Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with new executive leadership, Starbucks Corporation (the “Company” or “Starbucks”) has decided to make a change in the general counsel position, and Rachel Gonzalez will transition from the role of executive vice president and general counsel on April 4, 2022. Ms. Gonzalez will serve in an advisory capacity to Starbucks until her departure from Starbucks effective May 20, 2022.
In connection with this transition, the Company entered into a Separation Agreement and Release with Ms. Gonzalez (the “Separation Agreement”) on March 31, 2022 (the “Effective Date”). The terms of the Separation Agreement provide (1) Ms. Gonzalez’s employment with Starbucks will end on May 20, 2022 (the “Separation Date”) and (2) from April 4, 2022 through the Separation Date, Ms. Gonzalez will remain employed as an advisor in a non-executive capacity at an annualized rate of $380,625, which represents 50% of her current base salary.
The Separation Agreement provides that Ms. Gonzalez will receive: (1) $2,283,750 in severance; (2) a prorated bonus of $470,553 for fiscal year 2022; (3) a $4,801,720 cash payment in recognition of equity grants that were scheduled to vest in 2022 after the Separation Date and in 2023; (4) an amount equivalent to the cost of COBRA continuation coverage for a period of eighteen months; and (5) $20,000 that may be used for attorneys’ fees related to the negotiation of the Separation Agreement. Under the terms of the Separation Agreement, Ms. Gonzalez will also be provided with executive outplacement services.
The payments and benefits to Ms. Gonzalez under the Separation Agreement are subject to her executing and not revoking a reaffirmation of a release of claims and other commitments and obligations. The Separation Agreement also expressly reaffirms the duties and responsibilities of Ms. Gonzalez under the Confidentiality, Non-Solicitation, Non-Competition and Inventions Agreement that she signed as a condition of her employment, except as specifically amended in the Separation Agreement.
The description of the Separation Agreement in this Item 5.02 is qualified in its entirety by reference to the full text of the Separation Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
