Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c)On December 12, 2019, the Board of Directors (the "Board") of BBQ Holdings,
Inc. (the "Company") approved the election of James G. Gilbertson, as Chief
Financial Officer ("CFO") and Secretary, to be effective January 9, 2020.
Mr. Gilbertson, age 58, formerly served since 2018 as CFO of Bluespire Inc., a
digital marketing agency to the healthcare, financial and senior living
industries. From 2016 to 2018 he was the Senior Vice President of the non-profit
Educational Credit Management Corporation, a senior loan processing business and
CFO at the non-profit Zenith Education Group, Inc., a multi-campus education
group. Mr. Gilbertson was an Executive Business Advisor and Board Member at
rareEARTH, an aromatherapy product company from 2014 to 2016. From 2007 to 2014
he served as CFO of Granite City Food & Brewery LTD., a publicly traded
restaurant chain. From 2005 to 2007, he served as Vice President, Business
Development and Cable Distribution, for ValueVision Media, Inc., a publicly
traded television home shopping network now named iMedia Brands, Inc. From 2001
to 2005, Mr. Gilbertson served as CFO of Navarre Corporation, a publicly traded
distributor of entertainment products.
Pursuant to the Offer of Employment Letter with Mr. Gilbertson, he shall receive
an annual base salary of $225,000. He will be eligible to receive a signing
bonus of $30,000 in two payments provided he is in good standing with the
Company at the time of pay out. 50% of the signing bonus will be paid out on the
first pay period in March, 2020 while the remaining 50% of the signing bonus
will be paid out on the first pay period in July, 2020. Mr. Gilbertson is
eligible for a 2020 performance-based incentive award in the amount of $60,000
and in 2021 and beyond he will be eligible for a performance-based cash
incentive award at a target of 35% of annual base salary. Upon the
commencement of his employment, the Company also granted to Mr. Gilbertson a
stock option for the purchase of 50,000 shares of common stock under our 2015
Equity Incentive Plan. The option vests over a four-year period.
Mr. Gilbertson's employment is on an at-will basis and provides for provisions
for termination with and without cause by the Company. The employment agreement
contains other customary terms and conditions. A copy of the Offer of
Employment Letter with Mr. Gilbertson has been filed with this report as Exhibit
10.1 and is incorporated herein by reference.
There are no transactions in which Mr. Gilbertson has an interest requiring
disclosure under Item 404(a) of Regulation S-K. We issued a press release
regarding the naming of Mr. Gilbertson as Chief Financial Officer on January 9,
2020, which is attached hereto as Exhibit 99.1.
Item 9.01.Financial Statements and Exhibits.
Exhibit No. Description
10.1 Offer of Employment Letter to Jim Gilbertson, dated December 17,
2019
99.1 Press Release, dated January 9, 2019
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