Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On January 24, 2023, Primo Water Corporation (the "Company") announced the
appointment of David W. Hass, age 44, as Chief Financial Officer of the
Company, effective as of January 23, 2023 (the "Effective Date").
Since 2020, Mr. Hass has been Chief Strategy Officer for the Company. From 2011
to 2020, Mr. Hass served in various roles with legacy Primo, including Chief
Strategy Officer, Vice President of Strategy, Vice President of Financial
Planning & Analysis (FP&A), as well as GM of the Canadian Business Unit and the
Water Direct Business Unit. From 2007 to 2011, Mr. Hass served as Vice President
of Consumer Investment Banking at Stifel (formerly Thomas Weisel Partners).
Prior to that, Mr. Hass served as an Associate in the Client Financial
Management practice at Accenture.
In connection with Mr. Hass's appointment, the Company entered into an offer
letter setting out the terms of his employment.
Mr. Hass will earn an annual base salary of $485,000 and is eligible to
participate in the Company's annual executive bonus plan with an annual target
bonus equal to 75% of his base salary, and he has the opportunity to earn up to
150% of his base salary for achievement of goals in excess of the target goals,
as approved by the Human Resources and Compensation Committee of the Board of
Directors of the Company. He will also receive an annual car allowance of
$13,500.
Mr. Hass will be eligible to participate in all of the Company's benefit plans
made available to its employees and senior executives.
On the Effective Date, he will receive a one-time award equivalent to US
$700,000 comprised of performance-based restricted share units (60%) and
time-based restricted share units (40%). The time-based restricted share units
will vest ratably in three equal annual installments from the Effective Date,
and the performance-based restricted units will vest based upon the achievement
of average annual ROIC and aggregate revenues over a three-year period beginning
on the first day of the Company's 2023 fiscal year and ending on the last day of
the Company's 2025 fiscal year (with the metrics weighted 75% and 25%,
respectively).
Mr. Hass will participate in the Company's Amended and Restated Severance and
Non-Competition Plan dated December 9, 2020 (the "Severance Plan") as a "Level
2" participant, which entitles him to a cash payment equal to the sum of his
annual base salary and target bonus multiplied by 1.25, if his employment is
terminated by the Company without Cause or by him for Good Reason (as such terms
are defined in the Severance Plan).
Mr. Hass is subject to standard confidentiality undertakings and has agreed to
several restrictive covenants. He has agreed to a non-competition covenant that
generally limits his ability to compete with the Company in any country in which
it conducts business. He has also agreed to non-solicitation and
non-disparagement covenants. These limitations continue during the term of
employment and for a period of fifteen months following termination, regardless
of the cause of the termination.
There is no arrangement or understanding between Mr. Hass and any other
person(s) pursuant to which he was appointed Chief Financial Officer. Mr. Hass
does not have any family relationship with any director, executive officer, or
person nominated or chosen by the Company to become a director or executive
officer. Other than his employment relationship, Mr. Hass does not have a direct
or indirect material interest in any transaction in which the Company is a
participant.
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The foregoing description of Mr. Hass's offer letter is qualified in its
entirety by reference to the full text of the offer letter, which is filed as
Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference
herein.
On January 20, 2023, Cate Gutowski resigned from her position as the Company's
Chief Operating Officer, effective immediately. Ms. Gutowski will remain with
the Company in an advisory capacity through July 1, 2023 (the "Departure Date").
As part of a Separation Agreement and General Release entered into with the
Company, the Company will not seek reimbursement of relocation expenses of
approximately $600,000. In addition, the Company's Human Resources and
Compensation Committee has determined to accelerate the vesting of 136,335
restricted share units on the Departure Date, representing the unvested portion
of the restricted share units that were granted to Ms. Gutowski in October 2021.
Item 7.01 Regulation FD Disclosure
On January 24, 2023, the Company issued a press release announcing the
appointment of Mr. Hass as the Company's Chief Financial Officer, which is
furnished as Exhibit 99.1 to this report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
10.1 Offer Letter with David Hass, dated January 23, 2023.
99.1 Press Release of Primo Water Corporation, dated January 24, 2023
(furnished herewith).
104 Cover Page Interactive Data (embedded within the Inline XBRL document).
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