Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
On
January 30, 2019, the Board of Directors (the “Board”) of Fred’s, Inc. (the “Company” or “Fred’s”)
appointed Joseph Anto as the Company’s Chief Executive Officer, effective as of February 3, 2019, the first day of the Company’s
2019 fiscal year. Mr. Anto had previously served as Interim Chief Executive Officer since April 2018 and Executive Vice President,
Chief Financial Officer and Secretary since February 2018.
In
addition, the Board appointed Ritwik Chatterjee as Chief Financial Officer, Nathaniel Klein as Chief Operating Officer and Michael
Ladd as Chief Stores Officer. Mr. Chatterjee had previously served as Senior Vice President of Corporate Development since September
2018, Mr. Klein had previously served as Senior Vice President of Finance since April 2018 and Mr. Ladd had previously served
as Executive Vice President of Store Operations since January 2018. Each of these appointments was also effective as of February
3, 2019.
Mr.
Anto, age 40, was appointed Executive Vice President, Chief Financial Officer and Secretary of the Company in February 2018, and
he was named Interim Chief Executive Officer in April 2018. Before that, Mr. Anto served as a consultant to the Company, beginning
in July 2017. From June 2015 to February 2018, Mr. Anto served as Senior Vice President of Strategy and M&A at MediaNews Group,
Inc. (d/b/a Digital First Media), one of the largest newspaper companies in the U.S. by circulation. From July 2014 to May 2015,
he was Vice President of Business Development for MediaNews Group and also CEO at Jobs-in-the-US.com, a subsidiary of MediaNews
Group with regionally focused job board sites in New England. From February 2013 to June 2014, Mr. Anto was Managing Director
at Digital First Ventures, the strategic investing division of MediaNews Group. Mr. Anto is the co-founder of RumbaTime, LLC,
a fashion brand focused on timepieces and accessories, and served as the company’s CEO from 2009 to 2012. Before that, Mr.
Anto held positions at Harbinger Capital Partners, ABS Capital Partners and First Union Securities. He has previously served on
the boards of private merchant power companies Kelson Energy Inc. and Kelson Canada, CIPS Marketing Group Inc. and RumbaTime.
Mr. Anto holds a BBA from Emory University and an MBA from Columbia University.
Mr.
Chatterjee, age 43, was appointed as the Company’s Senior Vice President of Corporate Development in September 2018, and
before that served as the Company’s Vice President of Finance beginning in June 2018. Prior to joining Fred’s, Mr.
Chatterjee most recently served as Senior Vice President, Strategy & Business Development at Rachel Zoe, Inc. from January
2018 to June 2018. Before that, Mr. Chatterjee served as Interim Chief Financial Officer of Microdynamics Group, a private equity-owned
invoice and billing firm, from March 2017 until its sale to OSG Billing Services in October 2017. Prior to that, Mr. Chatterjee
was Senior Vice President of Strategy and Business Development at Martha Stewart Living Omnimedia, Inc. (“Martha Stewart
Living”) from June 2014 to December 2016, where he led efforts to restructure the company and sell it to Sequential Brands
Group, Inc. (NASDAQ: SQBG). Before Martha Stewart Living, Mr. Chatterjee was a Vice President at Structured Portfolio Management,
a credit investment firm, from February 2011 to April 2014. Prior to that, Mr. Chatterjee held positions at Harbinger Capital
Partners, Merrill Lynch (now Bank of America), Piper Jaffray Companies and CIBC World Markets. He has a BA from Brown
University.
Mr.
Klein, age 37, joined Fred’s in April 2018 as Senior Vice President of Finance. Mr. Klein was a founder of North American
Lithium (NAL) and led the restructuring of its predecessor RB Energy from October 2015 to its eventual sale to Contemporary Amperex
Technology Co. (CATL), one of the largest EV battery producers in the world, in January 2018. From November 2008 to September
2016, Mr. Klein served as Vice President at Hale Capital Management, a private equity fund based in New York City focused on investing
and transforming small and mid-cap companies. Mr. Klein has a BBA from Franklin & Marshall College, where he received
The
Wall Street Journal Award
for outstanding academic achievement.
Mr.
Ladd, age 48, joined Fred’s as Executive Vice President of Store Operations in January 2018. Before Fred’s, Mr. Ladd
served as Vice President of Stores at Barnes & Noble, Inc. with responsibility for the store and operations organizations
from June 2016 through August 2016. Mr. Ladd joined Barnes & Noble from Sears Holdings Corporation, where he served as Senior
Vice President and Head of Sears Retail with responsibility for the entire store and retail operations teams from December 2014
to June 2016. He also acted in corporate and field leadership roles of increasing responsibility during his 20-year career with
Sears Holdings. Mr. Ladd holds a BA in Business Psychology from Miami University.
In
connection with the aforementioned appointments, Mr. Anto’s annual base salary was increased to $675,000, Mr. Chatterjee’s
annual base salary was increased to $400,000, Mr. Klein’s annual base salary was increased to $400,000, and Mr. Ladd’s
annual base salary was increased to $420,000. Upon the effectiveness of these appointments, each of the foregoing officers resigned
from their previous offices held at the Company, except that Mr. Anto remains Secretary of the Company.
None
of Messrs. Anto, Chatterjee, Klein or Ladd has any family relationships with any director or executive officer of the Company,
there are no arrangements or understandings between any of Messrs. Anto, Chatterjee, Klein or Ladd and any other persons pursuant
to which such officer was selected for his respective office, and there have been no transactions involving the Company and any
of Messrs. Anto, Chatterjee, Klein or Ladd that the Company would be required to disclose pursuant to Item 404(a) of Regulation S-K.
