Item 5.02. Departure of Directors or Certain Officers; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On April 7, 2022, Hostess Brands, Inc. (the "Company") announced the appointment
of Travis Leonard as Executive Vice President and Chief Financial Officer,
effective May 11, 2022.
Mr. Leonard, 49, previously served as senior vice president and CFO of the
medical segment at Cardinal Health, from 2021 to 2022 and in other roles at
Cardinal Health from 2018. Previously, he served in various finance and
corporate audit roles at Cargill (from 2011 to 2018) and at Kraft Foods (from
1997 to 2011).
Under the terms of his employment, as agreed with the Company, Mr. Leonard will
be entitled to (i) an initial annual base salary of $450,000, (ii) a target cash
bonus opportunity under the Company's short-term incentive plan at 75% of his
base salary, subject to such terms as set by the Talent & Compensation Committee
of the Company's Board of Directors, (iii) a sign-on equity award in the form of
a one-time grant of restricted stock units under the Hostess Brands, Inc. 2016
Equity Incentive Plan ("Equity Plan") with a grant date value of $300,000 that
will vest on the first anniversary of grant (with a provision for acceleration
or cash payout in the event Mr. Leonard is terminated without cause prior to the
vesting), and (iv) a sign-on cash bonus in the amount of $250,000 subject to
repayment if Mr. Leonard resigns or is terminated for cause during the first
twenty-four months of employment. Mr. Leonard will be eligible to participate in
the Equity Plan with an initial award for 2022 expected to be comprised of a
blend of restricted stock units and performance stock units with an aggregate
grant date value of $700,000, prorated based on his employment start date. For
2023 and beyond, it is expected that Mr. Leonard's long-term incentive
compensation will have an aggregate grant date vale of not less than $750,000.
All equity awards will be subject to approval by the Talent & Compensation
Committee of the Company's Board of Directors. Mr. Leonard will receive
relocation assistance and be eligible to participate in the Company's health
insurance, 401(k) plan 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 2020 Annual Meeting of
Stockholders filed with the Securities and Exchange Commission on April 30, 2021
is incorporated by reference herein.
There is no arrangement or understanding between Mr. Leonard and any other
person pursuant to which Mr. Leonard was selected as an officer, nor is he party
to any related party transactions required to be reported pursuant to Item
404(a) of Regulation S-K. Mr. Leonard has no family relationships with any of
the Company's directors or executive officers.
Upon Mr. Leonard's commencement of employment, he will be the Company's
principal financial officer. Michael J. Gernigin, the Company's Senior Vice
President, Chief Accounting Officer & Interim Chief Financial Officer will cease
his role as principal financial officer but will continue to serve as the
Company's principal accounting officer.
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