SUMMER INFANT,INC. (NASDAQ:SUMR) Files An 8-K Departure of Directors or Certain Officers; 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.
On November28, 2018, Summer Infant,Inc. (the “Company”) announced the appointment of Paul Francese as Senior Vice President and Chief Financial Officer of the Company, effective November27, 2018. Mr.Francese replaced William E. Mote,Jr., who resigned effective November27, 2018, to pursue other professional interests.
Mr.Francese, 63, previously served as the Company’s Chief Financial Officer from September2012 until November2014. Most recently, Mr.Francese was Chief Financial Officer of Rain Carbon Inc., a global chemical company, which he joined in 2015. Mr.Francese was Chief Financial Officer of OCI Enterprises Inc., a soda ash, hydrogen peroxide and sodium percarbonate producer and solar energy developer, from December2004 until September2012. Prior to joining OCI Enterprises, Mr.Francese served as Chief Financial Officer of Cannondale Bicycle Corp, a designer and manufacturer of high-end bicycles and consumer sporting goods accessories. Since 1989, Mr.Francese has served in various financial positions of increasing responsibility in a broad range of companies with responsibility for finance, accounting and treasury activities, Sarbanes-Oxley compliance, and financial reporting. Mr.Francese holds a B.A. from Rutgers University and a M.B.A. from the University of New Haven.
Under the terms of the offer letter between the Company and Mr.Francese, Mr.Francese will receive an annual base salary of $330,000, and will participate in the Company’s standard employee benefit plans and programs. Mr.Francese is eligible to participate in the Company’s short-term incentive bonus program beginning in fiscal year 2019, with a target equal to 40% of his base salary. In addition, as an inducement to Mr.Francese accepting employment with the Company, the Compensation Committee of the Board granted Mr.Francese a stock option to purchase 30,000 shares of Company common stock, vesting 25% each year beginning on the first anniversary of the date of grant, and an award of 20,000 shares of restricted stock, vesting 25% each year beginning on the first anniversary of the date of grant.
In addition, if Mr.Francese’s employment is terminated by the Company without cause or by Mr.Francese for good reason, then Mr.Francese will be entitled to a cash severance payment equal to six months of his then current base salary, payable in accordance with the Company’s customary payroll practices and subject to the Company’s receipt of a general release and termination agreement from Mr.Francese. Mr.Francese will be a Tier 2 participant in the Company’s Change in Control Plan to which executive officers and other designated employees of the Company are entitled to certain payments and benefits in connection with a change in control of the Company, as more fully described in the Company’s Current Report on Form8-K filed with the SEC on February9, 2018.
There are no other arrangements or understandings to which Mr.Francese was selected as the Company’s SVP and Chief Financial Officer. There are no family relationships among any of the Company’s directors, executive officers, and Mr.Francese, and there are no related party transactions between the Company and Mr.Francese reportable under Item 404(a)of Regulation S-K.