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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On January 4, 2022, the Company issued a press release announcing
that Mr. John R. Howe, its Executive
Vice President, Chief Financial Officer and the Company’s principal financial officer, will retire from
these roles effective January 17, 2022 after 35 years of service with the Company and will be
succeeded
by Chuck Knight as Executive Vice President, Chief Financial Officer and the Company’s principal
financial officer.
A copy of the press release is attached hereto as Exhibit 99.1,
and the contents thereof
are incorporated herein by reference.
To assist with the transition of his roles, Mr. Howe will continue to be employed by the Company through
May 1, 2022 under the same terms of compensation and benefits as in
effect at the time of his retirement.
Mr. Knight’s
appointment as Executive Vice President, Chief Financial Officer will be effective as of
January 17, 2022.
Mr. Knight, age 57, previously served in various roles with The Vitamin Shoppe, first
as Senior Vice President, Chief Accounting Officer from 2018 to 2019, and then as Executive Vice
President, Chief Financial Officer from 2019 to 2020.
Prior to that, Mr. Knight served in various roles
with Toys “R” Us for 28 years, including as Senior Vice President, Corporate Controller from 2010 to
2018.
In connection with Mr. Knight’s hiring, Mr.
Knight and the Company entered into a letter agreement (the
“Agreement”), effective as of January 5, 2022, that sets forth certain terms regarding
his employment.
A
copy of the Agreement is attached hereto as Exhibit 10.1.
Pursuant to the Agreement, Mr. Knight will serve as Executive Vice President and Chief Financial
Officer of the Company.
His initial annual base salary will be $400,000 per year.
Mr. Knight will be
eligible to receive a performance bonus of up to 60% of base salary
based upon the achievement of the
Company and individual performance goals for fiscal 2022.
Beginning May 1, 2022 and going forward
each May 1
st
, Mr. Knight will be eligible to be granted restricted shares of the Company’s Class A
Common Stock with a value of up to 60% of his base salary.
These restricted shares will be granted
pursuant to the Company’s 2018 Incentive Compensation Plan, and will vest over 5 years, with 33%
vesting on the third anniversary of the grant, 33% vesting on the fourth
anniversary of the grant, and the
remaining 34% vesting on the fifth anniversary of the grant.
The Company will also reimburse Mr.
Knight for his COBRA premiums (up to the amount the Company
would pay for its health and dental
coverage) until Mr. Knight is eligible to join the Company’s health and dental insurance.
In connection with Mr. Knight’s relocation to the Charlotte, North Carolina area, the Company will pay
all reasonable and customary moving charges and for Mr. Knight’s temporary housing for up to 60 days.
In addition, the Company will pay Mr. Knight a one-time relocation allowance of $30,000.
Mr. Knight
has agreed to reimburse the Company in full for all such moving,
temporary housing, relocation
allowance and other relocation expenses in the event he resigns during
the first 24 months of his
employment.
Mr. Knight will be entitled to participate in the Company’s employee benefit plans as provided to other
employees, including the Company’s 401(k) Plan, Employee Stock Purchase Plan and vacation plan.