Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Transition Agreements with Fred Hand, Marc Katz and Paul Metcalf
On November 4, 2022, Tuesday Morning Corporation (the "Company") entered in a
Transition Agreement with Fred Hand (the "Hand Agreement"), pursuant to which
the Company and Mr. Hand agreed that Mr. Hand's employment as Chief Executive
Officer of the Company would terminate on November 4, 2022 and that Mr. Hand
would resign from the board of directors of the Company on November 4, 2022.
In addition, on November 4, 2022, the Company entered a Transition Agreement
with each of Marc Katz and Paul Metcalf (together with the Hand Agreement, the
"Transition Agreements"), pursuant to which (i) the Company and Mr. Katz agreed
that Mr. Katz's employment as Principal and Chief Operating Officer and Interim
Chief Financial Officer would terminate on November 4, 2022, and (ii) the
Company and Mr. Metcalf agreed that Mr. Metcalf's employment as Principal and
Chief Merchant would terminate on November 4, 2022.
Under the terms the Transition Agreements, (i) each of Messrs. Hand, Katz and
Metcalf will provide transition services to the Company through June 30, 2023,
(ii) the Company will make transition payments of $2,275,948.32 to Mr. Hand,
$882,771.44 to Mr. Katz, and $820,235.10 to Mr. Metcalf, (iii) the Company
agreed to reimburse certain legal fees incurred by Messrs. Hand, Katz and
Metcalf in connection with the Transition Agreements, and (iv) each of Messrs.
Hand, Katz and Metcalf will be entitled to accelerated vesting of their
time-vesting restricted stock units. The Company and each of Messrs. Hand, Katz
and Metcalf also have agreed to mutual releases.
The foregoing summary of the Transition Agreements is qualified in its entirety
by reference to the full text of the Transition Agreements, copies of which are
filed as Exhibits 10.1, 10.2 and 10.3 to this report, and incorporated by
reference herein.
Appointment of Andrew Berger as Chief Executive Officer
On November 4, 2022, Andrew T. Berger was appointed as Chief Executive Officer
of the Company. Mr. Berger has served as a director of the Company since
September 28, 2022 and will continue to serve as a member of the board of
directors.
Mr. Berger, age 50, has served as a director of Autoscope Technologies
Corporation (including its predecessor, "Image Sensing Systems, Inc.") since
October 2015, as Executive Chair of Autoscope since June 2016, and as Chief
Executive Officer of Autoscope since April 2021. Mr. Berger was Chair of the
Nominating and Corporate Governance Committee and a member of the Audit
Committee and Compensation Committee until his appointment as Chief Executive
Officer of Autoscope. Mr. Berger is the Managing Member of AB Value Management
LLC, which serves as the General Partner of AB Value Partners, LP. Mr. Berger
has nearly two decades of experience in investment analysis, investment
management, and business consulting. From 1998 through 2002, Mr. Berger served
as Equity Analyst for Value Line, Inc. Since 2002, Mr. Berger has served as
President of Walker's Manual, Inc., an investment publisher that was transformed
into a business consulting company in 2008. Since May 2017, Mr. Berger has been
Chief Executive Officer of Cosi, Inc. (and since August 2022 of its successor,
Cosi Restaurant Holdings, LLC), a fast-casual restaurant chain that operates and
franchises domestic and international restaurants. In 2020, Cosi, Inc. filed for
Chapter 11 protection under the federal bankruptcy laws, and emerged in August
2022. From January 2020 through October 2021, Mr. Berger served on the board of
directors of Rock Mountain Chocolate Factory, Inc., and international
franchisor, confectionary manufacturer and retail operator.
As a result of his appointment as Chief Executive Officer, Mr. Berger will no
longer serve on the Audit Committee of the board of directors.
Appointment of William Baumann as Chief Operating Officer and Interim Chief
Merchant
On November 4, 2022, William M. Baumann was appointed Chief Operating Officer
and Interim Chief Merchant of the Company. Mr. Baumann, age 60, previously
served as Executive Vice President and Chief Information Officer of the Company
from July 2021 to November 4, 2022. Mr. Baumann joined the Company from Torrid,
Inc. where he served as Executive Vice President Customer Experience and Chief
Information Officer. In that role, Mr. Baumann's scope of responsibility
included Information Technology, Store Operations and Ecommerce. Prior to that
role, Mr. Baumann held the Chief Information Officer position at several
retailers including, Total Wine and More, West Marine and Recreational
Equipment, Inc. (REI). Mr. Baumann earned a Masters of Business Administration
from Saint Mary's College of California and an undergraduate degree from New
Hampshire College.
Resignation of James Harris
On October 31, 2022, James Harris resigned from the board of directors of the
Company. In connection with the resignation, there were no disagreements between
Mr. Harris and the Company relating to matters concerning the Company's
operations, policies or practices.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1 Transition Agreement, dated November 4, 2022, between the Company
and Fred Hand
10.2 Transition Agreement, dated November 4, 2022, between the Company
and Marc Katz
10.3 Transition Agreement, dated November 4, 2022, between the Company
and Paul Metcalf
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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