BUILD-A-BEAR WORKSHOP, INC. Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On
These compensation adjustments included base salary adjustments for the Company's Executive Officers, determination of the 2021 annual bonus program performance objectives, and approval of the 2021 long-term incentive compensation grants, each of which is described below.
2021 Base Salary Adjustments
The adjusted annual base salaries for the Company's Executive Officers are:
Name /Position Adjusted Annual Base
Salary
Sharon John , President and Chief Executive Officer$735,400 Voin Todorovic , Chief Financial Officer$388,300 Jennifer Kretchmar ,Chief Digital and Merchandising$435,300
Officer
$344,400 Counsel and Secretary 2
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2021 Annual Bonus Program
The Committee established the 2021 performance objectives for the range of cash bonuses that may be paid under theBuild-A-Bear Workshop, Inc. 2020 Omnibus Incentive Plan (the "Omnibus Plan") to each of the Executive Officers in accordance with the terms of the Company's cash bonus program for its Executive Officers (the "Cash Bonus Program"). The Base Bonus Calculation for each of the Executive Officers for 2021 is determined by multiplying the 2021 Base Bonus Payout Target (set forth below) by his or her eligible base salary (which excludes items such as relocation allowances, bonuses, stock options exercises, vesting of restricted stock, performance-based long-term cash program payments, and compensation not received during a leave of absence):Name Base Bonus Payout TargetSharon John 100%Voin Todorovic 50%Jennifer Kretchmar 50%J. Christopher Hurt 50%Eric Fencl 50% The Committee established specific targets related to profitability. If the Company achieves at least the threshold consolidated earnings before interest and taxes ("EBIT"), the Executive Officer will earn between 1% and 200% (the "Percentage of Base Bonus Calculation") of the Base Bonus Calculation. If the Company achieves at least a specified EBIT and certain specified strategic and operational objectives are also attained, the Percentage of Base Bonus Calculation will be increased by up to an additional 25%; provided, however, that the total amount earned cannot exceed 200% of an Executive Officer's Base Bonus Calculation. Consolidated EBIT results that fall between any of the achievement levels set forth in the Cash Bonus Program will be interpolated between the applicable achievement levels, in the sole discretion of the Committee. This discretion includes the ability to increase or reduce the otherwise applicable Percentage of Base Bonus Calculation for each achievement level.
The foregoing summary of the Cash Bonus Program is qualified in its entirety by reference to the description of such program filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
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--------------------------------------------------------------------------------2021 Long-Term Incentive Compensation
Utilizing market data compiled by the Committee's compensation consultant, the
Committee determined the market value of the total long-term incentive program
awards ("LTI Market Value") for each Executive Officer, payable pursuant to the
terms of the Omnibus Plan. For Sharon John , the President and Chief Executive
Officer, the resulting awards were then made 35% in three-year performance-based
restricted stock, 35% in three-year performance-based cash, and 30% in
time-based restricted stock. For Executive Officers other than the President and
Chief Executive Officer, the resulting awards were then made 50% in three-year
performance-based cash and 50% in time-based restricted stock. These awards were
as follows:
Target Number of
Shares of
Three-Year Target Payout Amount of Number of Shares
Performance-Based Three-Year of Time-Based
Name Restricted Stock Performance-Based Cash Restricted Stock
Sharon John 53,095 $ 437,500 45,510
Voin Todorovic - $ 150,000 18,204
Jennifer Kretchmar - $ 150,000 18,204
J. Christopher Hurt - $ 150,000 18,204
Eric Fencl - $ 137,500 16,686
The target number of shares of three-year performance-based restricted stock
awarded to the President and Chief Executive Officer was derived by dividing 35%
of her LTI Market Value by the closing sale price of the Company's common stock
on the New York Stock Exchange on April 13, 2021 and rounding the resulting
number to the closest whole number. The number of three-year performance-based
restricted stock shares, if any, that will be earned by the President and Chief
Executive Officer will be calculated by multiplying the Target Number of Shares
of Three-Year Performance-Based Restricted Stock noted in the table above by the
Total Earned Percentage (defined below) based on the Company's achievement of
profitability and revenue goals for fiscal 2021, fiscal 2022 and fiscal 2023.
The three-year performance-based restricted stock that is earned, if any, will
vest on April 30, 2024 .
The target payout amount under the three-year performance-based cash program for
the President and Chief Executive Officer is 35% of her LTI Market Value and for
each other Executive Officer is 50% of such Executive Officer's LTI Market
Value. The cash award that will be earned, if any, by each such Executive
Officer will be calculated by multiplying the Target Payout Amount of Three-Year
Performance-Based Cash set forth in the table above by the Total Earned
Percentage (defined below) based on the Company's achievement of profitability
and revenue goals for fiscal 2021, fiscal 2022 and fiscal 2023. The cash award
that will be earned, if any, by each Executive Officer will be paid no later
than May 15, 2024 . The summary of the three-year performance-based cash program
herein is qualified in its entirety by reference to the description of such
program filed as Exhibit 10.2 to this Current Report on Form 8-K and
incorporated herein by reference.
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The Committee established specific profitability and revenue objectives for
fiscal 2021, 2022 and 2023 and assigned a weighting to each objective.
Profitability will be measured by the Company's achievement of established
cumulative consolidated earnings before interest, taxes and depreciation and
amortization (EBITDA) goals. Revenue will be measured by the Company's
achievement of revenue growth, by meeting established compound annual growth
rate targets for total web demand sales or cumulative total revenue objectives.
The Total Earned Percentage ("Total Earned Percentage") of the performance-based
stock and cash awards will, in each case, be determined by adding the percent of
target number of shares or target payout amount earned, respectively, for each
performance objective based on the Company's achievement level of each
performance objective over the three-year period multiplied by the weighting
assigned to each objective. For the three-year performance period, the financial
profitability objective will be weighted 75% and the revenue objective will be
weighted 25%. Consolidated financial results that fall between any of the
established achievement levels will be interpolated between the applicable
achievement levels, in the sole discretion of the Committee. This discretion
includes the ability to increase or reduce the otherwise applicable percentage
of target number of shares or payout amount earned, as applicable, for each
achievement level.
The number of shares of time-based restricted stock awarded to each Executive
Officer was derived by dividing 30% of the President and Chief Executive
Officer's LTI Market Value or, for the other Executive Officers, 50% of his or
her LTI Market Value by the closing sale price of the Company's common stock on
the New York Stock Exchange on April 13, 2021 and rounding the resulting number
to the closest whole number that is divisible by three. The time-based
restricted stock vests as follows: one-third on April 30, 2022 , one third on
April 30, 2023 and one-third on April 30, 2024 .
The terms of the 2021 time-based and performance-based restricted stock are as
set forth in the relevant portions of the Company's form of Restricted Stock
Agreement (the "Award Agreement"). Vesting is accelerated, in certain
circumstances, upon a change in control, upon death or termination of employment
with the Company due to disability, subject to the terms set forth in the Award
Agreement. Time-based restricted stock carries voting and dividend rights from
the date of grant. Holders of performance-based restricted stock are entitled to
voting and dividend rights only upon satisfaction of applicable performance
criteria. The summary of the terms of the time-based and performance based
restricted stock herein is qualified in its entirety by reference to the terms
set forth in the form of the Award Agreement, a copy of which is filed as
Exhibit 10.3 to this Current Report on Form 8-K and incorporated herein by
reference.
Each of the performance-based restricted stock and cash awards described herein
is subject to reimbursement or forfeiture in the event the Company is required
to prepare an accounting restatement of its financial statements due to the
Company's material noncompliance with any financial reporting requirement under
securities laws, and in any event, in accordance with the terms of any Company
recoupment policy that may be adopted pursuant to the rules and regulations of
the Commission or New York Stock Exchange .
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--------------------------------------------------------------------------------Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit
Number Description of Exhibit
10.1 Description of
C-Level Employees
10.2 Description of
Exhibit 10.2 to the Registrant's Current Report on Form 8-K, filed on
October 9, 2020 )
10.3 Form of Restricted Stock Agreement under the Registrant's 2020 Omnibus
Incentive Plan
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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