Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of President
On August 4, 2022, the Company announced that
it will promote Trevor Lang to serve as its President. Mr. Lang currently serves as the Company’s Executive Vice President
and Chief Financial Officer of the Company, and his promotion to President will be effective upon the appointment of a new Chief Financial
Officer, for which the Company is actively searching.
Mr. Lang, 51, joined the Company as Senior
Vice President and Chief Financial Officer in 2011, and was promoted to Executive Vice President of Professional Services and Chief Financial
Officer in October 2014. From 2007 to 2011, he served as the Chief Financial Officer of Zumiez Inc. and also served as its Chief
Administrative Officer beginning in April 2010. Previously, he had served as Vice President of Finance for Carter’s, Inc.
since 2003. From 1999 until joining Carter’s in 2003, Mr. Lang served in a progressive series of Vice President roles in the
finance area at Blockbuster Inc., culminating in his role as Vice President of Operations Finance. From 1994 until 1999, Mr. Lang
worked in the audit division of Arthur Andersen reaching the level of audit manager. Mr. Lang is a 1993 graduate of Texas A&M
University with a B.B.A. in Accounting. Mr. Lang is also a Certified Public Accountant.
On
August 3, 2022, the Company, F&D and Mr. Lang entered into an Addendum (the “Addendum”) to the Second Amended
and Restated Employment Agreement, dated as of February 3, 2020, as modified by the addendum dated March 26, 2020, by and between
the Company, F&D and Mr. Lang (the “Employment Agreement”). Pursuant to the terms of the Addendum, Mr. Lang’s
base salary was increased, with the other material terms and conditions of the Employment Agreement generally remaining unchanged. Additionally,
in connection with the approval of Mr. Lang’s promotion to President, the Compensation Committee recommended, and the
Board approved, a grant of restricted stock units to Mr. Lang under the Company’s 2017 Stock Incentive Plan. The foregoing
description of the Addendum does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the
Addendum, which is attached as Exhibit 10.2 to this Current Report on Form 8-K and incorporated by reference herein.
There
are no arrangements or understandings between Mr. Lang and any other person pursuant to which he was appointed to the position of
President of the Company. There is no family relationship between Mr. Lang and any director, executive officer or person nominated
or chosen by the Company to become a director or executive officer of the Company. The
Company has not entered into any transactions with Mr. Lang that would require disclosure under Item 404(a) of Regulation
S-K.
Appointment of Chief Accounting Officer
On
August 3, 2022, the Company appointed Luke Olson as its Chief Accounting Officer, effective August 5, 2022, and the Board
designated Mr. Olson as the Company’s “principal accounting officer” for purposes of filings made with the
Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1934, as amended (the “Exchange
Act”).
Mr. Olson, 40, joined the Company in 2019
and previously served as its Vice President and Corporate Controller. Prior to joining the Company, Mr. Olson served as Vice President
and Corporate Controller for Beazer Homes USA from March 2018 to August 2019. Prior to joining Beazer Homes, Mr. Olson
held roles as Corporate Controller and Director of Financial Reporting for the medical device manufacturer EndoChoice from December 2014
to March 2018. Mr. Olson holds both a Bachelor of Science Degree in Accounting and a Master’s Degree in Accounting from
Brigham Young University.
In
connection with the approval of Mr. Olson’s promotion to Chief Accounting Officer, the Compensation Committee approved a grant
of restricted stock units to Mr. Olson under the Company’s 2017 Stock Incentive Plan. There are no arrangements or understandings
between Mr. Olson and any other person pursuant to which he was appointed to the position of Chief Accounting Officer of the Company.
There is no family relationship between Mr. Olson and any director, executive officer or person nominated or chosen by the Company
to become a director or executive officer of the Company. The Company has not entered into
any transactions with Mr. Olson that would require disclosure under Item 404(a) of Regulation S-K. No new compensatory
plan arrangements were entered into with Mr. Olson in connection with his designation as principal accounting officer.