Business Context and Reporting Period
This Form 8-K Current Report was filed by The Simply Good Foods Company on October 25, 2022. The filing addresses significant changes in executive leadership, specifically the departure of the Chief Financial Officer and the appointment of a successor.
Key Financial Metrics
The filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on personnel changes and associated compensation arrangements.
Material Changes
- Departure of CFO: Todd E. Cunfer resigned as Chief Financial Officer, effective October 27, 2022. He will remain with the company through a brief transition period.
- Appointment of New CFO: Shaun Mara was appointed Chief Financial Officer, effective October 27, 2022. Mr. Mara previously served as Senior Vice President of Strategy and Business Development since June 2019.
- Leadership Experience: Mr. Mara brings prior experience as CFO of Atkins Nutritionals, Inc., Dean Foods Company, Roofing Supply Company, and Teasdale Latin Foods, along with over 20 years of senior financial experience at Wrigley, Gillette, and Staples.
Compensation and Management Commentary
The Compensation Committee approved new compensation arrangements for Mr. Mara effective October 27, 2022:
- Base Salary: $480,000 per year.
- Short-Term Incentive: Target award of 70% of base salary.
- Long-Term Incentive (LTI): Grant date target of $600,000, effective with the 2023 LTI grant cycle.
- One-Time RSU Award: Restricted stock units with a grant date value of $1,000,000. Vesting is scheduled at 75% after 18 months and 25% after the second anniversary. Full acceleration applies in cases of termination without "cause" or for "good reason."
Mr. Mara will report to Joseph E. Scalzo, President and CEO, and will oversee finance, tax, treasury, internal audit, investor relations, corporate financial planning, financial systems, and information technology.
Investor Verification Checklist
- Verify the exact terms of the "cause" and "good reason" definitions in the Amended and Restated Executive Severance Compensation Plan referenced in the filing.
- Review Exhibit 10.1 (Offer Letter) for complete details on the compensation agreement.
- Monitor subsequent filings for the transition plan details regarding Mr. Cunfer's departure.
- Check for any impact on the company's 2023 LTI grant cycle timing and valuation.