Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 13, 2020, New Age Beverages Corporation (the "Company") appointed
David Vanderveen to the position of Chief Operating Officer.
Mr. Vanderveen, age 50, has been an accomplished industry leader in the direct
selling industry for over 20 years. In 2002, he founded XS World Wide, a
portfolio of energy drinks and sports nutrition products and served as its Chief
Executive Officer from 2002 until 2015, when he sold the company to Amway
Corporation, a large global direct selling company. Since 2015, Mr. Vanderveen
has served as a Vice President and General Manager at Amway Corporation and the
head of the XS Energy drinks and sports nutrition products business. In 2019,
Mr. Vanderveen joined the board and is an investor in RX3 Ventures with Byron
Roth and Nathan Raabe from Roth Capital, and Aaron Rodgers, a professional
athlete. RX3 Ventures is a consumer-focused investment fund that partners with
consumer brands to maximize growth by leveraging its unique network of partners
and influencers.
Under the terms of his offer letter from the Company, Mr. Vanderveen will
receive an annual base salary of $550,000, and will be eligible to receive an
annual performance-based cash bonus with a target bonus opportunity equal to a
range from 50% to 200% of his annual base salary, based upon the attainment of
certain performance goals established by the Company's board of directors. Mr.
Vanderveen will receive an annual long-term incentive award equal to 50% of his
base salary in the form of the Company's restricted stock and stock options. As
a sign-on incentive, Mr. Vanderveen will receive $100,000, 125,000 stock
options, one third of which will vest on each anniversary of the grant date, and
125,000 shares of restricted stock, one third of which will vest on each
anniversary of the grant date; provided that he does not resign from the Company
within the first 12 months of his employment. In the event of a change of
control or significant change in the Company's financial circumstances, 100% of
his equity awards will immediately vest.
Mr. Vanderveen does not have a family relationship with any of the executive
officers or directors of the Company. There are no arrangements or
understandings between Mr. Vanderveen and any other persons pursuant to which he
was appointed as Chief Operating Officer, and there are no transactions in which
he has an interest requiring disclosure under Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On January 13, 2020, the Company issued a press release announcing Mr.
Vanderveen's appointment as Chief Operating Officer of the Company. A copy of
the press release is furnished as Exhibit 99.1 of this report.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Number Description
99.1 Press Release issued on January 13, 2020.
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