chairman) at the time they became CEO. | Y |
same_role | Y, if the Insider is "re-hired" and previously had the same role at the company -- we currently only compare against the Insider's most recent role at the company. In the very rare case where the Insider is re-hired into two roles on the same Effective Date, the re-hire will be associated with the first Management Change. | In development |
any_role | For re-hired insiders: Officer if the Insider previously had an Officer position at the company Board if the Insider previously had a Board position at the company Both if the Insider previously had both a Board and Officer position at the company. Note for all of the above options -- it does not return active roles. In the very rare case where the Insider is re-hired into two roles on the same Effective Date, the re-hire will be associated with the first Management Change. |
In development |
comp_severance_details | Y if the disclosure contains compensation severance details. | Y |
employ_severance_agreement | Y if the disclosure contains an Employment/Severance Agreement. | Y |
source_type | Source of the disclosure. Can be from a specific section of an 8-K filing, e.g. 5.02/7.01/8-K/etc., other SEC filing types (Proxy, 10-K, etc.) Newswires, Articles, or Company IR pages. If no timely disclosures were released around the time of the Management Change and the person's role was first disclosed in their Bio (typically within a Proxy or 10-K) -- source type "Bio" will be used. | Y |
second_source_type | The source type of the second disclosure. See column {second_disclosure_date} for additional information regarding Second Sources. | Y |
mcid | Unique identifier of the specific Management Change. | Y |
lastupdate | The date of the last update for the Management Change entry. | Y |
edit_action | Returns a "U" if the edit is an Update to an existing row; returns a "D" if the edit is a Delete of an existing row. | Y |
as of | Only available in point-in-time feed files -- date the row would have been / was available via daily feed. | Y |
Description of Management Change Codes – {mcid} column
All Management Changes are timeline type specific; Insiders will both Board and Officer timeline types will have distinct Hires/Departures for each type.
Hire Management Change Types:
Code | Management Change Type | Description |
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H | New Hire | The Insider did not have a position (on the respective timeline) at the company. For example, if an Insider was Chairman but did not have an officer position and was hired as CEO - this would appear as a New Hire Management Change. |
D | New Director | The Insider is appointed as a new Director. Use the position type to further identify new Chairman appointments by screening for the respective Position Type. |
P | Promotion | The Insider is promoted to a more “senior” title at the company. We generally will use clues from language used in the disclosure, i.e. “promoted to”, “increase in responsibilities”, “increase in salary”, and we also review the titles of the positions. See these examples:
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PI | Promotion (Was Interim) | Insider is officially given the full-time role of an interim position; can only follow an Interim Role Start Management Change and the Time in Role is the amount of time they spent with “Interim” status. |
I | New Insider | The company files a Form 3 stating that the Insider is a new Section 16d insider at the company. We try and find the Insider’s bio and enter their original start date in the role – generally either as a New Hire or Promotion. If the start date for their Hire / Promotion was more than 120 days ago we will enter the original Hire / Promotion and their New Insider Management Change. This is probably the least meaningful type of Management Change, but it can give some indication of who may have internal role changes and access to more important information. |
T | Title Change | The Insider is appointed to a “lateral” or “lesser” title at the company. We generally will use clues from language used in the disclosure, i.e. not including “promotion” type language, and we also review the titles of the positions. Specific examples include:
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R | Return From Leave | The Insider left their position temporarily and is returning to the same role; generally, always follows a Resign – Temporary Management Change. |
IS | Interim Role Start | The Insider’s role is explicitly defined as “interim”; we also make no distinction between Promotion or New Hire – we only care if it was an interim role. Please note, the vast majority or Interim Role Starts are filled by an Insider already at the company. If the Insider also continues their existing role, that timeline will remain open. |
A Note About IPOs: A company will generally file Form 3s for all reporting insiders around the date of its IPO. Given the fact that most insiders started at the company at a much earlier date, the filing of these disclosures is more a reporting formality than opportunity for trading. We capture these Management Change types so we can have an accurate and complete history. We review the S-1 Filings to get the Insider’s start date in the role disclosed in the Form 3. Most dates are estimates given that companies generally only disclose the month and year the Insider started. |
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HI | Start Date - IPO | For all Officer-related positions including C-Level executives. |
DI | Start Date (Director) - IPO | For all Director-related positions including Chairman. |
Departure Management Change Types:
Code | Management Change Type | Description |
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A Note About Termination Management Changes: We look for words and variations on: terminated, dismissed, fired, removed. These are cases where the disclosure explicitly states or implies that the company made the decision end the relationship. |
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TW | Termination - Without Cause | There is specific language of “without cause” within the disclosure. |
TC | Termination - For Cause | There is specific language of “with/for cause” within the disclosure. |
TU | Termination - Unknown | There is no designation of “with” or “without cause” within the disclosure. |
TR | Termination - Restructure | There is specific language relating to: restructuring, the Insider’s position being eliminated, cost reductions or cost-cutting initiatives. |
A Note About Resignation Management Changes: We look for words and variations on resign and then additional details related to the resignation – if provided. These are cases where the disclosure explicitly states or implies that the Insider made the decision end the relationship. |
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RT | Resign - Temporary | There is specific language stating the leave will be temporary; generally, around health or family. |
RR | Resign - Retirement | There is specific language or a variant of “retire” within the disclosure. |
RM | Resign - Medical | There is specific language around: health, medical, death within the disclosure. |
RC | Resign - Corporate Action | The Insider resigns due to a merger, acquisition, or spin-off and the company the Insider resigned from still continues to trade. If the company is no longer trading, it is a Timeline End – M & A Management Change (see below). |
RF | Resign - Family | There is specific language around “family” within the disclosure. |
RN | Resign - New Opportunity | There is specific language around the Insider pursing a “new opportunity” within the disclosure. |
NR | Resign - Not Seeking Re-Election | There is specific language around the Insider not seeking “re-election” on the board. |
RA | Resign - Disagreement | There is specific language that the resignation was due to a “disagreement” within the company. |
RP | Resign - Personal | There is specific language around the Insider resigning for “Personal” reasons and is more generic than family. |
RU | Resign - Unknown | There is no specific language around the reason for the resignation. |
NE | Not Re-Elected | The Insider was standing for re-election but not re-elected to the board. This is only available for Board Timeline types. |
DO | Departure - Other | If it is not clear that the disclosure is a specific Termination or Resignation type, we fall back to Departure – Other. Common keywords include: departing, leaving, no longer employed, mutual decision. This will also include undisclosed departures. |
IE | Interim Role End | The Insider’s interim role ends. This Management Change can only follow an Interim Role Start. |
A Note About Timeline End Management Changes: The Timeline End designation is used if the company is (or will soon be) no longer trading. From a trading perspective we believe there is less informational value in these types of Management Changes and that there is more value capturing the Insider’s history. |
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TM | Timeline End - M & A | Disclosures related to companies that will be acquired or merged into another company. |
TP | Timeline End - Going Private | Disclosures related to companies that are going private, management buyout, or other similar activity. |
TB | Timeline End - Bankruptcy | Disclosures related to companies that are going bankrupt. |
TS | Timeline End - Stopped Filing | Disclosures related to companies that will no longer be filing disclosures. |
TO | Timeline End - Other | Disclosures related to companies that are no longer trading that do not fall into one of aforementioned Timeline End cases. |