Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Officer
On January 3, 2023, BARK, Inc. (the "Company") announced that Zahir Ibrahim
joined as Chief Financial Officer of the Company, effective January 3, 2023.
Mr. Ibrahim, age 53, most recently served as Chief Financial Officer and Chief
Administrative Officer of Do Good Foods LLC, a position he held from September
2021. Do Good Foods LLC is a startup focused on upcycling surplus grocery food
into nutritious animal feed to create sustainable animal protein. From June 2015
until September 2021, Mr. Ibrahim served as Chief Financial Officer of KIND LLC,
a healthy snacks company, where he helped drive the company's strategy and build
its infrastructure, enabling significant growth and international expansion. In
addition, he led KIND LLC through merger transactions, including the sale of
KIND LLC to Mars, Incorporated in 2020. From November 2013 until May 2015, Mr.
Ibrahim served as Chief Financial Officer of Annie's Inc. (NYSE: BNNY), a widely
recognized natural and organic food company, where he led the business through
organic and inorganic growth, and managed the sale and transition of the
business to General Mills, Inc. Prior to November 2013, Mr. Ibrahim held several
roles at Molson Coors Brewing Company (NYSE: TAP), culminating with Vice
President, Controller, and Chief Accounting Officer.
Earlier in his career, Mr. Ibrahim served in senior financial positions at CML
Innovative Technologies, Inc., Elementis Specialties, Inc., and Pirelli Tyre
Company, and trained as a Chartered Accountant with KPMG LLP. He holds a
Bachelor of Arts in Financial Management, Economics, and Accounting from the
University of Sheffield and an MBA from the University of Warwick.
Mr. Ibrahim's offer letter with the Company (the "Offer Letter") provides for an
annual compensation package consisting of a base salary of $525,000 and an
annual target bonus opportunity of 75% of base salary, with a guaranteed nine
(9) month bonus for fiscal year 2023. Mr. Ibrahim will also receive an initial
grant of 750,000 restricted stock units and 750,000 options to purchase common
stock of the Company under the Company's 2021 Equity Incentive Plan, of which
25% will vest January 10, 2024 and the balance will vest quarterly over twelve
quarters in substantially equal amounts, subject to Mr. Ibrahim's continued
employment. In addition, the Offer Letter provides for a one-time sign-on bonus
in the amount of $1,000,000, payable in four quarterly amounts of $250,000
beginning at the commencement of Mr. Ibrahim's employment with the Company and
on the first, second and third quarterly anniversary of Mr. Ibrahim's employment
with the Company, subject to Mr. Ibrahim's continued employment.
Mr. Ibrahim will enter into the Company's Indemnity Agreement in the same form
entered into by the Company's other executive officers. He will also enter into
a Severance and Change in Control Agreement that provides (i) upon an
involuntary termination for (a) salary continuation payments equal to six (6)
months base salary, (b) a lump sum payment equal to the target annual bonus for
the relevant fiscal year plus the sign-on bonus described above, if not already
paid, (c) accelerated vesting of all equity awards (1) for twenty four (24)
months if such involuntary termination occurs prior to Mr. Ibrahim's first
anniversary of employment, (2) for twelve (12) months if such involuntary
termination occurs after Mr. Ibrahim's first anniversary but prior to his second
anniversary of employment, and (3) for six (6) months if such involuntary
termination occurs after Mr. Ibrahim's second anniversary of employment, and (d)
six (6) months continued health insurance coverage under the Consolidated
Omnibus Budget Reconciliation Act ("COBRA"); and (ii) upon an involuntary
termination occurring six (6) months prior to, or eighteen (18) months after, a
change in control for (x) a lump sum payment equal to two (2) times annual base
salary plus the target annual bonus for the relevant fiscal year and the sign-on
bonus described above, if not already paid, (y) accelerated vesting of all
equity awards, and (z) twenty four (24) months continued health insurance
coverage under COBRA.
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There is no arrangement or understanding between Mr. Ibrahim and any other
persons pursuant to which Mr. Ibrahim was selected as Chief Executive Officer of
the Company. Furthermore, there are no transactions between Mr. Ibrahim and the
Company that would be required to be reported under Item 404(a) of Regulation
S-K. Finally, no family relationships exist between Mr. Ibrahim and any of the
Company's directors or executive officers.
Resignation of Officer
On January 3, 2023, Howard Yeaton resigned as Interim Chief Financial Officer of
the Company effective as of January 3, 2023. Mr. Yeaton will remain as a senior
advisor to the Company until February 10, 2023 under a transition services
agreement between the Company and Mr. Yeaton.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
99.1 Press Release
99.2 Severance and Change in Control Agreement
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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