Item 5.02. resignation of directors or officers; election of directors; Appointment of Chief Officers.
Appointment of Chief Executive Officer
On 09/30/2022the board of directors (the “Board of Directors”) of Utz Brands, Inc.
(the “Company”) appointed Howard A FriedmanAge 52, Chief Executive Officer of the Company and appointed Mr. Friedman as a Class I Director on the Board of Directors commencing on his date of joining the Company, expected to be on or at
December 15, 2022 (the “CEO Start Date”). Mr. Friedman has served as executive vice president and chief operations officer of Post Holdings, Inc., a consumer products holding company Sep 2021. So far, Mr. Friedman served as President and Chief Executive Officer, Post-Consumer Brands
out July 2018 to Sep 2021. Before you came to the post office, Mr. Friedman served as executive vice president and president of the chilled meat and dairy business at The Kraft Heinz Company, a global food and beverage company, where he spent the majority of his 20+ year career. Mr. Friedman received a Bachelor of Arts in Economics from Dickinson College and a Masters of Business Administration from the Stern School of Business at New York University.
Combined with Mr. Friedmans Upon his appointment to the Board, the Board increased its size from eleven to twelve members, effective as of the CEO’s entry date. There is no agreement or understanding between them Mr. Friedman and any other person other than the company under which he was appointed a director. Mr. Friedman has no direct or indirect material interest in any transaction that is required to be disclosed under Article 404(a) of Regulation SK.
Chief Executive Officer Compensation Arrangements
Combined with Mr. Friedmans Appointed Chief Executive Officer of the Company, Mr. Friedman and the company signed an offer letter dated
09/30/2022 (the manager offer letter“). The manager offer letter provides that from the entry date of the CEO, Mr. Friedman will serve as chief executive officer of the company and its direct and indirect subsidiaries. Mr. Friedmans Service on the Board, subject to re-election of Mr. Friedman by the shareholders of the Company at the next annual general meeting of shareholders at which the Class I Directors are subject to re-election, until the earlier he ceases to be Chief Executive Officer of the Company and his earlier death or retirement from the Board .
Mr. Friedman will receive an initial annual base salary of $850,000subject to at least annual reviews for increases by the Compensation Committee of the Board of Directors, plus an annual flat fee of $50,000 compensate Mr. Friedman for travel, all subject to the Company’s usual payroll practices. From 2023, Mr. Friedman will also be eligible to participate in the Company’s annual bonus award program with a target bonus opportunity of 110% of his annual base salary and a maximum bonus opportunity of 200% of his annual base salary.
on start date, Mr. Friedman will receive an award of Restricted Stock Units under the Company’s 2020 Omnibus Equity Incentive Plan (as amended, the “OEIP”) in an aggregate value of $2,000,000 based on the weighted average price per share of the Company’s Class A common stock on New York Stock Exchange for the ten consecutive trading day window ending on the trading day prior to the CEO’s entry date (the “10-Day VWAP”) and an award of Performance Share Units under the OEIP with an aggregate value of equal to
$2,000,000 based on 10-day VWAP based on target performance. Subject to the forms of grant previously approved by the Compensation Committee of the Board of Directors, 50% of the Restricted Stock Units will vest December 31, 2023 and
December 31, 2024subject to Mr. Friedmans continued service up to any such date and the Performance Stock Units will vest December 31, 2025subject to the company’s relative shareholder return. Mr. Friedman Eligible for the Company’s standard benefit plans, subject to meeting the relevant eligibility requirements, payment of the required premiums and the terms of the plans. The manager offer letter provides that this can be expected from the 2023 financial year Mr. Friedman receives awards under the OEIP equal to 250% of his annual base salary.
Mr. Friedman also eligible to participate in the Company’s Change of Control Severance Plan (the “Severance Plan”). As part of the severance plan, the Company provides severance payments Mr. Friedman in his capacity as Chief Executive Officer, subject to his execution and non-revocation of an Indemnification and Non-Competition Agreement upon termination of employment
Mr. Friedman (a) either (i) by the Company (except for cause and except during Mr. Friedmans disability), (ii) by Mr. Friedman for good cause, in each case within 90 days before or two years after a change of control, or (b) at the request of an acquirer or prospective acquirer in connection with or before a change of control (a “Change in Control Termination”), provided that any termination of the employment relationship Mr. Friedman shall not be deemed termination of the change of control if Mr. Friedman Comparable employment is offered by the Company or any of its affiliates or any of its respective successors and all other conditions set out in the Severance Plan are met,
will receive 200% of the sum of his Annual Base Salary and Annual Target Bonus in equal installments in the form of continued salary payments beginning on the Payment Start Date (as defined in the Severance Plan) and ending on the two-year anniversary of the Payment Start Date. In addition, in the event Mr. Friedman
is subject to termination for cause, or is subject to termination of employment by the Company for non-cautious cause and outside of his or her disability, d on the commencement of payment and ending on the last day of the 18-month anniversary of the commencement of payment, the Chief Executive Officer is entitled to receive 150% of his annual base salary in equal installments in the form of continued salary payments. if Mr. Friedman
undergoes a termination of change of control or termination of the Chief Executive Officer without change of control and, at the termination date, was entitled to earn a performance-based annual cash bonus in respect of the financial year in which the termination date falls, Mr. Friedman
will also receive a payment equal to the Annual Bonus calculated as if based on actual performance during the applicable Performance Period Mr. Friedman
continue in our employment. This payment will be prorated based on the number of days during the applicable service period Mr. Friedman
was employed by the Company and was paid out to our active employees at the time annual bonuses were paid out. Upon a termination of change of control or termination of Chief Executive Officer without change of control, Mr. Friedman
will also receive outplacement benefits and continuation of benefits under the Consolidated Omnibus Budget Reconciliation Act, 1985, as amended, for up to 18 months after the termination date during the Severance Period. In case that Mr. Friedman
entitled to receive or may receive any payment, option, bonus or benefit under the Severance Plan or any other plan, agreement or arrangement with the Company or with any person whose actions result in a change of control or any affiliate of that person separately or collectively, constitute a “parachute payment” within the meaning of Section 280G of the Code, and determining that other than the terms of the Plan, all payments are subject to an excise duty under Section 4999 of the Code we pay down Mr. Friedman
either (i) the full amount of the Payment, or (ii) an amount equal to the Payments reduced by the minimum amount required to prevent any portion of the Payments from constituting an “Excessive Parachute Payment”, whichever of the foregoing amounts to perform reception Mr. Friedman
on an after-tax basis, the highest payment amount, notwithstanding that all or part of the payments may be subject to excise duty.
Mr. Friedman entitled to participate in such other employee benefit plans and programs (other than severance payments, except as described above) which are generally available to Utz officers and consistent with such plans and programs of the company or its subsidiaries.
The manager offer letter contains certain agreements of Mr. Friedmanincluding a non-competition clause.
This description is qualified in its entirety by reference to the CEO’s full text offer letterfiled here as Exhibit 10.1 and incorporated herein by reference.
Executive Chairman and Lead Director
In connection with the appointment of Mr. Friedman to the post of chief executive officer, the company announced that as of the appointment date of the CEO Dylan B Lissette, the Company’s current chief executive officer, will be appointed executive chairman effective immediately through the second quarter of 2023, when he will transition to the role of non-executive chairman. Beginning with the entry date of the CEO, Mr. Lisette Eligible for an annual base salary of $600,000, subject to standard payroll practices of the . . .
Clause 7.01 Disclosure of Regulation FD.
A copy of the press release disclosing the matters listed in Item 5.02 of this current report on Form 8-K is attached as Exhibit 99.1 and is incorporated by reference into this Item 7.01. The information and Schedules contained in this Section 7.01 are provided and are not deemed to be “filed” within the meaning of Section 18 of the Stock Exchange Act nor may they be incorporated by reference in a filing under the Securities Act unless expressly stated otherwise set forth by specific reference in such filing.
Item 9.01 Financial Statements and Appendices.
Exhibit No. Description
Offer Letter dated September 30, 2022, issued by Utz Brands, Inc.
10.1 to Howard A. Friedman
99.1 Press Release dated October 3, 2022.
Cover Page Interactive Data File (embedded within the Inline XBRL
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