Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
On September 14, 2021, Vintage Wine Estates, Inc. (the “Company”) appointed Russell G. Joy as Chief Operating Officer of the Company, effective November 1, 2021. Mr. Joy will succeed Jeff Nicholson, who, on September 14, 2021, announced he will resign as Chief Operating Officer of the Company, effective October 31, 2021.
In connection with his departure, Mr. Nicholson will (i) receive a prorated bonus payment for fiscal year 2022 in the amount of $34,480 and (ii) forfeit 354,348 unvested restricted stock units. Mr. Nicholson’s stock options, which remain subject to stockholder approval of the Vintage Wine Estates, Inc. 2021 Omnibus Incentive Plan (the “Incentive Plan”), will expire 12 months after his termination of employment with the Company.
As Chief Operating Officer of the Company, Mr. Joy will receive an annualized base salary of $320,000 and will be eligible to earn an annual bonus of up to 30% of his base salary. In connection with his appointment, Mr. Joy will also receive a grant of restricted stock units having a grant date fair value of $329,038 and a grant of stock options to purchase 658,076 shares of the Company’s common stock, in each case to vest in four equal annual installments beginning on the first anniversary of the grant date. The grants are also subject to stockholder approval of the Incentive Plan.
Mr. Joy, age 58, has over 15 years of extensive experience in the wine industry. Mr. Joy most recently served as General Manager of Napa Wine Company from May 2020 to September 2021. Prior to that, he was Vice President-Director of Strategy-CA from March 2017 to February 2020 and Vice President of California Operations from April 2016 to April 2019 at Ste. Michelle Wine Estates.
