Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain
Officers
Resignation of Dylan S. Ramsey as General Counsel and Corporate Secretary;
Appointment of Jeffrey Ehrich as General Counsel and Corporate Secretary
(Interim)
Effective February 16, 2023, Vista Outdoor Inc. (the "Company") appointed
Jeffrey Ehrich, the Company's current Deputy General Counsel and Assistant
Secretary, to General Counsel and Corporate Secretary (Interim) of the Company.
The Company's current General Counsel and Corporate Secretary, Dylan S. Ramsey,
will be leaving the Company following a transition period. The Company expects
that Mr. Ehrich will remain with the Company and serve as General Counsel and
Corporate Secretary following the previously announced spin-off of the Company's
Outdoor Products segment (the "Spin-Off"), which is expected to be completed in
calendar year 2023.
Mr. Ehrich has served in a variety of roles with the Legal Departments of the
Company and its predecessor, Alliant Techsystems, Inc., which he joined in 2011.
He was most recently promoted to Deputy General Counsel and Assistant Corporate
Secretary in 2018. Prior to that, he served as Associate General Counsel from
2015 to 2018, Senior Counsel from 2013 to 2015, and Counsel from 2011 to 2015.
He began his legal career as a commercial litigator.
In connection with Mr. Ramsey's resignation, the Company negotiated and entered
into a General Release and Separation Agreement (the "Agreement") with Mr.
Ramsey. Pursuant to the Agreement, Mr. Ramsey has agreed to remain employed on a
full time non-officer basis until April 3, 2023 (the "Separation Date") to
facilitate the transition of General Counsel duties to Mr. Ehrich. The Agreement
provides for a release of claims and non-disparagement covenants. As
consideration, the Agreement provides that the Company will provide Mr. Ramsey
with the following severance benefits: a lump sum cash payment in an amount
equal to 100% of his current annual base salary? payment of any amount earned by
Mr. Ramsey under the Company's Annual Incentive Plan for the fiscal year ended
March 31, 2023, based on actual Company performance? accelerated vesting of the
portion of his unvested time-based restricted stock units ("RSUs") that would
have vested had he remained employed by the Company for 12 months following the
Separation Date? Mr. Ramsey's unvested performance-based restricted stock unit
("PSU") award agreements shall remain outstanding and eligible to vest (on a
pro-rated basis) in accordance with the existing terms thereof (100% of Mr.
Ramsey's 2021-2023 PSU award, two-thirds of Mr. Ramsey's 2022-2024 PSU award and
one-third of Mr. Ramsey's 2023-2025 PSU award shall remain outstanding and
eligible to vest)? and a lump sum cash payment of $20,000 to cover the cost of
health care coverage and outplacement services. The foregoing description of the
Agreement does not purport to be complete and is qualified in its entirety by
reference to the Agreement filed as Exhibit 10.1 hereto and incorporated by
reference herein.
Entry into a Retention Award Agreement with Jason R. Vanderbrink
On February 16, 2023, the Company entered into a retention award agreement with
Jason R. Vanderbrink, President of the Company's Sporting Products segment,
pursuant to which Mr. Vanderbrink will be granted on February 16, 2023 (the
"Grant Date") a restricted stock unit award for a total of 18,776 shares of the
Company's common stock (the "RSU Retention Award") in recognition of his
critical role in connection with the execution of the Spin-Off and delivering
value for the Company's stockholders. Subject to Mr. Vanderbrink's continued
employment with the Company through the respective vesting dates, the RSU
Retention Award will vest as follows: (i) 25% or 4,694 shares will vest on the
first anniversary of the Grant Date regardless of the execution status of the
Spinoff, and (ii) 75% or 14,082 shares will vest on the second anniversary of
the Grant Date contingent on the execution of the Spinoff.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 General Release and Separation Agreement, dated as of February 20, 2023,
by and between Vista Outdoor Inc. and Dylan S. Ramsey
10.2 Restricted Stock Unit Retention Award Agreement, dated as of February
16, 2023, by and between Vista Outdoor Inc. and Jason Vanderbrink
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded
within the Inline XBRL document
1
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses