Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
OnJanuary 25, 2023 , the Board of Directors ofHamilton Beach Brands Holding Company (the "Company") and the Board ofDirectors Hamilton Beach Brands, Inc. ("HBB") appointedSally Cunningham as Senior Vice President, Chief Financial Officer of the Company and HBB, effectiveMarch 17, 2023 (the "Effective Date").Ms. Cunningham will join the Company as Senior Financial Advisor onFebruary 13, 2023 , and will serve in that role until her appointment as Senior Vice President, Chief Financial Officer becomes effective on the Effective Date.Ms. Cunningham will succeedLinda Woermer as principal financial officer and principal accounting officer of the Company as of the Effective Date.Ms. Cunningham , age 48, previously served as a Finance Operating Partner withOne Rock Capital Partners (a private equity firm) fromNovember 2021 to the present, in which capacity she provided consulting services to portfolio companiesFlexsys Holdings Inc. andPrefere Resin Holdings GmbH . FromJune 2020 toAugust 2021 , she served as Senior Vice President and Chief Financial Officer of Synalloy Corporation (an industrial manufacturing company), which is now known as Ascent Industries Co. FromOctober 2015 toJune 2020 , she served as Vice President,Corporate Administration of Synalloy Corporation .Ms. Cunningham will receive an annual base salary of$360,000 , a one-time cash signing bonus of$50,000 and cash in lieu of perquisites in the annual amount of$15,966 .Ms. Cunningham's target incentive compensation for 2023 under the Company's annual incentive compensation plan will be$167,895 , and her target incentive compensation for 2023 under the Company's long-term incentive compensation plan will be$186,550 . Target incentive amounts may be earned from 0% to 150% based on actual performance, as assessed and determined by theCompensation and Human Capital Committee of the Company's Board of Directors. These incentive amounts will be prorated for any partial year of her employment. Awards toMs. Cunningham under the Company's long-term incentive compensation plan will be paid in a combination of cash and restricted stock of the Company that is fully vested but subject generally to a ten-year restriction on transfer.Ms. Cunningham will also participate in certain standard employee health, welfare and retirement benefits, as well as in the standard severance and change in control benefits available to similarly situated executive officers. There are no arrangements or understandings betweenMs. Cunningham and any other persons pursuant to which she was appointed Senior Vice President, Chief Financial Officer. There are no family relationships betweenMs. Cunningham and any director or executive officer of the Company, and there are no related party transactions between the Company andMs. Cunningham that would require disclosure under Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended. Item 9.01. Financial Statements and Exhibits. (d) Exhibit 99Hamilton Beach Brands
Holding Company News Release, dated
2023 104 Cover Page Interactive
Data File (formatted as Inline XBRL)
--------------------------------------------------------------------------------
© Edgar Online, source