Business Context and Reporting Period
This Form 8-K Current Report, dated August 4, 2025, is filed by Sportsman's Warehouse Holdings, Inc. (SPWH). The filing primarily addresses Item 5.02 regarding the departure of the Chief Financial Officer (CFO) and the appointment of a successor, alongside Item 7.01 Regulation FD Disclosure.
Key Financial Metrics
This filing does not contain operational financial results such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The financial data presented is limited to executive compensation and separation agreement terms.
- New CFO Base Salary: $600,000 annually.
- New CFO Target Bonus: 75% of base salary ($450,000 target).
- New CFO Signing Bonus: $75,000 (payable in three installments).
- New CFO Long-Term Incentives: $500,000 target cash award; 125,000 time-based RSUs; up to 125,000 performance-based PSUs.
- Outgoing CFO Separation Package: 12 months of base salary; pro-rated target bonus; $77,000 consulting retainer.
Material Changes
The material change reported is a significant leadership transition within the finance function:
- Departure: Jeff White ceased serving as CFO and Secretary effective August 17, 2025. He will transition to a consulting role until September 9, 2025. All unvested equity awards held by Mr. White are forfeited.
- Appointment: Jennifer Fall Jung was appointed CFO and Secretary, effective August 18, 2025. She brings over two decades of experience, including prior CFO roles at The Duckhorn Portfolio, Inc., Funko, Inc., and Old Navy (The Gap, Inc.).
Outlook, Risks, and Contingencies
The filing outlines specific contingencies regarding executive compensation and employment terms:
- Termination Provisions (New CFO): In the event of termination without "Gross Misconduct" or resignation for "Good Reason," Ms. Fall Jung is entitled to 12 months of base salary, COBRA coverage, and pro-rated bonuses. A Change in Control within 12 months triggers full acceleration of time-based equity awards.
- Restrictive Covenants: Ms. Fall Jung has agreed to a 12-month post-termination non-solicitation of employees or independent contractors.
- Consulting Transition: Mr. White's consulting retainer of $77,000 is contingent upon his compliance with obligations during the consulting period and execution of a supplemental release of claims.
Investor Verification Checklist
- Verify the exact vesting schedules and performance metrics for Ms. Fall Jung's $500,000 LTIP and PSU awards in the attached Exhibit 10.1.
- Confirm the total cash outflow impact of Mr. White's separation package, including the specific calculation of his pro-rated bonus.
- Review the press release (Exhibit 99.1) for any additional strategic commentary regarding the leadership change.
- Monitor future filings for the formal grant of equity awards to Ms. Fall Jung as referenced in the Employment Agreement.