Farmer Bros. Co. (NASDAQ:FARM) Files An 8-K Departure of Directors or Certain Officers; 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.
(c)(1) On February 17, 2017 and February 21, 2017, the Company
announced the appointment of the following executive officers
effective February 20, 2017 (collectively, the New Executive
Officers):
announced the appointment of the following executive officers
effective February 20, 2017 (collectively, the New Executive
Officers):
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Name
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Title
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David G. Robson
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Treasurer and Chief Financial Officer
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Ellen D. Iobst
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Chief Operations Officer
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Scott A. Siers
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Senior Vice President and General ManagerDirect Ship
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David G. Robson, age 50, served as the Chief Financial Officer of
PIRCH, a curator and retailer of kitchen, bath and outdoor home
brands, from September 2014 to September 2016. While at PIRCH, Mr.
Robson oversaw all aspects of accounting, financial planning and
analysis, treasury, merchandise planning and legal, with
responsibility for developing strategies, processes and operating
priorities to upscale a high growth retailer while building strong
finance and merchandising teams. From January 2012 to September
2014, Mr. Robson was the Chief Financial Officer of U.S. AutoParts,
an online provider of auto parts and accessories, where he was
responsible for managing accounting, financial planning and
analysis, treasury and investment decisions, acquisition
activities, public reporting, investor relations, and merchandise
planning and procurement. Prior to that, Mr. Robson served as the
Executive Vice President and Chief Financial Officer of Mervyns
LLC, a former discount department store chain, from 2007 to 2011.
From 2001 to 2007, Mr. Robson served as the Senior Vice President
of Finance and Principal Accounting Officer for Guitar Center, Inc.
Mr. Robson began his career in public accounting with the
accounting firm Deloitte Touche LLP. Mr. Robson graduated with a
B.S. degree in Business Administration: Accounting and Finance from
the University of Southern California and is a certified public
accountant (inactive) in the State of California.
PIRCH, a curator and retailer of kitchen, bath and outdoor home
brands, from September 2014 to September 2016. While at PIRCH, Mr.
Robson oversaw all aspects of accounting, financial planning and
analysis, treasury, merchandise planning and legal, with
responsibility for developing strategies, processes and operating
priorities to upscale a high growth retailer while building strong
finance and merchandising teams. From January 2012 to September
2014, Mr. Robson was the Chief Financial Officer of U.S. AutoParts,
an online provider of auto parts and accessories, where he was
responsible for managing accounting, financial planning and
analysis, treasury and investment decisions, acquisition
activities, public reporting, investor relations, and merchandise
planning and procurement. Prior to that, Mr. Robson served as the
Executive Vice President and Chief Financial Officer of Mervyns
LLC, a former discount department store chain, from 2007 to 2011.
From 2001 to 2007, Mr. Robson served as the Senior Vice President
of Finance and Principal Accounting Officer for Guitar Center, Inc.
Mr. Robson began his career in public accounting with the
accounting firm Deloitte Touche LLP. Mr. Robson graduated with a
B.S. degree in Business Administration: Accounting and Finance from
the University of Southern California and is a certified public
accountant (inactive) in the State of California.
Ellen D. Iobst, age 57, has served as an independent consultant to
the Company, reporting directly to the CEO, since April 2016,
focused on strategic initiatives relating to coffee manufacturing
and sourcing, coffee equipment, supply chain improvement,
acquisitions and project implementation. Ms. Iobsts supply chain
expertise includes state-of-the art manufacturing, lean
manufacturing, supply chain and logistics optimization, purchasing,
engineering and technical services, with executive experience in
acquisitions and divestitures, site start up and closures,
sustainability and risk management. Prior to becoming a consultant
to the Company, Ms. Iobst was the SVP, Supply Chain and Chief
Sustainability Officer at Sunny Delight Beverages Co., a producer,
distributor and marketer of juices, juice drinks, and flavored
waters, from August 2004 to October 2015. As one of the founding
managers of Sunny Delight, she created and led a team of 600 people
including manufacturing (5 plants), contract manufacturing, supply
chain/logistics, purchasing/risk management, engineering/capital
management and technical services, and provided leadership for the
companys sustainability program. Ms. Iobsts other experience
includes over 20 years with Procter Gamble, a multinational
consumer goods company, serving in a variety of roles relating to
supply chain operations, plant management and human resources. Ms.
Iobst graduated with a B.S. in Chemical Engineering from Lehigh
University.
the Company, reporting directly to the CEO, since April 2016,
focused on strategic initiatives relating to coffee manufacturing
and sourcing, coffee equipment, supply chain improvement,
acquisitions and project implementation. Ms. Iobsts supply chain
expertise includes state-of-the art manufacturing, lean
manufacturing, supply chain and logistics optimization, purchasing,
engineering and technical services, with executive experience in
acquisitions and divestitures, site start up and closures,
sustainability and risk management. Prior to becoming a consultant
to the Company, Ms. Iobst was the SVP, Supply Chain and Chief
Sustainability Officer at Sunny Delight Beverages Co., a producer,
distributor and marketer of juices, juice drinks, and flavored
waters, from August 2004 to October 2015. As one of the founding
managers of Sunny Delight, she created and led a team of 600 people
including manufacturing (5 plants), contract manufacturing, supply
chain/logistics, purchasing/risk management, engineering/capital
management and technical services, and provided leadership for the
companys sustainability program. Ms. Iobsts other experience
includes over 20 years with Procter Gamble, a multinational
consumer goods company, serving in a variety of roles relating to
supply chain operations, plant management and human resources. Ms.
Iobst graduated with a B.S. in Chemical Engineering from Lehigh
University.
Scott A. Siers, age 54, was promoted to the Companys executive
management team after having served as the Companys Senior Vice
President and General ManagerDirect Ship since February 2013. Mr.
Siers responsibilities include general management and leadership of
the Companys national sales/direct ship organization, including
strategy, planning, organizational design and process improvement.
Mr. Siers manages sales across all channels of trade, while
overseeing the Companys Silver LEED Certified manufacturing
facility in Portland, Oregon and leading the Companys corporate
sustainability programs. Prior to joining the Company, Mr. Siers
was Vice President, Business Development at McLane Company, a
supply chain services company, from 2009 to September 2012, with
responsibility for change management, new business sales and
marketing. Mr. Siers’ other experience includes various roles with
PepsiCo, including as Vice President, Industry Relations Business
Development, where he led strategy and execution of industry
relations and business development for all PepsiCo brands within
the foodservice industry, and Vice President, National Accounts
Chief Customer Officer, where he led the national sales
organization, as well as experience with Tropicana Products, Inc.,
where he served as Vice
management team after having served as the Companys Senior Vice
President and General ManagerDirect Ship since February 2013. Mr.
Siers responsibilities include general management and leadership of
the Companys national sales/direct ship organization, including
strategy, planning, organizational design and process improvement.
Mr. Siers manages sales across all channels of trade, while
overseeing the Companys Silver LEED Certified manufacturing
facility in Portland, Oregon and leading the Companys corporate
sustainability programs. Prior to joining the Company, Mr. Siers
was Vice President, Business Development at McLane Company, a
supply chain services company, from 2009 to September 2012, with
responsibility for change management, new business sales and
marketing. Mr. Siers’ other experience includes various roles with
PepsiCo, including as Vice President, Industry Relations Business
Development, where he led strategy and execution of industry
relations and business development for all PepsiCo brands within
the foodservice industry, and Vice President, National Accounts
Chief Customer Officer, where he led the national sales
organization, as well as experience with Tropicana Products, Inc.,
where he served as Vice
President, General ManagerUS Sales. Mr. Siers graduated with a B.S.
in Marketing from Western Kentucky University.
in Marketing from Western Kentucky University.
Copies of the Companys press releases dated February 17, 2017 and
February 21, 2017 announcing appointment of the New Executive
Officers are filed herewith as Exhibits 99.1 and 99.2 and
incorporated herein by reference.
February 21, 2017 announcing appointment of the New Executive
Officers are filed herewith as Exhibits 99.1 and 99.2 and
incorporated herein by reference.
(2) There are no understandings or arrangements between any New
Executive Officer and any other person to which such individual was
selected as an executive officer of the Company. None of the New
Executive Officers has any family relationship with any director or
executive officer of the Company.
Executive Officer and any other person to which such individual was
selected as an executive officer of the Company. None of the New
Executive Officers has any family relationship with any director or
executive officer of the Company.
Other than as described in this Item 5.02, none of the New
Executive Officers has a direct or indirect material interest in
any transaction or proposed transaction in which the Company is or
is to be a party in which the amount involved exceeds $120,000,
other than Ms. Iobst whose consulting firm, Iobst Supply Chain
Consulting LLC, is a party to a services agreement and related
statements of work to which the Company paid approximately $433,000
for Ms. Iobsts consulting services rendered to the Company,
including reimbursement of certain travel-related expenses, net of
payments of $500 per month by the consulting firm under a related
personal property lease for the use of certain Company equipment.
These agreements will be terminated upon Ms. Iobsts commencement of
employment with the Company.
Executive Officers has a direct or indirect material interest in
any transaction or proposed transaction in which the Company is or
is to be a party in which the amount involved exceeds $120,000,
other than Ms. Iobst whose consulting firm, Iobst Supply Chain
Consulting LLC, is a party to a services agreement and related
statements of work to which the Company paid approximately $433,000
for Ms. Iobsts consulting services rendered to the Company,
including reimbursement of certain travel-related expenses, net of
payments of $500 per month by the consulting firm under a related
personal property lease for the use of certain Company equipment.
These agreements will be terminated upon Ms. Iobsts commencement of
employment with the Company.
(3) Employment Agreements
In connection with their appointments, on February 17, 2017 the
Company entered into an employment agreement with each of the New
Executive Officers (collectively, the Employment Agreements) which
provide for annual base salary and annual cash incentives under the
Farmer Bros. Co. 2005 Incentive Compensation Plan (the STIP), as
follows:
Company entered into an employment agreement with each of the New
Executive Officers (collectively, the Employment Agreements) which
provide for annual base salary and annual cash incentives under the
Farmer Bros. Co. 2005 Incentive Compensation Plan (the STIP), as
follows:
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Name
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Fiscal 2017 Annual Base Salary(1)
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Fiscal 2017 Target Award(1)
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Fiscal 2017 Target Award as Percentage of Fiscal 2017
Base Salary(1) |
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David G. Robson
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$350,000
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$245,000
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70%
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Ellen D. Iobst
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$335,000
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$201,000
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60%
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Scott A. Siers
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$290,000
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$159,500
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55%
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(1) Actual amounts prorated based on employment
commencement date of February 20, 2017. |
Each of the New Executive Officers will be entitled to participate
in the Farmer Bros. Co. Amended and Restated 2007 Long-Term
Incentive Plan (the LTIP), or any successor plan as administered by
the Compensation Committee. In addition, in connection with their
employment, Mr. Robson and Ms. Iobst will each be granted the
following equity awards (the Awards):
in the Farmer Bros. Co. Amended and Restated 2007 Long-Term
Incentive Plan (the LTIP), or any successor plan as administered by
the Compensation Committee. In addition, in connection with their
employment, Mr. Robson and Ms. Iobst will each be granted the
following equity awards (the Awards):
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(i)
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a number of non-qualified stock options determined by
dividing $60,000, in the case of Mr. Robson, and $48,000, in the case of Ms. Iobst, by the per share fair value of a non-qualified stock option (based on a Black-Scholes valuation or other appropriate option pricing methodology approved by the Compensation Committee) on the award date; and |
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(ii)
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a number of shares of restricted stock determined by dividing
$30,000, in the case of Mr. Robson, and $24,000, in the case of Ms. Iobst, by the Fair Market Value (as defined in the LTIP) on the award date. |
The stock options will have a seven (7) year term with an exercise
price equal to the Fair Market Value on the award date. Provided
the recipient is then employed by the Company, the Awards will vest
as follows: (i) the stock option award will vest ratably over three
years on each anniversary of the award date; and (ii) the
restricted stock award will vest in its entirety on the third
anniversary of the award date. The Form of Farmer Bros. Co.
price equal to the Fair Market Value on the award date. Provided
the recipient is then employed by the Company, the Awards will vest
as follows: (i) the stock option award will vest ratably over three
years on each anniversary of the award date; and (ii) the
restricted stock award will vest in its entirety on the third
anniversary of the award date. The Form of Farmer Bros. Co.
Amended and Restated 2007 Long-Term Incentive Plan Stock Option
Grant Notice and Stock Option Agreement and the Form of Farmer
Bros. Co. Amended and Restated 2007 Long-Term Incentive Plan
Restricted Stock Award Grant Notice and Restricted Stock Award
Agreement filed as exhibits to the Companys Current Report on Form
8-K filed with the SEC on December 18, 2013 are incorporated herein
by reference. The Stock Ownership Guidelines for Directors and
Executive Officers adopted on May 4, 2016 and filed as an exhibit
to the Companys Annual Report on Form 10-K for the year ended June
30, 2016 are incorporated herein by reference.
Grant Notice and Stock Option Agreement and the Form of Farmer
Bros. Co. Amended and Restated 2007 Long-Term Incentive Plan
Restricted Stock Award Grant Notice and Restricted Stock Award
Agreement filed as exhibits to the Companys Current Report on Form
8-K filed with the SEC on December 18, 2013 are incorporated herein
by reference. The Stock Ownership Guidelines for Directors and
Executive Officers adopted on May 4, 2016 and filed as an exhibit
to the Companys Annual Report on Form 10-K for the year ended June
30, 2016 are incorporated herein by reference.
Under the Employment Agreements, each executive officer is entitled
to all benefits and perquisites provided by the Company to its
senior executives, including paid days off, group health insurance,
life insurance, 401(k) plan, employee stock ownership plan, cell
phone, company credit card, expense reimbursement and an automobile
allowance. Additionally, Mr. Robson and Ms. Iobst will be entitled
to specified relocation benefits.
to all benefits and perquisites provided by the Company to its
senior executives, including paid days off, group health insurance,
life insurance, 401(k) plan, employee stock ownership plan, cell
phone, company credit card, expense reimbursement and an automobile
allowance. Additionally, Mr. Robson and Ms. Iobst will be entitled
to specified relocation benefits.
The Employment Agreements contain no specified term of employment,
but rather the executive officers employment may be terminated by
the Company at any time with or without Cause or upon the executive
officers resignation with or without Good Reason, or due to death
or Permanent Incapacity (as each such term is defined in the
applicable Employment Agreement, including in connection with
certain events of retirement in the case of Ms. Iobst). Upon
certain qualifying terminations of employment, the executive
officers may be entitled to severance benefits, including base
salary continuation, partially Company-paid COBRA coverage, and a
prorated bonus based on his or her target award and achievement of
performance criteria under the STIP. Receipt of any severance
amounts is conditioned upon execution of a general release of
claims against the Company. If an executive officer becomes
eligible for severance benefits under the Change in Control
Severance Agreement described below, the benefits provided under
that agreement will be in lieu of, and not in addition to, the
severance benefits under the applicable Employment Agreement.
but rather the executive officers employment may be terminated by
the Company at any time with or without Cause or upon the executive
officers resignation with or without Good Reason, or due to death
or Permanent Incapacity (as each such term is defined in the
applicable Employment Agreement, including in connection with
certain events of retirement in the case of Ms. Iobst). Upon
certain qualifying terminations of employment, the executive
officers may be entitled to severance benefits, including base
salary continuation, partially Company-paid COBRA coverage, and a
prorated bonus based on his or her target award and achievement of
performance criteria under the STIP. Receipt of any severance
amounts is conditioned upon execution of a general release of
claims against the Company. If an executive officer becomes
eligible for severance benefits under the Change in Control
Severance Agreement described below, the benefits provided under
that agreement will be in lieu of, and not in addition to, the
severance benefits under the applicable Employment Agreement.
The foregoing description of the Employment Agreements does not
purport to be complete and is qualified in its entirety by
reference to the Employment Agreements which are filed herewith as
Exhibits 10.1, 10.2 and 10.3 and incorporated herein by reference.
purport to be complete and is qualified in its entirety by
reference to the Employment Agreements which are filed herewith as
Exhibits 10.1, 10.2 and 10.3 and incorporated herein by reference.
Indemnification Agreements
Effective as of the commencement date of employment, the Company
and each New Executive Officer will enter into the Companys
standard form of Indemnification Agreement for directors and
officers. to the Indemnification Agreement, the Company will, to
the extent permitted by applicable law, indemnify and hold harmless
the executive officer against all expenses, judgments, fines,
penalties and amounts paid in settlement in connection with any
threatened, pending or completed proceeding by reason of his or her
status as an officer of the Company. The foregoing description is
qualified in its entirety by the full text of the Indemnification
Agreement, the form of which is filed herewith as Exhibit 10.4 (to
update the schedule of indemnitees) and incorporated herein by
reference.
and each New Executive Officer will enter into the Companys
standard form of Indemnification Agreement for directors and
officers. to the Indemnification Agreement, the Company will, to
the extent permitted by applicable law, indemnify and hold harmless
the executive officer against all expenses, judgments, fines,
penalties and amounts paid in settlement in connection with any
threatened, pending or completed proceeding by reason of his or her
status as an officer of the Company. The foregoing description is
qualified in its entirety by the full text of the Indemnification
Agreement, the form of which is filed herewith as Exhibit 10.4 (to
update the schedule of indemnitees) and incorporated herein by
reference.
Change in Control Severance Agreements
Effective as of the commencement date of employment, the Company
and each New Executive Officer will enter into the Companys
standard form of Change in Control Severance Agreement for
executive officers. A brief description of the terms and conditions
of the form of Change in Control Severance Agreement was previously
filed by the Company in its definitive Proxy Statement to Section
14(a) of the Securities Exchange Act of 1934, as amended, filed
with the SEC on October 27, 2016 and incorporated herein by
reference, with the exception that the Company has updated the
standard form of agreement to reflect Texas choice of law
provisions. The foregoing description is qualified in its entirety
by the full text of the Change in Control Severance Agreement, the
form of which is filed herewith as Exhibit 10.5 (to update the
schedule of executive officers) and incorporated herein by
reference.
and each New Executive Officer will enter into the Companys
standard form of Change in Control Severance Agreement for
executive officers. A brief description of the terms and conditions
of the form of Change in Control Severance Agreement was previously
filed by the Company in its definitive Proxy Statement to Section
14(a) of the Securities Exchange Act of 1934, as amended, filed
with the SEC on October 27, 2016 and incorporated herein by
reference, with the exception that the Company has updated the
standard form of agreement to reflect Texas choice of law
provisions. The foregoing description is qualified in its entirety
by the full text of the Change in Control Severance Agreement, the
form of which is filed herewith as Exhibit 10.5 (to update the
schedule of executive officers) and incorporated herein by
reference.
(e) The information contained in Item 5.02(c) of this Current
Report on Form 8-K is hereby incorporated by reference into this
Item 5.02(e).
Report on Form 8-K is hereby incorporated by reference into this
Item 5.02(e).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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10.1
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Employment Agreement, dated as of February 17, 2017, by
and between Farmer Bros. Co. and David G. Robson. |
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10.2
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Employment Agreement, dated as of February 17, 2017, by
and between Farmer Bros. Co. and Ellen D. Iobst. |
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10.3
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Employment Agreement, dated as of February 17, 2017, by
and between Farmer Bros. Co. and Scott A. Siers. |
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10.4
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Form of Indemnification Agreement for Directors and
Officers of the Company, as adopted on December 5, 2013 (with updated schedule of indemnitees attached). |
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10.5
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Form of Change in Control Severance Agreement for
Executive Officers of the Company (with updated schedule of executive officers attached). |
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99.1
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Press Release of Farmer Bros. Co. dated February 17,
2017 announcing executive management changes. |
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99.2
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Press Release of Farmer Bros. Co. dated February 21, 2017
announcing chief operations officer. |
About Farmer Bros. Co. (NASDAQ:FARM)
Farmer Bros. Co. is a national coffee roaster, wholesaler and distributor of coffee, tea and culinary products. The Company offers private brand and consumer-branded coffee products to small independent restaurants and foodservice operators, and institutional buyers. Its product line includes organic, Direct Trade, Direct Trade Verified Sustainable (DTVS) coffees and other coffees, iced and hot teas, cappuccino, spices, and baking/biscuit mixes. Its primary brands include Farmer Brothers, Artisan Collection by Farmer Brothers, Superior and Metropolitan. Its Artisan coffee products include Direct Trade, Fair Trade Certified, Rainforest Alliance Certified organic blends. It sells whole bean and roast and ground flavored and unflavored coffee products under the Un Momento, Collaborative Coffee, Cain’s and McGarvey brands at retail. Its roast and ground coffee products are sold in traditional packaging, including bags and fractional packages, as well as single-serve packaging. Farmer Bros. Co. (NASDAQ:FARM) Recent Trading Information
Farmer Bros. Co. (NASDAQ:FARM) closed its last trading session up +0.25 at 33.15 with 31,520 shares trading hands.
