B Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Bruce C. Wacha as Executive Vice President of Finance and Chief Financial Officer
On November2, 2017, B&G Foods announced that our board of directors appointed Executive Vice President of Corporate Strategy and Business Development, Bruce C. Wacha, to Executive Vice President of Finance and Chief Financial Officer, effective November27, 2017. Current interim Chief Financial Officer, Amy Chiovari, will continue in her role as Corporate Controller and assist with Mr.Wacha’s transition to Chief Financial Officer.
Mr.Wacha, age 46, joined B&G Foods in August2017 from Amira Nature Foods Ltd. (NYSE: ANFI), where he spent three years as that company’s chief financial officer and executive director of the board of directors. Prior to joining Amira Nature Foods, Mr.Wacha spent more than 15 years in the financial services industry at Deutsche Bank Securities, Merrill Lynch and Prudential Securities, where he advised corporate clients across the food, beverage and consumer products landscape. Mr.Wacha earned a bachelor of arts and a master of business administration from Columbia University’s Columbia College and Columbia Business School.
There are no arrangements or understandings between Mr.Wacha and any other person to which he was appointed as our company’s Executive Vice President of Finance and Chief Financial Officer. There is no family relationship between Mr.Wacha and any director, executive officer, or person nominated or chosen by our company to become a director or executive officer of our company. B&G Foods has not entered into any transactions with Mr.Wacha that would require disclosure to Item 404(a)of Regulation S-K under the Securities Exchange Act of 1934.
A copy of the press release we issued to announce the appointment of Mr.Wacha is attached hereto as Exhibit99.1.
On November6, 2017, B&G Foods and Mr.Wacha entered into an amendment to MrWacha’s employment agreement to reflect his appointment to Executive Vice President of Finance and Chief Financial Officer effective November27, 2017. Following is a summary of the key terms of Mr.Wacha’s employment agreement as so amended.
Overview; Base Salary. The agreement provides that Mr.Wacha will be employed as our Executive President of Finance and Chief Financial Officer at an annual base salary of $400,000, or such higher figure as may be determined at an annual review of his performance and compensation by the compensation committee of our board of directors. Mr.Wacha also received a sign-on bonus of $100,000 upon joining B&G Foods in August.
Term. The term of the agreement extends through December31, 2018, subject to automatic one-year extensions, unless earlier terminated. The agreement may be terminated by Mr.Wacha at any time for any reason, provided that he gives us 60 days advance written notice of his resignation, subject to special notice rulesin certain instances as described below, including a change in control or a deemed termination “without cause.”
The agreement may also be terminated by B&G Foods for any reason, including for “cause” (we must give 60 days’ advance written notice if the termination is without cause). As defined in the agreement, a termination for cause includes termination by us due to conviction of a felony or any other crime involving moral turpitude, whether or not relating to Mr.Wacha’s employment; habitual unexcused absence from the facilities of B&G Foods; habitual substance abuse; willful disclosure of material confidential information of B&G Foods and/or its subsidiaries or other affiliates; intentional violation of conflicts of interest policies established by our board of directors; wanton or willful failure to comply with the lawful written directions of our board of directors or other superiors; and willful misconduct or gross negligence that results in damage to the interests of B&G Foods and its subsidiaries or other affiliates. Mr.Wacha will be considered to be terminated without cause if he resigns because we have substantially changed or altered Mr.Wacha’s authority or duties so as to effectively prevent him from performing the duties of the Executive Vice President of Finance and Chief Financial Officer as defined in the agreement, or require that his office be located at and/or principal duties be performed at a location more than 45 miles from the present headquarters located in Parsippany, New Jersey. In this event, Mr.Wacha must notify us within 30 days and must allow us 30 days to restore his duties.
Mr.Wacha will also be considered to be terminated without cause if he terminates his employment following a change in control if after the change in control he is not the Executive Vice President of Finance and Chief Financial Officer with duties and responsibilities substantially equivalent to those described in the agreement or is not entitled to substantially the same benefits as set forth in the agreement. In this event, Mr.Wacha must give us written notice of his resignation within 90 days after the change in control.
Annual Bonus Awards. Mr.Wacha is eligible to earn additional annual incentive compensation under our annual bonus plan, in amounts ranging from 0% of his base salary at “threshold” to 60% of his base salary at “target” to 120% of his base salary at “maximum,” if performance benchmarks, as defined in the annual bonus plan are met.
Long-Term Incentive Awards. Mr.Wacha is also entitled to participate in B&GFoods’ long-term incentive plans, as shall be adopted and/or modified from time to time by the compensation committee. Mr.Wacha is eligible to earn long-term incentive awards as a percentage of his base salary on the grant date of such awards, with such percentage to be determined by the compensation committee.
Other Benefits. Mr.Wacha is also entitled to (1)receive individual disability and life insurance coverage, (2)receive other executive benefits, including a car allowance of $10,000 per year and a mobile phone allowance, (3)participate in all employee benefit plans maintained by B&G Foods for its executive officers, and (4)receive other customary employee benefits.
Severance Benefits. In the case of termination by us without cause, termination by us due to Mr.Wacha’s disability or death, or a resignation by Mr.Wacha described above that is considered to be a termination by us without cause (including upon a change of control subject to the occurrence of the second trigger described above), the agreement provides that he will receive the following severance benefits, in addition to accrued and unpaid compensation and benefits, for a severance period of one year: (1)salary continuation payments for each year of the severance period in an amount per year equal to 160% of his then current annual base salary, (2)continuation during the severance period of medical, dental, life insurance and disability
insurance for Mr.Wacha, his spouse and his dependents, or if the continuation of all or any of the benefits is not available because of his status as a terminated employee, a payment equal to the market value of the excluded benefits, (3)if allowable under B&G Foods’ qualified defined benefit pension plan in effect on the date of termination, one additional year of service credit under the qualified defined benefit pension plan, and (4)outplacement services. The severance period will be increased to two years after the date of termination of employment if Mr.Wacha terminates his employment following a change in control upon the occurrence of the second trigger described above or if we terminate Mr.Wacha’s employment without cause within one year following a change of control.
No Excise Tax Gross-Up. Mr.Wacha is not entitled to any “golden parachute” excise tax gross-up payments under the employment agreement or any other agreement or plan with our company.
Non-Competition Agreement. During Mr.Wacha’s employment and for one year after his voluntary resignation or termination for cause, Mr.Wacha has agreed that he will not be employed or otherwise engaged by any food manufacturer operating in the United States that directly competes with our business. Receipt of the severance benefits described above after a voluntary resignation or termination for cause is contingent on Mr.Wacha’s compliance with this non-competition agreement.
Copies of the employment agreement and the first amendment to the employment agreement are filed as Exhibits 10.1 and 10.2 to this report.
Item 9.01. Financial Statements and Exhibits.
Employment Agreement, dated as of August 1, 2017, between Bruce C. Wacha and B&G Foods,Inc. (Filed as Exhibit10.1 to B&GFoods Quarterly Report on Form10-Q filed on November3, 2017, and incorporated herein by reference)
First Amendment to Employment Agreement, dated as of November6, 2017, between, Bruce C. Wacha and B&G Foods,Inc.
Press Release dated November6, 2017.
B&G Foods, Inc. ExhibitEX-10.2 2 a17-26152_1ex10d2.htm FIRST AMENDMENT TO EMPLOYMENT AGREEMENT DATED NOVEMBER 6,…To view the full exhibit click
About B&G Foods,Inc. (NYSE:BGS)
B&G Foods, Inc. is a holding company. The Company manufactures, sells and distributes a diverse portfolio of shelf-stable and frozen food, and household products across the United States, Canada and Puerto Rico. Its products include frozen and canned vegetables, hot cereals, fruit spreads, canned meats and beans, bagel chips, spices, seasonings, hot sauces, wine vinegar, maple syrup, molasses, salad dressings, pizza crusts, Mexican-style sauces, dry soups, taco shells and kits, salsas, pickles, peppers, tomato-based products, puffed corn and rice snacks, nut clusters and other specialty products. Its products are marketed under various brands, including Ac’cent, B&G, B&M, Baker’s Joy, Bear Creek Country Kitchens, Brer Rabbit, Canoleo, Cary’s, Cream of Rice, Cream of Wheat, Devonsheer, Don Pepino, Emeril’s, Grandma’s Molasses, Green Giant, JJ Flats, Joan of Arc, Las Palmas, Le Sueur, MacDonald’s, Mama Mary’s, Maple Grove Farms of Vermont, Molly McButter and Victoria.
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