Business Context and Reporting Period
This Form 8-K Current Report was filed by B&G Foods, Inc. on November 7, 2017, regarding events occurring on November 6, 2017. The filing discloses the appointment of a new Chief Financial Officer and the terms of his employment agreement.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. The document focuses exclusively on executive compensation and employment terms.
Material Changes
The primary material change is the appointment of Bruce C. Wacha as Executive Vice President of Finance and Chief Financial Officer, effective November 27, 2017. Mr. Wacha replaces the interim CFO, Amy Chiovari, who will continue as Corporate Controller to assist with the transition. Mr. Wacha joined the company in August 2017 as Executive Vice President of Corporate Strategy and Business Development.
Guidance, Outlook, and Management Commentary
The filing contains no financial guidance, outlook, or general management commentary regarding business performance. It details the specific terms of Mr. Wacha's employment agreement, including:
- Base Salary: $400,000 annually.
- Sign-on Bonus: $100,000 received upon joining in August 2017.
- Annual Bonus: Eligible for 0% to 120% of base salary based on performance benchmarks.
- Term: Agreement extends through December 31, 2018, with automatic one-year extensions.
- Severance: In the event of termination without cause, Mr. Wacha is entitled to one year of salary continuation at 160% of base salary, plus benefits. This period extends to two years if termination occurs within one year of a change in control.
- Other Benefits: Includes a $10,000 annual car allowance, mobile phone allowance, and participation in long-term incentive plans.
- Non-Competition: A one-year non-compete restriction applies following voluntary resignation or termination for cause.
Important Facts for Investors to Verify
- Confirmation of the effective date of the CFO transition (November 27, 2017).
- Review of the specific performance benchmarks for the annual bonus plan to assess potential compensation variability.
- Verification of the total potential severance liability in the event of a change in control (two years at 160% of base salary).
- Confirmation that no "golden parachute" excise tax gross-up payments are included in the agreement.