Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
Retirement of Kraig H. Kayser as President and Chief Executive Officer
On August 31, 2020, Kraig H. Kayser, the President and Chief Executive Officer
of Seneca Foods Corporation (the "Company") notified the Board of Directors (the
"Board") of the Company of his decision to retire from the Company. Mr. Kayser's
retirement is not due a disagreement with the Company relating to the Company's
operations, policies or practices.
On August 31, 2020, the Compensation Committee of the Board (the "Board")
approved the Company's entry into an Executive Transition Services Agreement
(the "Agreement") with Mr. Kayser. Pursuant to the terms of the Agreement, Mr.
Kayser will retire as President and Chief Executive Officer and as a member of
the Board on September 30, 2020. Mr. Kayser will continue to be an employee to
provide transition services through October 31, 2021 and, during this period,
will receive an annualized salary of $666,250 per year, reasonable
administrative support and reimbursement for reasonable expenses incurred in
connection with his services. He will continue to participate in the Company's
Executive Profit Sharing Bonus Plan for the fiscal year ending March 31, 2021.
The Company will also enter into a Supplemental Retirement Agreement to provide
Mr. Kayser with supplemental retirement benefits upon his cessation of service
with the Company. Such supplemental retirement benefits will consist of a
payment of $25,000 per month for 48 months.
The foregoing is a summary description of the terms and conditions of the
Executive Transition Services Agreement and is qualified in its entirety by
reference to the Executive Transition Services Agreement, a copy of which will
be filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the
period ending September 26, 2020.
Appointment of Paul L. Palmby as President and Chief Executive Officer
Also on August 31, 2020 the Board appointed Paul L. Palmby as the Company's
President and Chief Executive Officer to be effective October 1, 2020. Mr.
Palmby, age 57, has served as Executive Vice President and Chief Operating
Officer of the Company since 2006. Prior to that, he served as President of the
Vegetable Division of the Company from 2005 to 2006 and Vice President of
Operations of the Company from 1999-2004. Mr. Palmby joined the Company in March
1987.
Effective October 1, 2020, Mr. Palmby's base salary will be increased to
$646,846. Mr. Palmby will continue to participate in the Company's Executive
Profit Sharing Bonus Plan. Any restricted stock awards and bonus payments under
the Company's Division Management Bonus Program for the fiscal year ending March
31, 2021 will be prorated for the period up to Mr. Palmby's appointment as
President and Chief Executive Officer.
There are no family relationships between any of the Company's directors or
officers and Mr. Palmby that are required to be disclosed under Item 401(d) of
Regulation S-K.
There are no other arrangements or understandings between Mr. Palmby and any
other person pursuant to which Mr. Palmby was appointed as President and Chief
Executive Officer. Mr. Palmby has not entered into any transactions with the
Company that are required to be disclosed under Item 404(a) of Regulation S-K.
A copy of the press release issued on September 1, 2020 by the Company
announcing Mr. Kayser's retirement and Mr. Palmby's appointment as President and
Chief Executive Officer is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit 99.1 Press Release dated September1, 2020 announcing Kraig H. Kayser's
retirement from Seneca Foods Corporation and Appointment of Paul L,
Palmby as successor Chief Executive Officer.
Exhibit 104 Cover Page Interactive Data File (embedded within Inline XBRL document)
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