Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 19, 2014, the Board of Directors of Bob Evans Farms, Inc. (the
"Company") appointed Mark E. Hood, 61, as Chief Financial Officer. In this role,
Mr. Hood will be the Company's principal financial officer and will oversee the
Company's financial reporting, investor relations and corporate finance
Prior to joining the Company, Mr. Hood provided consulting services on financial
and accounting matters from July 2012 to June 2014. Mr. Hood previously served
as the Senior Vice President and Chief Financial Officer (principal accounting
officer) of the Brown Shoe Company (NYSE:BWS) a $2.6 billion operator of retail
shoe stores and marketer of footwear, from October 2006 to June 2012. Prior to
his position at the Brown Shoe Company he served as Senior Vice President and
Chief Financial Officer of St. Louis-based Panera Bread Company (NASDAQ: PNRA),
a leader in the quick-casual restaurant business, from July 2003 to May 2006,
and as a consultant of Panera Bread Company from May 2006 to August 2006. He was
the Senior Vice President, Finance and Administration, of Panera Bread Company
from August 2002 to July 2003. His prior experience includes two decades of
service with May Department Stores Company, Inc., Saks Holdings, Inc., and U.S.
Loyalty Corporation, in various financial and administrative senior management
Mr. Hood will be paid a base salary of $400,000 annually. He will also be
eligible to earn an incentive compensation bonus of 65 percent (target) of his
salary. He will be eligible to receive the first annual bonus in June 2015 for
the fiscal year ending April 24, 2015. For the cash bonus paid for the fiscal
year ending April 2015, he is guaranteed a payout of no less than 50 percent of
Mr. Hood will also be eligible to participate in the Company's Performance
Incentive Plan ("PIP"). The Company sets PIP goals annually, which include
specific company and business unit goals and the Company's earnings per share
goal at a target of 110% of annual base salary if the performance goal is
attained. Awards made pursuant to the PIP are in the form of restricted stock
units and vest over three years. Mr. Hood has been guaranteed an annual PIP
award of at least 3,333 shares of restricted stock for fiscal years 2015, 2016
Mr. Hood will also be a participant in the Company's Executive Change in Control
and Severance Plan "CIC/Severance Plan" as a Class B participant. The
CIC/Severance Plan provides for the possible vesting of unvested equity grants
in the event of a Change of Control event, and requires compensation in the
event of the termination of employment related to a Change in Control event.
Under the CIC/Severance Plan, if a Class B participant's employment is
terminated without "cause" or by the executive officer for "good reason" during
the one year period after a Change in Control event, the participant will be
eligible for (a) 200% of the sum of (i) Base Salary and (ii) Bonus Amount; and
(b) for 18 months after the participant's Date of Termination, life, medical,
dental and/or vision insurance programs in which the participant was
participating. If during the first year of Mr. Hood's employment there is a
"Change in Control" event (as defined in the CIC/Severance Plan), he will also
receive a grant of restricted stock at target level participation (as described
in the PIP description above).
If Mr. Hood's employment is terminated in a manner that does not render him
ineligible (i.e., not terminated for Cause, retires, etc.) for payments and
benefits due to Severance and without a Change in Control event, the Company has
agreed to pay Mr. Hood an amount equal to his annual Base Salary.
The Compensation Committee has discretion regarding the payments of severance
amounts above the minimum stated above.
Mr. Hood will also be entitled to participate in other executive and group
benefits generally offered to executives of the Company.
There are no known family relationships or related party relationships involving
T. Alan Ashworth, who served as the Company's Chief Financial Officer and
Treasurer since May 16, 2016, will retain the position of Vice President,
Corporate Development and Finance, and Treasurer.
A copy of the Company's press release, dated June 23, 2014, announcing the
appointment of Mr. Hood is attached hereto as Exhibit 99.1. The Company's offer
letter to Mr. Hood specifying certain terms and conditions of his employment is
attached hereto as Exhibit 10.1.
Item 8.01 Other Items
The Company issued a press release on June 23, 2014 regarding the appointment of
Mark E. Hood as the Company's Chief Financial Officer. A copy of the Company's
press release is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
10.1* Offer Letter dated June 20, 2014 to Mark E. Hood
99.1 Bob Evans Farms, Inc. Press Release dated June 23, 2014
* Denotes management contract or compensatory plan or agreement.