ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On April 13, 2023, Fiesta Restaurant Group, Inc. (the "Company") announced that Dirk Montgomery, the Company's Interim Chief Executive Officer and Treasurer and former Chief Financial Officer will be appointed President and Chief Executive Officer of the Company effective April 13, 2023. Mr. Montgomery, age 59, has served as Interim Chief Executive and Treasurer since December 8, 2022 and served as Senior Vice President, Chief Financial Officer and Treasurer of the Company from September 9, 2019 until December 8, 2022. Mr. Montgomery served as Chief Financial Officer of Hooters International from August 2016 until September 2019. Mr. Montgomery also served as Chief Financial Officer of European Wax Centers from April 2015 until July 2016, Chief Financial Officer of Health Insurance Innovations from September 2014 until March 2015, Executive Vice President and Chief Financial Officer of Ascena Retail Group, Inc. from January 2013 until August 2014 and Chief Financial Officer and Global Productivity Executive (2005 - 2011) and Chief Value Chain Officer (2012 - 2013) of Bloomin' Brands, Inc. Mr. Montgomery does not have any other relationships with the Company that would be required to be reported pursuant to Item 404(a) of Regulation S-K.

In connection with the appointment of Mr. Montgomery as President and Chief Executive Officer, pursuant to an offer letter (the "Offer Letter") dated April 12, 2023, effective April 13, 2023, Mr. Montgomery will (a) receive an annual base salary of $625,000, (b) be eligible for annual equity grants which will represent an amount of the Company's common stock having a Fair Market Value (as defined in the Company's 2021 Stock Incentive Plan (the "2021 Plan")) on the date of grant equal to one hundred fifteen-percent (115%) of his annual base salary, subject to the discretion of the Compensation Committee of the Board of Directors of the Company which are currently expected to be comprised of 50% restricted stock awards and 50% based on performance-based criteria determined with respect to the 2023-2025 performance measurement period, (c) receive an equity grant under the 2021 Plan five trading days following the Company's release of its earnings for the first fiscal quarter of 2023 equal to 15% of his annual base salary to account for the difference between the annual equity grant awarded to Mr. Montgomery in 2023 and the percentage set forth in subsection (b) above, which are to be comprised of 50% restricted stock awards and 50% based on performance-based criteria determined with respect to the 2023-2025 performance measurement period, (d) receive a one time equity grant five trading days following the Company's release of its earnings for the first fiscal quarter of 2023 equal to $1,000,000 under, and subject to, the 2021 Plan comprised of 50% restricted stock awards which vest equally over four years and 50% based on performance-based criteria determined with respect to the 2023-2025 performance measurement period and (e) have the cash bonus target remain at one-hundred percent (100%) of his annual base salary ("Bonus Target"), subject to the terms of Company's bonus plan and subject to the discretion of the Compensation Committee of the Board of Directors of the Company ("2023 Annual Bonus"), provided that with respect to the 2023 Annual Bonus if Mr. Montgomery remains employed with the Company through December 31, 2023, he will be entitled to receive a guaranteed minimum bonus amount equal to 50% of his annual Bonus Target to be paid on or before March 15, 2024.

Additionally, pursuant to the Offer Letter, on April 13, 2023, the Company and Mr. Montgomery entered into the Second Amendment to Agreement which amended the agreement (as amended, the "Severance Agreement"), dated September 9, 2019, between the Company and Mr. Montgomery to provide for a payment of (i) 1.5 times (instead of 1.0 times) Mr. Montgomery's highest annual base salary in effect prior to the date of his termination if Mr. Montgomery's employment is terminated by the Company without Cause (as defined in the Severance Agreement) or by Mr. Montgomery for Good Reason (as defined in the Severance Agreement) and (ii) 2.0 times Mr. Montgomery's highest annual base salary in effect prior to the date of his termination if Mr. Montgomery's employment is terminated by the Company without Cause or by Mr. Montgomery for Good Reason, in each case, within 12 months following a Change of Control (as defined in the Severance Agreement).

ITEM 7.01. REGULATION FD DISCLOSURE.

On April 13, 2023, the Company issued a press release announcing the appointment of Mr. Montgomery as the President and Chief Executive Officer of the Company, the entire text of which is attached as Exhibit 99.1 and is incorporated by reference herein.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.





(d) Exhibits

99.1 Fiesta Restaurant Group, Inc. Press Release dated April 13, 2023 104 Cover Page Interactive Data File (formatted as Inline XBRL)


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