Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 23, 2021, the Board of Directors of Sportsman's Warehouse Holdings,
Inc. (the "Company") appointed Jeff White as Vice President of Finance, Chief
Accounting Officer and Interim Chief Financial Officer of the Company, effective
September 26, 2021. Mr. White will perform the functions of the Company's
principal accounting officer and principal financial officer. Mr. White was also
appointed to serve as the Company's Secretary.
Mr. White, 36, has served as the Company's Senior Director, Finance and
Accounting since August 2016. Prior to his time at the Company, Mr. White served
as Manager at KPMG LLP from August 2011 to August 2016.
In connection with his appointment as Vice President of Finance, Chief
Accounting Officer, Interim Chief Financial Officer and Secretary, Mr. White
will receive an annual base salary of $260,000 and will have a target bonus
level of 35% of his base salary. In addition, Mr. White was granted an award of
75,000 restricted stock units under the Company's 2019 Performance Incentive
Plan. Such restricted stock units will vest in three substantially equal
installments on the first, second and third anniversaries of the grant date,
subject to Mr. White's continued employment with the Company, or if earlier,
will vest in full upon a change in control of the Company. In addition, Mr.
White will receive a total retention bonus opportunity of $150,000, with 50% of
such bonus opportunity scheduled to vest on the closing of the proposed merger
with Great Outdoors Group, LLC (the "Closing") and 50% on the first anniversary
of the Closing. Mr. White will also be eligible to participate in the Company's
benefit plans generally made available to the executives of the Company.
In connection with Mr. White's appointment, the Company entered into a severance
agreement (the "Agreement") with Mr. White. The Agreement provides that Mr.
White's employment may be terminated by the Company or by Mr. White for any
reason at any time, with or without notice. In the event Mr. White's employment
is terminated by the Company without "Gross Misconduct," or by Mr. White for
"Good Reason" (as these terms are defined in the Agreement), Mr. White will be
entitled to receive, subject to providing a release of claims to the Company,
(i) continued payment of his base salary (as severance pay) for twelve months
following such termination of employment, (ii) a pro-rated portion of his target
annual bonus for the year in which such termination of employment occurs, (iii)
reimbursement for COBRA premiums for up to twelve months, and (iv) accelerated
vesting of any equity awards granted to him by the Company if such termination
of employment occurs on or after a "Change of Control" (as defined in the
Agreement), to the extent such awards are outstanding and unvested immediately
prior to such termination of employment.
The Agreement also includes confidentiality, non-compete, and non-solicitation
covenants in favor of the Company.
The foregoing description of the Agreement is qualified in its entirety by
reference to the full text of the Agreement, which is filed as Exhibit 10.1 to
this Current Report on Form 8-K and is incorporated herein by reference.
The Company also intends to enter into a customary indemnification agreement
with Mr. White, the form of which is filed as Exhibit 10.2 to the Company's
Current Report on Form 8-K filed with the Securities and Exchange Commission on
April 8, 2019.
There are no arrangements or understandings between Mr. White and any other
persons pursuant to which he was selected as an officer of the Company. There
are also no family relationships between Mr. White and any director or executive
officer of the Company and Mr. White has no direct or indirect material interest
in any related party transaction required to be disclosed pursuant to Item
404(a) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Severance Agreement, dated September 26, 2021, between Sportsman's
Warehouse Holdings, Inc. and Jeff White
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
© Edgar Online, source Glimpses