Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 21, 2019, Hostess Brands, Inc. (the "Company") and Brian T. Purcell
agreed on the terms of his employment as the Company's Executive Vice President
and Chief Financial Officer. Mr. Purcell is expected to become the Company's
Executive Vice President and Chief Financial Officer on January 6, 2020, as the
Company's current Executive Vice President and Chief Financial Officer, Thomas
A. Peterson, transitions to a new role of Executive Vice President, Strategy and
M&A. Mr. Peterson will remain an executive officer of the Company.
Mr. Purcell, 45, has served as the Chief Financial Officer of Rawlings Sporting
Goods Company ("Rawlings"), a baseball and softball sporting goods company,
since 2015. From 2006 to 2015, Mr. Purcell served in various roles at PepsiCo, a
global beverage business, including as Regional CFO and Senior Director for the
Midwest Region from 2012 to 2015. Mr. Purcell began his career as a Staff
Consultant at Ernst & Young LLP from 1997 to 1999 and served in various finance
and accounting positions at Cazenove & Co., Prism Group LLC and Argosy Gaming
Company from 1999 to 2006. Mr. Purcell has a Bachelor of Science Degree in
Business Administration from St. Louis University School of Business and a
Master of Business Administration Degree from Washington University in St.
Louis.
Mr. Purcell will receive an annual base salary of $400,000 and a target annual
cash bonus opportunity of 75% of base salary. The Company has also agreed to pay
him an additional bonus for 2019 to make-up for any forgone bonus for 2019 from
his prior employer. He will also be eligible to participate in the Hostess
Brands, Inc. 2016 Equity Incentive Plan. The Company expects to provide Mr.
Purcell with an initial equity award consisting of a blend of restricted stock
units, stock options and performance share units with an aggregate value of
$750,000, subject to approval by the Company's Talent & Compensation Committee.
The Company has also agreed to grant Mr. Purcell an additional one-time equity
award with a value of $150,000 if the Company is required to pay him a makeup
bonus or $250,000 if the Company is not so required.
Mr. Purcell will receive relocation assistance and be eligible to participate in
the Company's health insurance, 401(k) and Key Executive Severance Benefit Plan.
The description of the Key Executive Severance Benefit Plan set forth in the
Company's Definitive Proxy Statement on Schedule 14A for its 2019 Annual Meeting
of Stockholders filed with the Securities and Exchange Commission on April 19,
2019 (the "Proxy Statement") is incorporated by reference herein.
There is no change to Mr. Peterson's compensation in connection with his
transition to his new role. The information about Mr. Peterson's compensation
set forth in the Proxy Statement is incorporated by reference herein.
Item 8.01. Other Events.
On November 26, 2019, the Company issued a press release announcing Mr.
Peterson's transition to his new role and the hiring of Mr. Purcell. A copy of
the press release is attached as Exhibit 99.1 and incorporated by reference
herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description of Exhibits
99.1 Press release dated November 26, 2019
104.1 The cover page from this Current Report on Form 8-K, formatted in
Inline XBRL
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