Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officer.
On January 7, 2021, Starbucks Corporation (the "Company" or "Starbucks")
announced the appointment of Rachel Ruggeri as executive vice president and
chief financial officer, effective February 1, 2021. In this capacity,
Ms. Ruggeri will serve as the Company's principal financial officer. The Company
also announced that Patrick Grismer will retire as executive vice president and
chief financial officer of the Company effective February 1, 2021. Effective
February 1, 2021, Mr. Grismer will transition to a senior advisor role but
remain employed (with the same base salary and benefits) through May 2, 2021
subject to the execution of legal documentation.
Ms. Ruggeri, 51, has 28 years of experience in accounting, financial planning
and analysis, and business process improvement. She has served as the Company's
senior vice president, Finance, Americas since June 1, 2020. Ms. Ruggeri
initially joined Starbucks in 2001 as a member of the accounting team, where, in
her first year, she had the responsibility of helping to launch the first
Starbucks Card. During her combined tenure of 16 years at Starbucks, Ms. Ruggeri
has held a variety of finance positions of increasing responsibility, including
vice president of Corporate Financial Planning and Analysis, vice president of
Finance in support of the U.S. Business, and senior vice president of Global
Retail. In addition to her time at Starbucks, Ms. Ruggeri served as the senior
vice president and chief financial officer of Continental Mills, Inc., a maker
of breakfast, baking and snack brands, from August 2018 to May 2020.
In connection with Ms. Ruggeri's appointment, the Compensation and Management
Development Committee of the Board of Directors of the Company approved an
annualized base salary of $800,000, an annual bonus target under the Company's
Executive Management Bonus Plan of 120% of base salary and a promotional equity
award with a value of $1,000,000. The equity award will consist of time-vested
restricted stock units ("RSUs"). The RSUs will vest 50% on the second
anniversary, and 50% on the fourth anniversary, of the date of grant, subject to
continued employment. The foregoing description is qualified in its entirety by
reference to Ms. Ruggeri's Offer Letter dated January 6, 2021, which is attached
as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by
reference.
There is no arrangement or understanding between Ms. Ruggeri and any other
person pursuant to which Ms. Ruggeri was appointed. There are no family
relationships, as defined in Item 401 of Regulation S-K, between Ms. Ruggeri and
any of the Company's executive officers or directors or persons nominated or
chosen to become a director or executive officer. There are no transactions in
which Ms. Ruggeri has an interest requiring disclosure under Item 404(a) of
Regulation S-K.
In connection with Mr. Grismer's retirement, the Company will pay him a cash
transition services bonus of $658,019 representing a pro-rated bonus for fiscal
year 2021 (at the target level) subject to the execution of legal documentation.
Item 7.01 Regulation FD Disclosure
A copy of the Company's press release relating to the announcement described in
Item 5.02, dated January 7, 2021, is furnished as Exhibit 99.1 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1* Offer Letter dated January 6, 2021 between Starbucks Corporation and
Rachel Ruggeri
99.1 Press release of Starbucks Corporation dated January 7, 2021
104 Cover Page Interactive Data File (formatted as Inline XBRL)
* Denotes a management contract or compensatory plan or arrangement.
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