| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 12, 2020, Ruth’s Hospitality Group, Inc. (the “Company”) announced that on November 9, 2020, Kristy Chipman was appointed as the Company’s Executive Vice President, Chief Financial Officer and Principal Accounting Officer effective as of November 30, 2020. She will succeed Arne G. Haak, the Company’s current Executive Vice President, Chief Financial Officer and Principal Accounting Officer, who will be stepping down from those roles effective November 29, 2020, and will transition to the role of Strategic Advisor until separating from the Company on March 15, 2021.
Ms. Chipman, 49, has over 25 years of experience in consumer and publicly-traded restaurant companies. She has most recently served as Chief Financial Officer for Orangetheory Fitness since September 2019, where she led the finance and accounting team of the high-growth global fitness franchise with over 1,300 studios located throughout the US and internationally. Before joining Orangetheory, she was the Vice President of Finance (International and Information Technology) at Domino’s Pizza, Inc. from August 2016 to October 2018 and then Vice President of Finance and Treasurer at Domino’s Pizza, Inc. from November 2018 to September 2019. Prior to that, she held various finance leadership positions at McDonald’s Corporation from 1994 through August 2016, most recently as a Senior Director of the Corporate Controller Group. She received her B.A. degree in Accounting from Illinois Wesleyan University in Bloomington, IL, and her M.B.A. (with focused coursework in Marketing and Finance) from the Kellstadt Graduate School of Business at DePaul University in Chicago, IL. She is also a Certified Public Accountant licensed by the state of Illinois.
Ms. Chipman will receive a base salary of $420,000, plus she will be eligible for a discretionary annual bonus of up to 75% of her then current base salary. She will receive a monthly automobile allowance of $900 and will be eligible to participate in a variety of employee benefit programs generally available to employees of the Company. Ms. Chipman will also receive a signing bonus of $50,000, relocation expenses of $45,000, and temporary corporate housing. On November 30, 2020 (the “Effective Date”), Ms. Chipman will receive a grant of equity awards with an aggregate target value of $842,000, split evenly between Restricted Stock and performance-based Market Stock Units (“MSUs”), pursuant to the Company’s 2018 Omnibus Incentive Plan. One-half of each award will vest on the third anniversary of the Effective Date and one-half of each award will vest on the fourth anniversary of the Effective Date, subject to Ms. Chipman’s continued employment with the Company as of such date, and, in the case of the MSUs, achievement of the applicable performance metrics set forth in her MSU award agreement.
In addition, the Company’s Board of Directors (the “Board”) approved an employment agreement with Ms. Chipman, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference. Under this agreement, if Ms. Chipman’s employment is terminated by the Company without “cause,” or by Ms. Chipman for “good reason” (as defined in the agreement), she will be entitled to continue to receive an amount equal to her base salary for 12 months after the date of such termination and a lump sum payment equal to 50% of her prior year bonus compensation. She would also receive 12 months of continued health, welfare and retirement benefits, 12 months of automobile allowance payments, and all unreimbursed expenses.
In connection with his departure from the Company, Mr. Haak and the Company will enter into a Separation, Transition, and Release of Claims Agreement (the “Haak Agreement”) that will replace, effective November 30, 2020, Mr. Haak’s employment agreement dated August 8, 2011. Pursuant to the Haak Agreement, Mr. Haak will continue to receive a base salary at the annualized rate of $375,000, plus continued participation in the Company’s benefit plans and a monthly automobile allowance of $900. Subject to the terms and conditions in the Haak Agreement, upon separation from the Company on March 15, 2021, Mr. Haak will receive (i) 12 months of base salary at the annualized rate of $375,000; (ii) any bonus pursuant to the Company’s 2020 Home Office Bonus Program for fiscal year 2020, as determined by the Board or Compensation Committee; (iii) 12 months’ payment of the Company’s share of premiums for group health insurance coverage pursuant to COBRA; (iv) 12 months of Mr. Haak’s automobile allowance; and (v) accelerated vesting of shares of restricted stock that would have vested on or before March 15, 2022 had Mr. Haak continued to be employed by the Company through that date. The Haak Agreement will also include a release of claims and certain other covenants, consistent with the terms of his employment agreement dated August 8, 2011.
On November 12, 2020, the Company issued a press release announcing these developments. A copy of the press release is furnished herewith as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits |
(d)
