Business Context and Reporting Period
This Form 8-K filing by Sportsman's Warehouse Holdings, Inc. was submitted on May 17, 2018, reporting events occurring on May 11, 2018. The filing primarily addresses the formalization of an employment agreement with the Company's Chief Executive Officer, Jon Barker, who was previously appointed effective March 13, 2018.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on executive compensation and employment terms.
Material Changes
The material change reported is the execution of a new Employment Agreement on May 11, 2018, which amends and restates the previous agreement dated March 31, 2017. Key terms include:
- Term: Initial term through January 30, 2022, with automatic annual renewals unless notice is provided.
- Base Salary: $650,000 annually (effective from the March 13, 2018 appointment date).
- Bonus: Target annual bonus opportunity of 100% of base salary, determined by the Board.
- Equity: Continued eligibility for annual equity awards.
Outlook, Risks, and Contingencies
The filing details specific severance contingencies and restrictive covenants:
- Termination Benefits:
- Termination without "Gross Misconduct" or for "Good Reason" triggers 15 months of base salary continuation (18 months if following a Change in Control).
- Pro-rated target annual bonus and COBRA premium reimbursement for up to 15 months (18 months post-Change in Control).
- Full acceleration of outstanding time-based equity awards if termination occurs on or following a Change in Control.
- Restrictive Covenants:
- Indefinite confidentiality clause.
- 12-month post-termination non-competition clause.
- 24-month post-termination non-solicitation of employees or contractors.
- Non-disparagement clause.
Investor Verification Checklist
- Verify the specific definitions of "Gross Misconduct," "Good Reason," and "Change in Control" in the attached Exhibit 10.1 to understand severance triggers.
- Confirm the total value of outstanding time-based equity awards held by Mr. Barker to assess potential acceleration costs.
- Review the Board's historical bonus payout practices to gauge the likelihood of achieving the 100% target bonus.
- Check for any subsequent filings regarding the performance of the CEO or changes to the compensation committee.