B Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January29, 2019, B&G Foods,Inc. filed a Current Report on Form8-K to report the promotion of Kenneth G. Romanzi, B&G Foods’ Executive Vice President and Chief Operating Officer, to the position of President and Chief Executive Officer, effective on April6, 2019 following the retirement of Robert C. Cantwell, B&G Foods’ current President and Chief Executive Officer. This amendment updates Item 5.02 in the original report to disclose information regarding compensatory arrangements of Mr.Romanzi and Mr. Cantwell.
Amended and Restated Employment Agreement with Mr.Romanzi.
Overview; Base Salary. On February25, 2019, B&G Foods entered into an amended and restated employment agreement with Mr.Romanzi, which we refer to in this report as the “amended agreement.” The amended agreement provides that Mr.Romanzi will be employed as our President and Chief Executive Officer at an annual base salary of $780,000 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.
One-Time Equity Award. On April1, 2019, Mr.Romanzi will be granted a number of shares of restricted stock of our company equal to $780,000 divided by the closing stock price of our common stock on such date. These shares will vest one-third on each of April1, 2020, April1, 2021 and April1, 2022. Mr.Romanzi must retain ownership of these shares (net of shares withheld for taxes, if shares are withheld to pay applicable taxes) until the termination of his employment.
Term. The initial term of the amended agreement commences on April6, 2019 and ends on December31, 2019, subject to automatic one-year extensions, unless earlier terminated. The amended agreement may be terminated by Mr.Romanzi 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 amended 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 amended 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.Romanzi’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; and willful misconduct or gross negligence that results in damage to the interests of B&G Foods and its subsidiaries or other affiliates. Mr.Romanzi will be considered to be terminated without cause if he resigns because we have substantially changed or altered Mr.Romanzi’s authority or duties so as to effectively prevent him from performing the duties of the President and Chief Executive Officer as defined in the amended 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.Romanzi must notify us within 30 days and must allow us 30 days to restore his duties.
Mr.Romanzi 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 President and Chief Executive Officer with duties and responsibilities substantially equivalent to those described in the amended agreement or is not entitled to substantially the same benefits as set forth in the amended agreement. In this event, Mr.Romanzi must give us written notice of his resignation within 90 days after the change in control.
Annual Bonus Awards. Mr.Romanzi 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 50% of his base salary at “target” to 200% of his base salary at “maximum,” if performance benchmarks, as defined in the annual bonus plan, are met.
Long-Term Incentive Awards. Mr.Romanzi is also entitled to participate in B&G Foods’ long-term incentive plans, as shall be adopted and/or modified from time to time by the compensation committee. Mr.Romanzi is eligible to earn long-term incentive awards (LTIAs) as a percentage of his base salary on the grant date of such awards, with such percentage to be determined by the compensation committee. For performance share LTIAs, the percentages of base salary that it is anticipated Mr.Romanzi will be eligible to earn based on performance range from 56.25% at “threshold” to 112.50% at “target” to 225.00% at “maximum,” as such terms are defined in the awards. Each year, at the discretion of the compensation committee, it is anticipated that Mr.Romanzi will be eligible to receive stock options equivalent on the grant date to 37.50% of his base salary.
Other Benefits. Mr.Romanzi 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 our 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 the Mr.Romanzi’s disability or death, or a resignation by Mr.Romanzi 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 amended 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 200% of his then current annual salary, (2)continuation during the severance period of medical, dental, life insurance and disability insurance for Mr.Romanzi, 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.Romanzi terminates his employment following a change in control upon the occurrence of the second trigger described above or if we terminate Mr.Romanzi’s employment without cause within one year following a change of control.
No Excise Tax Gross-Up. Mr.Romanzi 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.Romanzi’s employment and for one year after his voluntary resignation or termination for cause, Mr.Romanzi 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.Romanzi’s compliance with this non-competition agreement.
A copy of the amended agreement is attached to this report as Exhibit10.2 and is incorporated by reference herein.
Consulting Agreement with Mr.Cantwell
On February26, 2019, B&G Foods entered into a consulting agreement with Mr.Cantwell. The agreement, which commences on April6, 2019 and is terminable at will by either party upon 30 days’ notice, provides that Mr.Cantwell will provide our company with consulting services and advice relating to potential and proposed mergers& acquisitions and capital markets transactions. Mr.Cantwell will be paid a monthly fee of $20,000. The agreement also amends Mr.Cantwell’s existing stock option agreements to increase the period of time he will have after his retirement to exercise vested stock options to the earlier of three years and the current expiration date of the options. A copy of the consulting agreement is attached to this report as Exhibit10.2 and is incorporated by reference herein.
Item 9.01.Financial Statements and Exhibits.
(d) Exhibits.
B&G Foods, Inc. Exhibit
EX-10.1 2 a19-5687_2ex10d1.htm AMENDED AND RESTATED EMPLOYMENT AGREEMENT – KENNETH G. ROMANZI Exhibit 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”),…
To view the full exhibit click here
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.
