Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain Officers
Retirement of Mr. von Pein as Chief Executive Officer
On January 4, 2021, Better Choice Company (the "Company") announced that Werner
von Pein, age 80, retired from his role as Chief Executive Officer of the
Company, effective December 31, 2020 (the "Separation Date"). The Company and
Mr. von Pein entered into a Separation and Retirement Agreement (the "Separation
Agreement"). The Separation Agreement provides for continuation of payment by
the Company of Mr. von Pein's salary for a period of six months; the payment of
Mr. von Pein's 2020 annual bonus in accordance with the Company's Management
Incentive Plan; the accelerated vesting of 75% of unvested stock options held by
Mr. von Pein as of the Separation Date and the payment of unused paid time off
as of the Separation Date. In addition, the Separation Agreement includes a
general release by Mr. von Pein related to Mr. von Pein's employment with the
Company.
The foregoing is a summary of the material terms of the Separation Agreement.
The summary does not purport to be complete and is qualified in its entirety by
reference to Mr. von Pein's Separation Agreement, which is filed as Exhibit
10.1.
Appointment of Chief Executive Officer
On January 4, 2021, the Company announced that Scott Lerner, age 48, was
appointed as Chief Executive Officer of the Company, effective as of January 1,
2021. Prior to joining the Company, Mr. Lerner served as the Chief Executive
Officer of Farmhouse Culture where he partnered with private equity investors to
reposition the brand to capitalize on health and wellness trends. Previously,
Mr. Lerner held positions with PepsiCo, ConAgra Foods and Kimberly-Clark, where
he managed iconic brands such as Naked Juice, Quaker Oats, Scott Tissue and
Parkay Margarine. In 2008, Scott created his own functional beverage brand
called Solixir, resulting in a successful exit in 2014. Following the sale of
Solixir, Scott partnered with the private equity group VMG partners to become
the CEO of Kernel Season's, where he introduced new product lines, increased
profitability by 30% and oversaw the sale of the company to Hilghlander
Partners.
There are no other arrangements or understandings between Mr. Lerner and any
other persons, other than the Employment Agreement (as defined and described
below), pursuant to which he was appointed to the office described above and no
family relationship among any of the Company's directors or executive officers
and Mr. Lerner. Mr. Lerner does not have any direct or indirect interest in any
transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Employment Agreement with the Chief Executive Officer
The Company and Mr. Lerner entered into an Employment Agreement dated as of
December 28, 2020 (the "Employment Agreement") in connection with Mr. Lerner's
appointment as Chief Executive Officer of the Company as of January 1, 2021.
Pursuant to the Employment Agreement, Mr. Lerner's initial annual base salary
will be $325,000 and his target bonus will be not less than 35% of his base
salary, with his actual bonus to be determined by the Board. In addition, under
the Employment Agreement, Mr. Lerner will be entitled to five weeks' paid
vacation and will be eligible to participate in certain employee benefit plans
offered by the Company. Further, Mr. Lerner will receive an initial grant of
500,000 Company stock options at an exercise price of $1.13 per share. The
options will vest over a period of three years subject to continued employment
with the Company as follows: one-third of the options will vest on the first
anniversary of the date of the Employment Agreement and the remaining options
will vest monthly in equal amounts over the remaining 24-month period. In the
event of a Change in Control (as defined therein) the options shall immediately
vest and become exercisable in their entirety.
The foregoing is a summary of the material terms of the Employment Agreement.
The summary does not purport to be complete and is qualified in its entirety by
reference to Mr. Lerner's Employment Agreement relating to employment, which is
filed as Exhibit 10.2.
Item 9.01. Financial Statements and Exhibits
(d)Exhibits.
Exhibits Description
10.1 Separation and Retirement Agreement, Dated December 28, 2020 by and
between Werner von Pein and the Company
10.2 Employment Agreement, Dated December 28, 2020 by and between Scott
Lerner and the Company
99.1 Press release dated January 4, 2021
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