UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Amendment No. 1
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number:
(Exact Name of Registrant as Specified in Its Charter)
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(I.R.S. Employer Identification No.) | |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ¨
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES ¨
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
| x | Smaller reporting company | |||||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of
its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public
accounting firm that prepared or issued its audit report.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES
The aggregate market value
of the voting and non-voting common equity held by non-affiliates of the registrant as of December 31, 2023, the last business day of
the registrant’s most recently completed second fiscal quarter, was $
As of October 1, 2024, the registrant had shares outstanding of its common stock, par value $1.00 per share, which is the registrant’s only class of common stock.
| Auditor Firm ID | Auditor Name | Auditor Location |
TABLE OF CONTENTS
i
EXPLANATORY NOTE
Farmer Bros. Co. (“Farmer Bros.” or the “Company”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to its Annual Report on Form 10-K for the fiscal year ended June 30, 2024, which was filed with the Securities and Exchange Commission (the “SEC”) on September 12, 2024 (the “Original Filing” or the “2024 Form 10-K”).
This Amendment is being filed for the purpose of providing the information required by Items 10 through 14 of Part III of Form 10-K. This information was previously omitted from the Original Filing in reliance on General Instruction G(3) to Form 10-K, which permits the above-referenced Items to be incorporated in the Annual Report on Form 10-K by reference from a definitive proxy statement, if such definitive proxy statement is filed no later than 120 days after the last day of the Company’s fiscal year on June 30, 2024.
In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the cover page to the Original Filing and Items 10 through 14 of Part III of the Original Filing are hereby amended and restated in their entirety. In addition, pursuant to Rule 12b-15 under the Exchange Act, the Company is including Item 15 of Part IV, solely to file the certifications required under Section 302 of the Sarbanes-Oxley Act of 2002 with this Amendment.
Except as described above, no other changes have been made to the Original Filing. This Amendment does not affect any other section of the Original Filing not otherwise discussed herein and continues to speak as of the date of the Original Filing. The Company has not updated the disclosures contained in the Original Filing to reflect any events that occurred subsequent to the date of the Original Filing. Accordingly, this Amendment should be read in conjunction with the Company’s other filings made with the SEC subsequent to the filing of the Original Filing.
ii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Amendment and other documents we file with the SEC contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act, that are based on current expectations, estimates, forecasts and projections about us, our future performance, our financial condition, our products, our business strategy, our beliefs and our management’s assumptions. In addition, we, or others on our behalf, may make forward-looking statements in press releases or written statements, or in our communications and discussions with investors and analysts in the normal course of business through meetings, webcasts, phone calls and conference calls. These forward-looking statements can be identified by the use of words like “anticipates,” “estimates,” “projects,” “expects,” “plans,” “believes,” “intends,” “will,” “could,” “may,” “assumes” and other words of similar meaning. These statements are based on management’s beliefs, assumptions, estimates and observations of future events based on information available to our management at the time the statements are made and include any statements that do not relate to any historical or current fact. These statements are not guarantees of future performance and they involve certain risks, uncertainties and assumptions that are difficult to predict. Actual outcomes and results may differ materially from what is expressed, implied or forecast by our forward-looking statements due in part to the risks, uncertainties and assumptions set forth in Part I, Item 1.A., Risk Factors, as well as Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the Original Filing, as well as those discussed elsewhere in the Original Filing and other factors described from time to time in our filings with the SEC.
Factors that could cause actual results to differ materially from those in forward-looking statements include, but are not limited to, severe weather, levels of consumer confidence in national and local economic business conditions, developments related to pricing cycles and volumes, the impact of labor shortages, the increase of costs due to inflation, an economic downturn caused by any pandemic, epidemic or other disease outbreak, decreased consumer spending, the success of our turnaround strategy, the impact of capital improvement projects, the adequacy and availability of capital resources to fund our existing and planned business operations and our capital expenditure requirements, our ability to meet financial covenant requirements in our Credit Facility, which could impact, among other things, our liquidity, the relative effectiveness of compensation-based employee incentives in causing improvements in our performance, the capacity to meet the demands of our customers, the extent of execution of plans for the growth of our business and achievement of financial metrics related to those plans, our success in retaining and/or attracting qualified employees, our success in adapting to technology and new commerce channels, the effect of the capital markets as well as other external factors on stockholder value, fluctuations in availability and cost of green coffee, competition, organizational changes, the effectiveness of our hedging strategies in reducing price and interest rate risk, changes in consumer preferences, our ability to provide sustainability in ways that do not materially impair profitability, changes in the strength of the economy, including any effects from inflation, business conditions in the coffee industry and food industry in general, our continued success in attracting new customers, variances from budgeted sales mix and growth rates, weather and special or unusual events, as well as other risks described in this Amendment and other factors described from time to time in our filings with the SEC.
Given these risks and uncertainties, you should not rely on forward-looking statements as a prediction of actual results. Any or all of the forward-looking statements contained in this Amendment and any other public statement made by us, including by our management, may turn out to be incorrect. We are including this cautionary note to make applicable and take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 for forward-looking statements. We expressly disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, changes in assumptions or otherwise, except as required under federal securities laws and the rules and regulations of the SEC.
iii
PART III
| ITEM 10. | Directors, Executive Officers and Corporate Governance |
Directors
Each director of the Company is to be elected annually and serve until his or her successor has been elected and qualified, or until his or her death, resignation, retirement, disqualification or removal from office.
The authorized number of directors is set forth in the Company’s Second Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”) and shall consist of not less than five nor more than nine members, the exact number of which shall be fixed from time to time by resolution of the Board of Directors of the Company (the “Board”). The authorized number of directors is currently six. Any vacancy on the Board that results from an increase in the number of directors may be filled by a majority of the directors then in office, provided that a quorum is present, and any other vacancy occurring on the Board may be filled by a majority of the directors then in office, even if less than a quorum, or by the sole remaining director. Any director elected to fill a vacancy not resulting from an increase in the number of directors will have the same remaining term as that of his or her predecessor. Subject to the rights, if any, of the holders of shares of Preferred Stock then outstanding, any or all of the directors of the Company may be removed from office at any time, with or without cause, in accordance with the DGCL.
All of the present directors were elected to their current terms by the stockholders, except for Terence C. O’Brien. There are no family relationships among any directors or executive officers of the Company. Except as disclosed below, none of the directors is a director of any other publicly held company. Except as otherwise disclosed herein, there are no arrangements or understandings between any of our directors and any other person pursuant to which any person was selected as a director.
Set forth below are the biographies of each director, including their ages and positions and offices held with the Company as of the date hereof.
Stacy Loretz-Congdon, age 65, has served on our Board since 2018. She retired at the end of 2016 after 26 years of service at Core-Mark Holding Company, Inc. (formerly NASDAQ: CORE), one of the largest marketers of fresh and broad-line supply solutions to the convenience retail industry in North America, where she served in various capacities, including as Senior Vice President, Chief Financial Officer and Assistant Secretary from December 2006 to May 2016 and Executive Advisor from May 2016 through December 2016. From January 2003 to December 2006, Ms. Loretz-Congdon served as Core-Mark’s Vice President of Finance and Treasurer and from November 1999 to January 2003 served as Core-Mark’s Corporate Treasurer. Ms. Loretz-Congdon joined Core-Mark in 1990. Ms. Loretz-Congdon’s experience at Core-Mark included oversight of all finance functions, including all corporate finance disciplines, strategy execution, risk mitigation, investor relations, as well as involvement with benefits, executive compensation and technology initiatives. During her tenure as Senior Vice President and Chief Financial Officer, Ms. Loretz-Congdon served on the Information Technology Steering Committee and the Investment Committee at Core-Mark, as well as a board member of all Core-Mark subsidiaries. Core-Mark was a Fortune 500, publicly traded company listed on the Nasdaq Global Market until September 2021 when it merged with Performance Food Group Company (NYSE: PFGC). In 2015, Ms. Loretz-Congdon was named as one of the Top 50 female CFOs in the Fortune 500 by Business Insider and Woman of the Year by Convenience Store News. Prior to joining Core-Mark, Ms. Loretz-Congdon was an auditor for Coopers & Lybrand. In 2023, Ms. Loretz-Congdon became a director of Lithia Motors, Inc. (NYSE: LAD), a nationwide automotive dealership group. Ms. Loretz-Congdon received her Bachelor of Science degree in Accounting from California State University, San Francisco.
David A. Pace, age 65, has served on our Board since 2023 and has served as Chairman of our Board since October 11, 2023. Previously Mr. Pace served as Co-Chief Executive Officer of Tastemaker Acquisition Corp. (NASDAQ: TMKR), a special purpose acquisition company, where he also served as a director. Mr. Pace previously served as Chief Executive Officer and President of Jamba Inc. (formerly NASDAQ: JMBA), a leading restaurant retailer of better-for-you food and beverage offerings, from March 2016 to September 2018, where he also served as a director from 2012 until September 2018. Prior to that, Mr. Pace served in a variety of executive roles at Bloomin’ Brands, Inc. (NASDAQ: BLMN), one of the largest casual dining restaurant companies in the world, including most recently as President of Carrabba’s Italian Grill from 2014 to 2016 after previously serving as Executive Vice President and Chief Resource Officer from 2010 to 2014. Earlier in his career, Mr. Pace held various leadership roles at Starbucks Corporation (NASDAQ: SBUX), PepsiCo, Inc. (NASDAQ: PEP) and YUM! Brands, Inc. (NYSE: YUM). Mr. Pace currently serves as Chairman of the board of directors of Red Robin Gourmet Burgers, Inc. (NASDAQ: RRGB), a casual dining chain, after initially joining the board as a director in August 2019. Mr. Pace has also served as a director of Authentic Restaurant Brands, a restaurant portfolio company of Garnett Station Partners, since May 2022, and as a member of the Ownership Advisory Board for the NHL’s Dallas Stars since 2017. Mr. Pace earned his B.S. in Industrial and Labor Relations from Cornell University.
4
John E. Moore III, age 54, has served on our Board since January 24, 2024 and was also appointed President and Chief Executive Officer of the Company, effective January 31, 2024. Mr. Moore has previously served as the Company’s interim Chief Executive Officer from October 2023 to January 2024, prior to which he initially joined the Company as Vice President, Head of Coffee in July 2023. Before joining the Company, Mr. Moore served as the chief executive officer for Vassilaros Coffee. Prior to Vassilaros, he was the New York senior trader and general manager at Volcafe Specialty Coffee, the chief executive officer and Managing Partner of FAL Coffee Inc. and the vice president of sales and marketing at Octavio Inc., dba Dallis Coffee. Mr. Moore has 30 years of experience in the coffee industry and has extensive experience in every stage of the coffee value chain, from farms and mills to barista and roasting working both in the United States and internationally. Mr. Moore has founded and led several businesses, including Jolly Roger Imports, ELIXIR Cocktail & Espresso Bar and the German expansion of New York Gourmet GmbH & Co. Mr. Moore is also a Certified Q grader and Cup of Excellence Head Judge. He received a Bachelor of Science degree from Earlham College.
Terence C. O’Brien, age 61, has served on our Board since March 2024 and currently serves as the CEO of TriMark USA, LLC, the largest U.S. single source provider of design services, equipment and supplies to the foodservice industry. Prior to TriMark, Mr. O’Brien was the Chief Executive Officer of Chef Holdings, the parent company to the leading U.S. food manufacturers CTI Foods, LLC and Liguia Foods, LLC. Prior to Chef Holdings, Mr. O’Brien was the CEO for CP Foods North America, where he led its financial and operational turnaround. He has also previously held senior leadership roles at Suiza Foods, Dean Foods and Frito-Lay, and during his tenure as CEO led the turnaround of Brachs Confections and Impact Confections. Mr. O’Brien has previously served on a number of food industry boards, including Bellisio Foods, CP Foods North America and American Italian Pasta Company (formerly NASDAQ: AIPC). He has also been the Chairman for the Tom Landry Fellowship of Christian Athletes Endowment Fund since 2012. Mr. O’Brien holds a Bachelor of Science degree in Mechanical Engineering from Clarkson University and a Master of Business Administration degree from The Wharton School of the University of Pennsylvania.
Bradley L. Radoff, age 51, has served on our Board since 2022 and currently serves as a private investor. Mr. Radoff served as Principal of Fondren Management LP, a private investment management company, from 2005 to December 2021. Mr. Radoff previously served as a Portfolio Manager at Third Point LLC, a registered investment advisory firm, from 2006 to 2009. He also served as Managing Director of Lonestar Capital Management LLC, a registered investment advisory firm, from 2003 to 2004. Mr. Radoff also previously served as a director of Citadel Investment Group LLC, a global financial institution, from 2000 to 2003. Mr. Radoff has served as a director of Enzo Biochem, Inc. (NYSE: ENZ), an integrated diagnostics, clinical lab and life sciences company, since January 2022, where he also serves as Chair of the Audit Committee. Mr. Radoff has served as a director of Harte Hanks, Inc. (NASDAQ: HHS), a leading global customer experience company, since May 2021. Mr. Radoff previously served as a director of VAALCO Energy, Inc. (NYSE: EGY), a Texas-based independent energy company, from June 2020 to January 2022, Support.com, Inc. (formerly NASDAQ: SPRT), a leading provider of cloud-based software and services, from June 2016 until its merger in September 2021, and Pogo Producing Company (formerly NYSE: PPP), an oil and gas exploration, development and production company, from March 2007 until the completion of its sale to Plains Exploration & Production Company in November 2007. Mr. Radoff graduated summa cum laude with a B.S. in Economics from The Wharton School at the University of Pennsylvania.
Waheed Zaman, age 64, has served on our Board since September 2021. Since April 2017, Mr. Zaman has served the Chief Executive Officer of W&A Consulting, a consulting and advisory firm, where he advises senior executives on transformational change and consults with leaders and teams on personal success and leadership practices to ensure organizational effectiveness and strategy execution. Mr. Zaman’s prior experience includes his service in multiple roles with the Hershey Company, including his service as Senior Vice President, Chief Corporate Strategy and Administrative Officer and also as Chief Knowledge, Strategy and Technology Officer. While serving in such roles, Mr. Zaman was responsible for Hershey’s corporate strategy, knowledge and insights (including consumer, shopper, and category insights), information technology, and shared service functions. Prior to his service at the Hershey Company, Mr. Zaman served as Senior Vice President, Global Product Supply for Chiquita Brands International, reporting to the CEO. He was responsible for the largest integrated supply chain from farm to shelf in the Fresh Produce sector, with responsibility for banana production and sourcing in Central and Latin America, salads manufacturing in North America and logistics and shipping operations on the ground in North America and Europe. Prior to his service in a supply chain role, Mr. Zaman served as Chief Information Officer of Chiquita. Prior to his service with Chiquita, Mr. Zaman held leadership roles at the Procter & Gamble Company. Mr. Zaman is a past recipient of the Supply Chain Leaders of America Lifetime Achievement Award, a Member of the World 50 Executive Forums in Strategy, Supply Chain, IT and Digital Transformation, and a past member of the Board of Visitors of the University of Maryland Baltimore County and the McKinsey Analytics Council. Mr. Zaman holds a bachelor’s degree with a double major in Computer Science and Policy Studies from Dartmouth College.
5
Executive Officers
The following table sets forth the current executive officers of the Company as of the date hereof. At each annual meeting of the Board of Directors, the Board of Directors formally re-appoints the executive officers, and all executive officers serve at the pleasure of the Board of Directors. No executive officer has any family relationship with any director or nominee, or any other executive officer.
| Name | Age | Title | Executive
Officer Since |
| John E. Moore III (1) | 54 | President and Chief Executive Officer | 2023 |
| Vance Fisher | 56 | Chief Financial Officer | 2024 |
| Jared G. Vitemb | 41 | Vice President, General Counsel, Chief Compliance Officer and Secretary | 2022 |
| Thomas E. Bauer | 60 | Vice President, Chief Commercial Officer | 2023 |
| Matthew Coffman | 44 | Vice President and Controller | 2024 |
|
(1) | For Mr. Moore, please see his biography above in the section captioned “Directors.” |
Vance Fisher was appointed Chief Financial Officer, effective June 10, 2024. Prior to joining the Company, Mr. Fisher provided financial consulting services to various businesses, primarily in the food and beverage sector. Previously, Mr. Fisher served as the Chief Financial Officer of NBC Holdings, LLC from 2019 to 2022. Prior to NBC Holdings, LLC, Mr. Fisher served as the Chief Financial Officer of Dunn’s River Brands Group, Inc. from 2018 to 2019. Mr. Fisher has also previously served as Chief Financial Officer for Tatum, LLC, from 2016 to 2018, and Daisy Brand, LLC, from 2007 to 2016. Mr. Fisher holds a Bachelors of Accountancy and a Bachelor of Business Administration in Corporate Finance from the University of Oklahoma.
Jared Vitemb joined the Company as Vice President, General Counsel, Chief Compliance Officer and Secretary in March 2022. Mr. Vitemb’s current responsibilities include overseeing the Company’s Legal, Compliance and Human Resources functions. Prior to joining the Company, Mr. Vitemb held various positions with FTS International Services, Inc., an oilfield services company, from September 2017 to March 2022, where he last served as Senior Vice President, General Counsel, Chief Compliance Officer and Secretary. From March 2014 to September 2017, Mr. Vitemb worked as an in-house attorney for Dean Foods Company, a dairy processing and distribution company. Prior to 2014, he was in private practice, primarily with the law firm of Gardere Wynne Sewell LLP in Dallas, Texas. Mr. Vitemb received a B.A. in History and a J.D. from The University of Texas.
Thomas E. Bauer joined the Company in 2023 as the head of direct store delivery (DSD). Mr. Bauer currently serves as Chief Commercial Officer, where he oversees the Company’s DSD operations, sales, logistics, and equipment services teams. Prior to joining the Company, Mr. Bauer served as the vice president of sales and national accounts at Emerald Brand and as the senior director of national accounts and central U.S. operations for DS Services. From 1999 to 2013, he served in a number of leadership positions at Standard Coffee Service Company, Community Coffee, Anheuser Busch and PepsiCo. Mr. Bauer currently serves as the vice chair on National Automatic Merchandising Association’s (NAMA) Coffee Service Committee and on the NAMA Foundation Board of Trustees. He earned a bachelor’s degree from the University of Northern Colorado.
Matthew Coffman joined the Company in 2022 as Vice President and Controller. Prior to joining the Company, from January 2019 to April 2022, Mr. Coffman served as the Director of Accounting and Financial Reporting at HMS Holdings Corp. (“HMS”), which was acquired by Gainwell Technologies, a technology services and solutions company backed by private equity firm Veritas Capital, in April 2021. Prior to joining HMS, Mr. Coffman served at PricewaterhouseCoopers LLP for over 15 years within the Capital Markets and Accounting Advisory Services practice and Audit practice, where he advised a variety of private and public companies on reporting and accounting matters and had increasing responsibility for audit engagements. Mr. Coffman’s background also includes M&A and business improvement initiatives. Mr. Coffman holds a BBA in Accounting and M.S. in Management Information Systems from Texas A&M University. Mr. Coffman is a Certified Public Accountant in the State of Texas.
Corporate Governance
Board Meeting and Attendance
The Board held 14 meetings during the year ended June 30, 2024 (“fiscal 2024“), including four regular meetings and ten special meetings. During fiscal 2024, each director attended at least 75% of the total number of meetings of the Board (held during the period for which he or she served as a director) and committees of the Board on which he or she served (during the periods that he or she served). The independent directors generally meet in executive session in connection with each regularly scheduled Board meeting. Under the Company’s Corporate Governance Guidelines, continuing directors are expected to attend the Company’s annual meeting of stockholders absent a valid reason. Five of seven directors who were then serving were present at the 2024 Annual Meeting of Stockholders, including all of the continuing directors (the “2024 Annual Meeting”).
6
Charters; Code of Conduct and Ethics; Corporate Governance Guidelines
The Board maintains charters for its committees, including the Audit Committee, Compensation Committee, and the Nominating and Corporate Governance Committee. In addition, the Board has adopted a written Code of Conduct and Ethics for all employees, officers and directors. The Board maintains Corporate Governance Guidelines as a framework to promote the functioning of the Board and its committees and to set forth a common set of expectations as to how the Board should perform its functions. Current standing committee charters, the Code of Conduct and Ethics and the Corporate Governance Guidelines are available on the Company’s website at www.farmerbros.com. Information contained on the website is neither incorporated by reference herein, nor considered a part of, this Proxy Statement.
Board Committees
The Board of Directors has three standing committees: the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee. Summary information about each of these committees is set forth below.
Additionally, from time to time, the Board has established ad hoc or other committees, on an interim basis, to assist the Board with its consideration of specific matters, and it expects to continue to do so as it may determine to be prudent and advisable in the future. In December 2021, the Board established an ad hoc Technology Committee for the purpose of assisting with the review of the technological and cybersecurity needs of the Company. Further, in February 2023, the Board established the Strategy and Capital Allocation Committee to review, evaluate and make recommendations to the Board regarding strategic and financial initiatives and opportunities available to the Company, with the goal of strengthening the Company’s financial position and maximizing value provided to shareholders. Both of these committees were dissolved following the 2024 Annual Meeting.
Audit Committee
The Audit Committee is a standing committee of the Board established in accordance with Section 3(a)(58)(A) of the Exchange Act. The Audit Committee’s principal purposes are to oversee, on behalf of the Board, the accounting and financial reporting processes of the Company and the audit of the Company’s financial statements. As described in its charter, which is available on the Company’s website under Corporate Governance—Committee Charters, the Audit Committee’s responsibilities include assisting the Board in overseeing: (i) the integrity of the Company’s financial statements; (ii) the independent auditor’s qualifications and independence; (iii) the performance of the Company’s independent auditor and internal audit function; (iv) the Company’s compliance with legal and regulatory requirements relating to accounting and financial reporting matters; (v) the Company’s system of disclosure controls and procedures, internal control over financial reporting that management has established, and compliance with ethical standards adopted by the Company; and (vi) the Company’s framework and guidelines with respect to risk assessment and risk management. The Audit Committee is directly and solely responsible for the appointment, dismissal, compensation, retention and oversight of the work of any independent auditor engaged by the Company for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company. The independent auditor reports directly to the Audit Committee.
During fiscal 2024, the Audit Committee held four regular meetings and no special meeting. Stacy Loretz-Congdon currently serves as Chair, and Bradley L. Radoff and Waheed Zaman currently serve as members of the Audit Committee. All directors who currently serve on the Audit Committee meet the Nasdaq composition requirements, including the requirements regarding financial literacy and financial sophistication, and the Board has determined that all members of the Audit Committee are independent under Rule 5605 of the Nasdaq Stock Market, Inc. Marketplace Rules (“Nasdaq Listing Rules”), and the rules of the SEC regarding audit committee membership. The Board has determined that Ms. Loretz-Congdon and Mr. Radoff are “audit committee financial experts” as defined in Item 407(d) of Regulation S-K under the Exchange Act.
7
Compensation Committee
The Compensation Committee is a standing committee of the Board. As described in its charter, available on the Company’s website under Investors—Corporate Governance, the Compensation Committee’s principal purposes are to discharge the Board’s responsibilities related to compensation of the Company’s executive officers and administer the Company’s incentive and equity compensation plans. The Compensation Committee’s objectives and philosophy with respect to the fiscal 2024 executive compensation program, and the actions taken by the Compensation Committee in fiscal 2024 with respect to the compensation of our Named Executive Officers, are described below under the heading “Compensation Discussion and Analysis.”
The Compensation Committee also is responsible for evaluating and making recommendations to the Board regarding director compensation. In addition, the Compensation Committee is responsible for conducting an annual risk evaluation of the Company’s compensation practices, policies and programs.
During fiscal 2024, the Compensation Committee held five regular meetings and one special meeting. David A. Pace currently serves as Chair, and Terence O’Brien and Waheed Zaman currently serve as members of the Compensation Committee. The Board has determined that all current Compensation Committee members are independent under the Nasdaq Listing Rules.
Compensation Committee Interlocks and Insider Participation
Messrs. Pace, O’Brien and Zaman were members of the Compensation Committee during fiscal 2024. None of the members of the Compensation Committee is or has been an executive officer of the Company, nor did any of them have any relationships requiring disclosure by the Company under Item 404 of Regulation S-K. During fiscal 2024, none of the Company’s executive officers served as a director or a member of a compensation committee (or other committee serving an equivalent function) of any other entity that has one or more of its executive officers serving as a director of the Company or a member of the Compensation Committee.
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee is a standing committee of the Board. As described in its charter, available on the Company’s website under Investors—Corporate Governance, the Nominating and Corporate Governance Committee’s principal purposes are (i) monitoring the Company’s corporate governance structure; (ii) assisting the Board in fulfilling its oversight responsibilities with respect to the management of risks associated with corporate governance; (iii) ensuring that the Board is appropriately constituted in order to meet its fiduciary obligations, including by identifying individuals qualified to become Board members and members of Board committees, recommending to the Board director nominees for the next annual meeting of stockholders or for appointment to vacancies on the Board, and recommending to the Board membership on Board committees (including committee chairs); (iv) leading the Board in its annual review of the Board’s performance; (v) conducting the annual performance review of the Chief Executive Officer and communicating the results to the Board; and (vi) overseeing succession planning for senior management.
During fiscal 2024, the Nominating and Corporate Governance Committee held four regular meetings and one special meeting. Mr. Radoff currently serves as Chair, and David A. Pace and Stacy Loretz-Congdon currently serve as members of the Nominating and Corporate Governance Committee. The Board has determined that all current Nominating and Corporate Governance Committee members are independent under the Nasdaq Listing Rules.
Other Committees
In December 2021, the Board established the Technology Committee for the purpose of assisting with the review of the technological and cybersecurity needs of the Company. The Technology Committee met two times in fiscal 2024 and was dissolved following the 2024 Annual Meeting. The full Board absorbed the Technology Committee’s responsibilities but appointed Waheed Zaman, the former Chair of the Technology Committee, as the Board’s Technology Liaison to ensure that the Board remained well informed of the Company’s cybersecurity risks, among other items.
In February 2023, the Board established the Strategy and Capital Allocation Committee to review, evaluate and make recommendations to the Board regarding strategic and financial initiatives and opportunities available to the Company, with the goal of strengthening the Company’s financial position and maximizing value provided to shareholders. The Strategy and Capital Allocation Committee met zero times in fiscal 2024 and was dissolved following the 2024 Annual Meeting.
8
Board Diversity
The below Board Diversity Matrix reports self-identified diversity statistics for the Board of Directors.
| Board Diversity Matrix | ||||||||
| As of October 1, 2023 | As of September 1, 2024 | |||||||
| Total Number of Directors | 7 | 6 | ||||||
| Part I: Gender Identity | Female | Male | Non- Binary |
Did
Not Disclose Gender |
Female | Male | Non- Binary |
Did
Not Disclose Gender |
| Directors | 2 | 5 | 0 | 0 | 1 | 5 | 0 | 0 |
| Part II: Demographic Background | ||||||||
| African American or Black | 0 | 1 | 0 | 0 | 0 | 0 | 0 | 0 |
| Alaskan Native or Native American | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Asian or South Asian | 0 | 1 | 0 | 0 | 0 | 1 | 0 | 0 |
| Hispanic or Latinx | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Native Hawaiian or Pacific Islander | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| White | 2 | 3 | 0 | 0 | 1 | 4 | 0 | 0 |
| Two or More Races or Ethnicities | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| LGBTQ+ | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Military Veterans | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Directors with disabilities | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Did Not Disclose Demographic Background | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Board Leadership Structure
Under our Amended and Restated By-Laws (“By-Laws”), the Board, in its discretion, may choose a Chairman of the Board. If there is a Chairman of the Board, such person may exercise such powers as provided in the By-Laws or assigned by the Board. Alfred Poe was appointed as Chairman of the Board in June 2023, and served as Chairman of the Board until October 11, 2023, at which time Mr. Pace assumed the role on an interim basis. Mr. Pace’s appointment as Chairman became effective on a permanent basis on March 4, 2024, and he continues to serve as the Chairman of the Board as of the date of the annual report.
Notwithstanding the current separation of Chairman of the Board and Chief Executive Officer, our Chairman of the Board is generally responsible for soliciting and collecting agenda items from other members of the Board and the Chief Executive Officer, and the Chief Executive Officer is generally responsible for leading discussions during Board meetings. This structure allows for effective and efficient Board meetings and information flow on important matters affecting the Company. As required under the Nasdaq Listing Rules, a majority of the members of a listed company’s board of directors must qualify as “independent,” as affirmatively determined by the board of directors. The Board has determined that, other than Mr. Moore, all members of the Board are independent and each of the Audit, Compensation, and Nominating and Corporate Governance Committees of the Board are composed solely of independent directors. Due to the separation of the roles of Chairman of the Board and Chief Executive Officer, the Board believes that non-employee director and executive sessions of the Board, which are attended solely by non-employee directors or independent directors, as applicable, result in an open and free flow of discussion of any and all matters that any director may believe relevant to the Company and/or its management.
Although the roles of Chairman and Chief Executive Officer are currently filled by different individuals, no single leadership model is right for all companies at all times, and the Company has no bylaw or policy in place that mandates this leadership structure. The Nominating and Corporate Governance Committee will evaluate and recommend to the Board any changes in the Board’s leadership structure.
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Board’s Role in Risk Oversight
The Board recognizes that although management is responsible for identifying risk and risk controls related to business activities and developing programs and recommendations to determine the sufficiency of risk identification and the appropriate manner in which to control risk, the Board plays a critical role in the oversight of risk. The Board implements its risk oversight responsibilities by having management provide periodic briefing and informational sessions on the significant risks that the Company faces and how the Company is seeking to control risk if and when appropriate. In some cases, a Board committee is responsible for oversight of specific risk topics. For example, the Audit Committee has oversight responsibility of risks associated with financial accounting and audits, internal control over financial reporting, and the Company’s major financial risk exposures, including commodity risk and risks relating to hedging programs. Regarding cybersecurity, the Board appointed Mr. Zaman as the Board’s Technology liaison as described above. The Compensation Committee has oversight responsibility of risks relating to the Company’s compensation policies and practices. At each regular meeting, or more frequently as needed, the Board considers reports from the Audit Committee and Compensation Committee which provide detail on risk management issues and management’s response. The Board, as a whole, examines specific business risks in its periodic reviews of the individual business units, and also of the Company as a whole as part of its regular reviews, including as part of the strategic planning process, annual budget review and approval, and data and cyber security review. Beyond formal meetings, the Board and its committees have regular access to senior executives, including the Company’s Chief Executive Officer and Chief Financial Officer. The Company believes that its leadership structure promotes effective Board oversight of risk management because the Board directly, and through its various committees, is regularly provided by management with the information necessary to appropriately monitor, evaluate and assess the Company’s overall risk management, and all directors are involved in the risk oversight function.
Compensation-Related Risk
As part of its risk oversight role, our Compensation Committee annually considers whether our compensation policies and practices for all employees, including our executive officers, create risks that are reasonably likely to have a material adverse effect on our Company. In fiscal 2024, the Compensation Committee noted several design features of our compensation programs that reduce the likelihood of excessive risk-taking, including, but not limited to, the following:
| · | A good balance of fixed and at-risk compensation, as well as an appropriate balance of cash and equity-based compensation. |
| · | Management incentive programs are based on multiple metrics. |
| · | The Compensation Committee is directly involved in setting short- and long-term incentive performance targets and payout intervals, assessing performance against targets, and reviewing/approving the performance goals for the CEO and other executives. |
| · | The Compensation Committee revises the short- and long-term incentive programs annually based on feedback received from shareholders in connection with the Company’s stockholder engagement campaigns, so as to ensure the Company’s compensation practices align with shareholder expectations. |
| · | Executive annual short-term incentive awards are generally capped at 200% of the target opportunity and the performance-based restricted stock units in the long-term incentive plan are capped at 225% of target opportunity. |
| · | Long-term equity awards are generally made on an annual basis which creates overlapping vesting periods and ensures that management remains exposed to the risks of their decision-making through their unvested equity-based awards for the period during which the business risks are likely to materialize. |
| · | Long-term compensation for senior executives is comprised of restricted stock units that vest ratably over three years and performance-based restricted stock units that are earned based on three-year performance goals. Company shares are inherently subject to the risks of the business, and the combination of options and performance-based restricted stock units ensure that management participates in these risks. |
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| · | The number of performance-based restricted stock units ultimately earned by the Company’s executives and employees are determined at the end of a three-year performance period based on return on invested capital and total shareholder return (“TSR”) metrics that are tracked during the performance period. |
| · | The Company has significant share ownership requirements for executives and non-employee directors. Executive officers are required to hold share-based compensation awards until meeting their ownership requirements. Company shares held by management are inherently subject to the risks of the business. |
| · | Executive compensation is benchmarked annually relative to pay levels and practices at peer companies. |
| · | The Company has a clawback policy in place that provides for the mandatory recovery of both cash- and equity-based compensation paid on the basis of the achievement of financial performance measures in the event of an accounting restatement. |
| · | The Company prohibits employees and directors from hedging or pledging its securities. |
| · | The Compensation Committee is composed solely of independent directors and retains an independent compensation consultant to provide a balanced perspective on compensation programs and practices. The Compensation Committee approves all pay decisions for executive officers. |
Stockholder Engagement
The Company has a history of actively engaging with our stockholders. We believe that strong corporate governance should include regular engagement with our stockholders. We have a long-standing, robust stockholder outreach program through which we solicit feedback on our corporate governance, executive compensation program, disclosure practices, and environmental and social impact programs and goals. Investor feedback is shared with our Board as received.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our directors, certain of our officers, and persons who beneficially own more than 10% of the Company’s common stock, par value $1.00 per share (“Common Stock”), to file insider trading reports (Forms 3, 4 and 5) with the SEC relating to the number of shares of Common Stock that they own and any changes in their beneficial ownership. To our knowledge, based solely on our records and certain written representations received from our executive officers and directors, during the fiscal year ended June 30, 2024, all persons related to the Company that are required to file these insider trading reports have filed them in a timely manner, except for a Form 4 filed on October 19, 2023 for Deverl Maserang II, which was previously disclosed in the Company’s Form 10-K/A for fiscal 2023 filed with the SEC on October 27, 2023. Copies of the insider trading reports can be found on the Company’s website at www.farmerbros.com.
Insider Trading Policy (Including Anti-Hedging and Anti-Pledging Policies)
Our insider trading policy prohibits all employees, officers, directors, consultants and other associates of the Company and certain of their family members from, among other things, purchasing or selling any type of security, whether the issuer of that security is the Company or any other company, while aware of material, non-public information relating to the issuer of the security or from providing such material, non-public information to any person who may trade while aware of such information. The insider trading policy also prohibits employees from engaging in short sales with respect to our securities, purchasing or pledging Company stock on margin and entering into derivative or similar transactions (i.e., puts, calls, options, forward contracts, collars, swaps or exchange agreements) with respect to our securities. We also have procedures that require trades by certain insiders, including our directors and executive officers, to be pre-cleared by appropriate Company personnel. Additionally, such insiders are generally prohibited from conducting transactions involving the purchase or sale of the Company’s securities from 12:01 a.m. New York City time on the fourteenth calendar day before the end of each of the Company’s four fiscal quarters (including fiscal year end) through 11:59 p.m. New York City time on the business day following the date of the public release containing the Company’s quarterly (including annual) results of operations.
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| ITEM 11. | Executive Compensation |
We are a “smaller reporting company” under Item 10 of Regulation S-K promulgated under the Exchange Act, and the following compensation disclosure is intended to comply with the requirements applicable to smaller reporting companies. Although the rules allow us to provide less detail about our executive compensation program, the Compensation Committee is committed to providing the information necessary to help stockholders understand its executive compensation-related decisions. Accordingly, this section includes supplemental narratives that describe the Company’s compensation program for our Named Executive Officers (defined below).
Compensation Discussion and Analysis
This Compensation Discussion and Analysis describes our executive compensation philosophy, objectives, and programs, the decisions made under those programs and factors considered by our Compensation Committee in fiscal 2024 with respect to the compensation of (i) any person who served as the Company’s principal executive officer during any part of fiscal 2024; (ii) the two most highly compensated executive officers other than the Company’s principal executive officer who were serving as executive officers at the end of fiscal 2024; and (iii) up to two additional executive officers for whom disclosure would have been provided but for the fact that such person was not serving as an executive officer at the end of fiscal 2024 (collectively, the “Named Executive Officers”).
Fiscal 2024 Named Executive Officers
| Name | Title (as of June 30, 2024) | |
| John E. Moore III | President and Chief Executive Officer | |
| Tom Bauer | Vice President, Chief Commercial Officer | |
| Jared G. Vitemb | Vice President, General Counsel, Chief Compliance Officer and Secretary | |
| D. Deverl Maserang II | Former President and Chief Executive Officer |
Recent Changes in Management
The Company experienced turnover of certain senior management positions during the 2024 fiscal year. Effective September 30, 2023, the Company terminated the employment of D. Deverl Maserang II, its former President and Chief Executive Officer and Scott R. Drake, its former Chief Financial Officer. The Company also terminated the employment of Amber D. Jefferson, its former Chief Human Resources Officer, effective December 1, 2023. These changes were made as part of the Company’s transition to a smaller, DSD-focused business following the disposition of its direct ship business and Northlake, Texas facility. Mr. Maserang’s duties were assumed by Mr. Moore upon his promotion to interim CEO on October 1, 2023. Mr. Drake’s duties were assigned to Brad Bollner upon his promotion to interim CFO on October 1, 2023. Prior to their appointments, Messrs. Moore and Bollner were serving with the Company as Vice President, Head of Coffee and Vice President of Finance, respectively. Ms. Jefferson’s duties were assumed by Mr. Vitemb on December 1, 2023. Vance Fisher assumed Mr. Bollner’s duties upon Mr. Fisher’s appointment as the Company’s permanent CFO on June 10, 2024.
Executive Summary
Our executive compensation programs are designed to:
| · | attract, retain, and motivate talented executives with competitive pay and incentives; |
| · | reward positive results by aligning the economic interests of our executive officers with those of our stockholders; |
| · | motivate executive officers to achieve our short-term and long-term goals by providing “at risk” compensation, the value of which is ultimately based on our future performance, without creating undue risk-taking behavior nor unduly emphasizing short-term performance over long-term value creation; and |
| · | maintain total compensation and relative amounts of base salary, annual, and long-term incentive compensation competitive with those amounts paid by peer companies to remain competitive in the market for talent. |
We believe that this design appropriately focuses our executive officers on the creation of long-term value without creating undue risk-taking behavior.
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Compensation Policies and Practices—Good Governance
Consistent with our commitment to strong corporate governance, in fiscal 2024, our Board followed the compensation policies and practices described below to drive performance and serve our stockholders’ long-term interests:
What We Do
| · | Our Compensation Committee is composed solely of independent directors, and regularly meets in executive session without members of management present. |
| · | Our Compensation Committee retains an independent compensation consultant to provide it with advice on matters related to executive compensation. |
| · | Our Compensation Committee regularly reviews and assesses the potential risks of our compensation policies and practices. |
| · | The structure of our executive compensation program includes a mix of cash and equity-based compensation, with an emphasis on performance-based compensation. |
| · | The competitiveness of our executive compensation program is assessed by comparison to the compensation programs of peer group companies that are similar to us in terms of industry, annual revenue, and/or other business characteristics. |
| · | Our clawback policy, which was amended and restated in fiscal 2024 for purposes of compliance with Section 10D of the Exchange Act and the Nasdaq listing standards, provides for the mandatory recovery of both cash- and equity-based compensation paid on the basis of the achievement of financial performance measures in the event of an accounting restatement. |
| · | We maintain meaningful stock ownership guidelines for directors and executive officers that promote a long-term stockholder perspective. |
What We Do Not Do
| · | We do not provide for excise tax gross-ups in connection with severance or other payments or benefits arising in connection with a change in control. | |
| · | We do not provide for “single trigger” change in control payments or benefits. | |
| · | We do not provide guaranteed base salary increases or guaranteed bonuses. | |
| · | We do not provide supplemental pension benefits to our Named Executive Officers. | |
| · | We do not provide excessive perquisites. | |
| · | We do not permit (absent stockholder approval in the case of repricing/exchanging), and have not engaged in, the practice of backdating or re-pricing/exchanging stock options. | |
| · | We do not allow directors or executive officers to hedge or short sell Company stock. | |
| · | We do not allow directors or executive officers to pledge shares as collateral for a loan or in a margin account. | |
Results of Recent Advisory Votes, Stockholder Outreach and Changes for 2024
Every year, the Company provides stockholders with the opportunity for an annual vote to approve its executive compensation program on an advisory basis.
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As described in last year’s proxy statement, the Compensation Committee made several material changes to our executive compensation program that took effect during fiscal 2023 and even more significant changes to our executive compensation program for fiscal year 2024 based largely on the metrics and design that our stockholders told us they prefer to see. We intend to continue to seek and respond to stockholder concerns regarding our executive compensation in future years. Our new LTI program for fiscal year 2024 for NEOs consists of the following design features:
| · | A new peer group that includes smaller companies to orient the Compensation Committee towards a total group that more closely reflects the size of the Company following the disposition of our direct ship business. |
| · | A mix of 50% time-based Restricted Stock Units (“RSUs”) and 50% Performance-based Restricted Stock Units (“PBRSUs”). |
| · | The PBRSUs granted in fiscal 2024 measure return on invested capital (“ROIC”) based on the achievement of certain thresholds over a three-year period. The ROIC component of the PBRSUs accounts for 75% of the total award, and the TSR modifier accounts for the remaining 25%. |
| · | The ROIC thresholds over the fiscal 2024 to fiscal 2026 performance period are as follows: (1) an annualized average ROIC of 4.3% for a minimum threshold and a 50% payout; (2) an annualized average ROIC of 6.1% for a target threshold and a 100% payout; and (3) an annualized average ROIC of 7.9% for a maximum threshold and a 200% payout. |
| · | The move to ROIC as the principal measure in our LTI program for fiscal 2024 awards differentiates from the Adjusted EBITDA metric that we use in our STI program. |
| · | The switch to a cumulative 3-year performance metric based on ROIC was based on feedback from our stockholder outreach program, as shareholders expressed a view the PBRSU metric should differ from the STI metric and that ROIC is important for the Company to focus on. |
| · | A TSR modifier that can modify amounts earned by adjusted ROIC performance by a factor of 0.80x to 1.5x. ROIC will be measured over three years and generate a payout factor at the end of the three years based on the ROIC achievement over that time period. This payout factor will then be subject to modification based on the Company’s absolute cumulative three-year as follows: |
| Absolute 3-year Cumulative TSR | Modification Factor | |
| ≤ 25.0% | 0.8x | |
| -25.0% to +24.9% | 1.0x | |
| +25.0% to +49.9% | 1.20x | |
| +50.0% to +99.9% | 1.33x | |
| ≥ 100% | 1.50x |
The purpose of the absolute TSR modifier above is to incentivize achievement of improved shareholder returns over a three-year period.
Oversight of the Executive Compensation Program
Compensation Committee
Under its charter, the Compensation Committee has the duty, among other things, to assess the overall executive compensation structure of the Company, including the compensation for our President and Chief Executive Officer and each of our other Named Executive Officers. In exercising this authority, the Compensation Committee determines the forms and amount of executive compensation appropriate to achieve the Compensation Committee’s strategic objectives, including base salary, bonus, incentive or performance-based compensation, equity awards and other benefits.
Compensation Consultant
The Compensation Committee has the authority to retain the services of outside consultants to assist it in performing its responsibilities. In fiscal 2024, the Compensation Committee engaged Meridian Compensation Partners, LLC, an independent compensation consultant (“Meridian”) to provide advisory and consulting services relating to the Company’s executive officer and director compensation programs, consultation regarding short-term and long-term incentive plan design, consultation regarding CEO pay ratio disclosure, and consultation regarding corporate governance practices and general Compensation Committee matters and processes. In fiscal 2024, the Compensation Committee also engaged Meridian to help determine the compensation of our President and Chief Executive Officer, as well as our other Named Executive Officers.
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Meridian provided no other services to the Company or its affiliates during fiscal 2024 other than as described above. The Compensation Committee has determined that Meridian is “independent” according to the criteria required by the SEC in Rule 10C-1 of the Exchange Act.
Management’s Role in Establishing Compensation
The compensation of the Named Executive Officers is determined by the Compensation Committee, taking into account the input and recommendations of our President and Chief Executive Officer regarding compensation for those executive officers, and taking into account the input of the Nominating and Corporate Governance Committee and Chairman regarding performance of our President and Chief Executive Officer. The Compensation Committee has sole authority for all final compensation determinations regarding our President and Chief Executive Officer. In fiscal 2024, our President and Chief Executive Officer, Sr. Director of Total Rewards and General Counsel routinely attended the meetings of the Compensation Committee to provide input, as requested by the Compensation Committee and, in the case of the General Counsel, to act as secretary for the meeting; however, no executive officer has any role in approving his or her own compensation, and neither our President and Chief Executive Officer nor any other Named Executive Officer is present during the portion of the meeting at which the Compensation Committee considers their compensation. The Compensation Committee regularly meets in executive session, without members of the management team present, when discussing and approving executive compensation.
Benchmarking and Peer Group Companies
The Compensation Committee compares the pay levels and programs for the Company’s executive officers to compensation information from a relevant peer group as well as information from published survey sources. The Compensation Committee uses this comparative data as a reference point in its review and determination of executive compensation but also considers competitive compensation practices and other relevant factors based on the members’ collective experience in setting pay. Accordingly, the Compensation Committee does not generally establish compensation at specific benchmark percentiles.
When setting compensation, the Compensation Committee considers other factors in addition to market data, including:
| · | individual performance; |
| · | impact on long-term stockholder value creation; |
| · | impact on development and execution of Company strategy; |
| · | experience and tenure in role; |
| · | retention; |
| · | trends and competitive factors impacting the labor market; |
| · | internal alignment; |
| · | the impact of macroeconomic conditions, inflationary pressures on the business and management’s actions to respond to the uncertain market in fiscal 2024; and |
| · | scope of responsibility. |
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The Compensation Committee, with the assistance of Meridian, developed and approved the following peer group for purposes of benchmarking the compensation levels of our Named Executive Officers relative to our peers and informing fiscal 2024 pay levels for our Named Executive Officers:
| Beyond Meat, Inc. | Bridgford Foods Corporation | |
| BRC, Inc. | Freshpet, Inc. | |
| MGP Ingredients, Inc. | SunOpta, Inc. | |
| The Duckhorn Portfolio, Inc. | The Vita Cocoa Company, Inc. | |
| Village Farms International, Inc. | Vintage Wine Estates, Inc. | |
| Vital Farms, Inc. | Whole Earth Brands, Inc. |
The Compensation Committee evaluates our peer group annually and makes adjustments to this peer group when appropriate to reflect changes in relative size or operations of the Company or its peers, or to address changes resulting from mergers, acquisitions or other structural changes. As such, during fiscal 2024, the Compensation Committee made additional changes to the peer group set to remove larger companies and add smaller companies so that the group on the whole is closer in revenue size to Farmer Bros. Specifically, the Compensation Committee removed J&J Snack Foods Corp., Utz Brands, Inc., Hostess Brands, Inc., The Simply Good Foods Company, Calavo Growers, Inc., New Age, Inc. and John B. Sanfilippo & Son, Inc., as each of these had reported revenues greater than $1 billion at the time of the Compensation Committee’s review. The Compensation Committee then added The Vita Coco Company, Inc., BRC Inc., Vintage Wine Estates, Inc. and Village Farms International, Inc., as each had reported revenues closer to Farmer Bros. revenues at the time of the Committee’s review. These companies were used for benchmarking officer compensation for fiscal 2024 to inform fiscal 2024 pay decisions.
Fiscal 2024 Named Executive Officer Compensation Mix
In fiscal 2024, the Compensation Committee’s compensation decisions with respect to our Named Executive Officers, including the revisions to the LTI program for fiscal 2024, reflected strong alignment between pay and performance. We believe that our compensation programs were therefore also strongly aligned with the long-term interests of our stockholders.
The following charts illustrate, with respect to our President and Chief Executive Officer and our other Named Executive Officers as a group, the base salary, target short-term cash incentive compensation, and target long-term equity incentive compensation as a percentage of target total direct compensation for fiscal 2024. As shown below, a significant portion of Named Executive Officer target direct compensation is “at risk” variable compensation rather than fixed compensation, reflecting our philosophy of aligning Named Executive Officer compensation with performance generally and stockholder value creation specifically.
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Key Elements of Fiscal 2024 Executive Compensation Program
Below are the key elements of the Company’s fiscal 2024 executive compensation program applicable to our Named Executive Officers.
| What We Pay | Why and How We Pay It | |
| Base Salary | · Base salary comprises fixed cash compensation that is designed to provide a reasonable level of Company-wide and individual performance. · Base salaries are reviewed annually and adjusted when appropriate (increases are neither fixed nor guaranteed). · Competitive base salaries are a key component of attracting and retaining executive talent. | |
| Short-Term Cash Incentives | · Annual cash incentives constitute variable “at risk” compensation, payable in cash based on Company-wide and individual performance. These awards are designed to reward achievement of annual financial objectives as well as near term strategic objectives that create momentum that is expected to foster the long-term success of the Company’s business. · Company-wide metrics and targets are derived from, and intended to promote, our near-term business strategy. · Individual targets are consistent with our focus on both quantitative and qualitative priorities and thereby reward both attainment of objective metrics and individual contributions. | |
| Long-Term Incentives | · RSUs, as well as PBRSUs subject to both performance- and time-based vesting conditions, are designed to create direct alignment with stockholder objectives, provide a focus on long-term value creation, retain critical talent over extended timeframes and enable key employees to share in value creation. · Performance-based award metrics and targets align with long-term business strategy as well as stock price appreciation creating shareholder value. | |
| Severance Benefits | · Severance benefits provide income and health insurance protection to our Named Executive Officers in connection with certain involuntary terminations of employment. These severance benefits are designed to enable the Named Executive Officers to focus on the best interests of the Company and its stockholders, including in circumstances that may jeopardize the individual’s job security. · Enhanced severance benefits are available if the termination of employment occurs in connection with a change in control to ensure continued focus on the best alternatives for the Company and its stockholders, free from distractions caused by personal uncertainties associated with the heightened risk to job security that arises for senior executives in the transactional context. · Severance benefits are also key to attracting and retaining key talent. | |
| Retirement and Welfare Benefits | · A standard complement of retirement, health, welfare and insurance benefits, offered to our Named Executive Officers on terms generally similar to those available to other employees, provides important protections and stability for our Named Executive Officers and their families that help enable our Named Executive Officers to remain focused on their work responsibilities. · These are generally low-cost benefits with a higher perceived value that are intended to help keep our overall compensation package competitive. | |
| Perquisites | · We provide limited perquisites as well as relocation assistance, each intended to facilitate the operation of the Company’s business and to assist the Company in recruiting and retaining key executives. · These are also low-cost benefits with a higher perceived value that are intended to help keep our overall compensation package competitive. |
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Base Salary
Consistent with the established executive compensation philosophy and objectives described above, and utilizing the peer comparisons provided by Meridian, the Compensation Committee approved fiscal 2024 annual base salaries for the Named Executive Officers as shown in the table below.
| Named Executive Officers | Fiscal 2024 Annual Base Salary(1) |
Fiscal 2023 Annual Base Salary(1) |
Annual Base Salary Percentage Change |
|||||||||
| John E. Moore III (2) | $ | 450,000 | $ | 275,000 | 65 | % | ||||||
| Tom Bauer | $ | 325,000 | $ | 275,000 | 18 | % | ||||||
| Jared G. Vitemb | $ | 315,000 | $ | 315,000 | 0 | % | ||||||
| D. Deverl Maserang II (3) | $ | 714,000 | $ | 714,000 | 0 | % | ||||||
| (1) | Annual base salary as of the end of the applicable fiscal year. |
| (2) | Mr. Moore joined the Company as Vice President, Head of Coffee, effective June 5, 2023, was appointed interim Chief Executive Officer, effective October 1, 2023, and was subsequently appointed as the Company’s permanent President and Chief Executive Officer, effective January 31, 2024. |
| (3) | Mr. Maserang’s employment with the Company was terminated, effective September 30, 2023. |
Short-Term Cash Incentives for Fiscal 2024
Fiscal 2024 awards were designed to place a significant portion of each Named Executive Officer’s annual cash compensation “at risk” and were designed to align the near-term focus of our Named Executive Officers with our business goals for the relevant period.
For the fiscal 2024 Short-Term Cash Incentive Program, the Compensation Committee used adjusted EBITDA as the relevant performance metric and set a minimum threshold for achievement (described below) which, if achieved, the Compensation Committee believed would reflect a meaningful level of Company profitability and would be aligned with our strategic plan to deliver long-term value to our stockholders. Generating EBITDA is critically important during this time in the Company’s history which is why adjusted EBITDA was the primary performance metric for the fiscal 2024 annual cash incentive program.
For this purpose, “adjusted EBITDA” was defined loss from continuing operations excluding the impact of: (i) income tax expense (benefit); (ii) interest expense; (iii) depreciation and amortization expense; (iv) 401(k) and share-based compensation expense; (v) net gains from sales of assets; (vi) severance costs; (vii) loss related to sale of business; and (viii) gain on settlement with Boyd’s sellers (for more information, see Note 21. Preferred Stock, of the Notes to Consolidated Financial Statements included in the Original Filing).
In fiscal 2024, our Named Executive Officers received no short-term incentive awards as the Company did not achieve its threshold adjusted EBTIDA performance goal.
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The following table shows such achievement compared to the Company-wide performance threshold for fiscal 2024.
| Metric | Threshold Goal | Target | Maximum | Actual Achievement | Actual Achievement Compared to Target Performance | Payout for Fiscal 2024 Company-wide Performance | ||||||||||||||||||
| 60% | 100% | 200% | ||||||||||||||||||||||
| Adjusted EBITDA | $ | 8,700,000 | $ | 14,500,000 | $ | 16,500,000 | $ | 558,000 | 0 | % | 0 | % | ||||||||||||
The following table shows such target achievement compared to actual earned short-term cash incentive for fiscal 2024.
| Named Executive Officers | Short-Term
Cash Incentive Target (% of Base Salary) | Short-Term
Cash Incentive Target ($ amount) | Short-Term
Cash Incentive Earned | |||||||||
| John E. Moore III | 100 | % | $ | 450,000 | $ | 0 | ||||||
| Tom Bauer | 60 | % | $ | 195,000 | $ | 0 | ||||||
| Jared G. Vitemb | 60 | % | $ | 189,000 | $ | 0 | ||||||
| D. Deverl Maserang II | 100 | % | $ | 714,000 | $ | 0 |
Long-Term Incentive Compensation
Awards
The fiscal 2024 long-term incentives were designed to be competitive with market and directly align our incentives with our long-term business priorities and compensation outcomes to Company performance and shareholder interests. The Compensation Committee believes that the fiscal 2024 long-term incentive program facilitates strong pay for performance alignment in that the RSUs only appreciate in value to the extent that the stock price appreciates, and the PBRSUs only vest to the extent that the performance goals are achieved, placing the emphasis on stock price and stockholder alignment on internal Company performance and business strategy. The Compensation Committee also believes that long-term incentives serve as a retention tool for key executives, which is particularly important in this competitive market for talent.
Our practice historically has been to grant annual normal-cycle long-term incentive awards generally in the second quarter of the fiscal year, with interim grants for new hires and promotions after the annual grant date being made on the first day of the calendar month following the hire or promotion, as applicable.
Fiscal 2024 Awards
Restricted Stock Units
In fiscal 2024, except for the inducement grants described below under the caption “John E. Moore III Promotional Grants,” all of the RSUs granted to each of our Named Executive Officers were made under the Amended and Restated 2017 Long-Term Incentive Plan (the “2017 Plan”) and vest ratably over three years, with one-third of the total number of shares subject to each such RSUs vesting on each of the first three anniversaries of the grant date, contingent on continued employment.
Performance-Based Restricted Stock Units
In fiscal 2024, the PBRSUs granted to our Named Executive Officers under the 2017 Plan cliff vest at the end of the three-year performance period based upon achievement of ROIC (as defined above for purposes of fiscal 2023 cash incentive) performance goals for the performance period July 1, 2024 through June 30, 2026.
For fiscal 2024, performance against ROIC targets for each year will determine a payout factor for that year which can range from 0% to 200% of target. At the end of the 3-year performance period, the average payout factor for each of the three one-year ROIC measurement periods will be calculated. This three-year average payout factor for ROIC performance is then subject to modification based on Farmer Bros. three-year TSR, which is applied to the preliminary payout factor determined by the ROIC target to determine a final payout factor between 0% and 225% of target for the full 3-year measurement period for PBRSUs. No PBRSUs can be earned or paid prior to the conclusion of the full three-year measurement period when the final full three-year achievement is determined.
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Our performance goals for ROIC are based on business forecasts and relevant expectations reflecting our strategic plans and aspirations to grow our business. The Compensation Committee has historically established aggressive, yet achievable performance goals intended to motivate the Company’s executive officers to achieve internal goals and results that will benefit the Company’s stockholders, while maintaining strong alignment between pay and performance. Actual achievement of the three-year performance goals for the PBRSU awards granted in fiscal 2024 will be reflected in our proxy statement that reports the payouts at the end of the three-year performance period.
John E. Moore III Promotional Grants
In connection with his hiring on June 5, 2023, Mr. Moore received an inducement grant material to his entering into employment with the Company (the “Inducement Award”), which was made under the Farmer Bros. Co. 2020 Inducement Incentive Plan (the “Inducement Award Plan”). Mr. Moore’s inducement grant consisted of 24,916 RSUs, which vest ratably over three years, with one-third of the total number of shares subject to each such RSUs vesting on each of the first three anniversaries of the grant date, contingent on his continued employment.
In connection with his appointment as Interim CEO on October 1, 2023, Mr. Moore received a grant of 37,735 RSUs under the 2017 Plan to compensate Mr. Moore for the additional duties that he would be undertaking as Interim CEO.
Following his permanent appointment as President and CEO on January 31, 2024, Mr. Moore received the following awards, each of which was granted under the 2017 Plan: (i) a top-up grant of 91,961 RSUs; and (ii) a top-up grant of 91,961 PBRSUs, which are subject to the same performance goals described above under the caption “Performance-Based Restricted Stock Units.”
In addition, Mr. Moore received 122,615 PRBSUs in connection with his permanent appointment as President and CEO. The performance goal applicable to these PBRSUs shall be met, upon the earliest to occur of the following: (a) the first date following February 12, 2024 on which the volume-weighted average price per share of the Company’s Common Stock (as reported on the NASDAQ Global Select Market or such other stock exchange or national market that constitutes the principal trading market for the Common Stock) over the immediately preceding ninety (90) consecutive trading days was greater than or equal to six dollars ($6.00) per share (the “VWAP Target”), or (b) the occurrence of a Change in Control pursuant to which the Company’s Common Stock is valued at six dollars ($6.00) per share or more (the “Change in Control Target”). These PBRSUs shall expire if neither the VWAP Target nor the Change in Control Target has been met by June 30, 2026.
Change in Control Severance Agreements
The Company is party to severance agreements with each of the Named Executive Officers. During fiscal 2023, the Company adopted and approved certain revisions to the form of severance agreement for executive officers, and on June 30, 2023, entered into new severance agreements with each Named Executive Officer, other than Mr. Maserang, on such form (each, a “Severance Agreement” and collectively, the “Severance Agreements”). The Severance Agreements superseded and replaced the prior change in control severance agreement in place between the Company and the related Named Executive Officer, effective as of June 30, 2023. A detailed description of the severance benefits each Named Executive Officer is due to receive based on their Employment Agreement and/or Severance Agreement is set forth below under the heading “Named Executive Officer Compensation-Potential Payments Upon Termination or Change in Control.”
These agreements were entered into, and continue in effect, to achieve the following objectives: (a) assure the Named Executive Officers’ full attention and dedication to the Company, free from distractions caused by personal uncertainties and risks related to a pending or threatened change in control; (b) assure the Named Executive Officers’ objectivity with respect to stockholders’ interests in a change in control scenario; (c) assure the fair treatment of the Named Executive Officers in the event of a termination without cause or resignation for good reason following a following a change in control; (d) formalize the Company’s historic severance practices in the event of a termination without cause or resignation with good reason outside of a change in control; and (e) attract and retain key talent during uncertain times. The agreements are structured so that payments and benefits are provided if there is a qualifying termination of employment (“single trigger”), either by us (other than for “Cause,” disability or death), or by the Named Executive Officer in connection with a resignation for “Good Reason” (as each term is defined in the Severance Agreements).
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Retirement and Welfare Benefits
The Named Executive Officers receive the same welfare benefits as those received by our employees generally, including medical, dental, life, disability and accident insurance.
The Named Executive Officers are eligible on the same basis as our employees generally to participate in the Company’s 401(k) plan. The value of the Named Executive Officers’ 401(k) balances depends solely on the performance of investment alternatives selected by the applicable Named Executive Officer from among the alternatives offered to all participants. All investment options in the 401(k) are market-based, meaning there are no “above-market” or guaranteed rates of return.
The Company match was made in Common Stock to help the Company manage its cash position as it emerged from the impacts of COVID-19. The stock match was replaced with a cash match, effective January 1, 2024. The Company made the decision to temporarily discontinue the cash matching program on August 1, 2024, and the Company does not currently have a 401(k) matching program.
Perquisites
We believe that offering certain limited perquisites facilitates the operation of our business, allows our Named Executive Officers to better focus their time, attention and capabilities on our business, and assists the Company in recruiting and retaining key executives. We also believe that the perquisites offered to our Named Executive Officers are generally consistent with practices among companies in our peer group.
It is the Company’s and the Compensation Committee’s intention to continually assess business needs and evolving practices to ensure that perquisite offerings are competitive and reasonable.
Compensation Policies and Practices
Stock Ownership Guidelines
The Board has adopted Stock Ownership Guidelines to further align the interests of the Company’s executive officers with the interests of the Company’s stockholders. Under the stock ownership guidelines, an executive officer is not permitted to sell any shares of Common Stock received as a result of grants under the Company’s long-term incentive plans unless the executive officer achieves and maintains the applicable threshold share ownership level set forth in the table below. Further, under the stock ownership guidelines, a non-employee director is expected to own and hold during his or her service as a Board member a number of shares of Common Stock with a value of at least four times his or her annual cash retainer for service on the Board, and is not permitted to sell any shares of Common Stock received as grants under the Company’s long-term incentive plans unless and until the non-employee director achieves and maintains this threshold share ownership level.
Shares of Common Stock that count toward satisfaction of these guidelines include: (i) shares of Common Stock owned outright by the executive officer or non-employee director and his or her immediate family members who share the same household, whether held individually or jointly; (ii) restricted stock or restricted stock units (whether or not the restrictions have lapsed); (iii) shares of Common Stock held in trust for the benefit of the executive officer or non-employee director or his or her family; and (iv) shares of Common Stock issuable under vested options held by the executive officer or non-employee director.
| Position | Value of Shares Owned | |
| Chief Executive Officer | 4x base salary | |
| Other Executive Officers | 2x base salary | |
| Non-Employee Directors | 4x Annual Cash Retainer |
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Clawback Policy on Executive Compensation in Restatement Situations
In August 2023, for purposes of compliance with Section 10D of the Exchange Act and the Nasdaq listing standards, the Compensation Committee approved the Company’s Amended and Restated Policy on Executive Compensation in Restatement Situations (the “Clawback Policy”). The Clawback Policy provides that, in the event the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the federal securities laws, the Company will recover (on a pre-tax basis) the amount of incentive-based compensation received by its current and former executive officers in excess of the amount of incentive-based compensation that would have been received had it been determined based on the restated amount, subject to limited exceptions.
Accounting Standards
Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718 requires us to recognize an expense for the fair value of share-based compensation awards. Grants of stock options, restricted stock and PBRSUs under the Company’s long-term incentive plans are accounted for under FASB ASC Topic 718. The Compensation Committee considers the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our long-term incentive program. As accounting standards change, the Company may revise certain programs to appropriately align accounting expenses of our share-based compensation awards with our overall executive compensation philosophy and objectives.
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Summary Compensation Table
The following table sets forth summary information concerning compensation awarded to, earned by, or paid to each of our Named Executive Officers for all services rendered in all capacities to the Company and its subsidiaries in the last three fiscal years. For a complete understanding of the table, please read the footnotes and narrative disclosures that follow the table.
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | |||||||||
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | |||||||||
| John
E. Moore III(1) President and Chief Executive Officer | 2024 | 346,538 | — | 1,499,296 | — | — | 100,086 | 1,945,920 | |||||||||
| Tom
Bauer (2) Vice President, Chief Commercial Officer | 2024 | 291,346 | — | 217,800 | — | — | 5,034 | 514,180 | |||||||||
| Jared G. Vitemb | 2024 | 315,000 | 157,500 | 217,800 | — | — | 23,470 | 713,770 | |||||||||
| Vice President, General Counsel, Secretary and Chief Compliance Officer | 2023 | 310,961 | — | 224,998 | — | — | 16,759 | 552,718 | |||||||||
| D. Deverl Maserang II(3) | 2024 | 205,962 | — | — | — | — | 1,045,937 | 1,251,899 | |||||||||
| Former President and Chief Executive Officer | 2023 | 704,846 | — | 1,499,994 | — | — | 9,900 | 2,214,740 | |||||||||
| (1) | Mr. Moore joined the Company as Vice President, Head of Coffee, effective June 5, 2023, was appointed interim Chief Executive Officer, effective October 1, 2023, and was subsequently appointed as the Company’s permanent President and Chief Executive Officer, effective January 31, 2024. Mr. Moore also became a director on January 24, 2024. Mr. Moore was not a Named Executive Officer in fiscal 2023. |
| (2) | Mr. Bauer joined the Company in 2023 as the Vice President of Direct Store Delivery and currently serves as the Company’s Chief Commercial Officer. Mr. Bauer was not a Named Executive Officer in fiscal 2023. |
| (3) | Mr. Maserang’s employment with the Company was terminated, effective September 30, 2023. |
Salary (Column C)
The amounts reported in column C represent base salaries earned by each of the Named Executive Officers for the fiscal year indicated, prorated based on applicable start dates during the fiscal year or the dates of resignation or termination. The amounts shown include amounts contributed by the employee to the Company’s 401(k) Plan.
Bonus (Column D)
The amounts reported in column D represent bonuses received by Mr. Vitemb during fiscal 2024 in connection with his entry into a Retention Agreement with the Company, pursuant to which he received $157,500 as a one-time cash payment on September 13, 2023 following execution of the agreement.
Stock Awards (Column E)
The amounts in column E include the aggregate grant date fair value of the annual RSU and/or PBRSU awards, as applicable, received by such Named Executive Officer for each reported fiscal year. A discussion of the assumptions used in calculating the amounts in this column may be found in Note 14 to our audited consolidated financial statements for the fiscal year ended June 30, 2024 included in our 2024 Form 10-K, except that, as required by applicable SEC rules, we did not reduce the amounts in this column for any forfeitures relating to service-based (time-based) vesting conditions.
For annual PBRSU awards in each of fiscal 2024 and fiscal 2023, we have reported the fair value of the award based upon the probable satisfaction of the performance conditions as of the grant date. The maximum aggregate grant date fair value that would have been received if the highest level of performance was achieved in fiscal 2023 would have been $1,687,492 for Mr. Maserang. The maximum aggregate grant date fair value that would have been received if the highest level of performance was achieved in fiscal 2024 would have been $1,233,606 for Mr. Moore, $245,025 for Mr. Bauer, and $245,025 for Mr. Vitemb. These amounts do not reflect the Company’s expense for accounting purposes for these awards, and do not represent the actual value that may be realized by the Named Executive Officers. For further information on these awards, see the Grants of Plan-Based Awards Table and Outstanding Equity Awards at Fiscal Year-End Table in this Amendment.
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Non-Equity Incentive Plan Compensation (Column G)
The amounts reported in column G represent the aggregate dollar value of the annual incentives earned by the Named Executive Officers under the 2017 Plan for fiscal 2022 under the short-term incentive plan for the relevant fiscal year. As a result of the Company’s failure to achieve threshold levels of performance in fiscal 2023 and fiscal 2024, no payouts are reported for any of the Named Executive Officers during those periods. In accordance with SEC rules, the actual annual incentive amounts earned by the Named Executive Officers are reflected in the Summary Compensation Table in the fiscal year earned, even though these annual incentive amounts are paid in the subsequent fiscal year.
All Other Compensation (Column H)
The amounts reported in column H include the following:
| All Other Compensation(1) | ||||||||||||||||
| Name | Year | Company Contributions to 401(k) Plan ($)(2) | Relocation Expense ($)(3) | Payments
Under Severance Agreements ($) (4) | ||||||||||||
John E. Moore III President and Chief Executive Officer | 2024 | 4,570 | 95,515 | - | ||||||||||||
Tom Bauer Vice President, Chief Commercial Officer | 2024 | 5,034 | - | |||||||||||||
| Jared G. Vitemb Vice President, General | 2024 | 23,470 | - | - | ||||||||||||
Counsel, Secretary and Chief Compliance Officer | 2023 | 16,759 | - | |||||||||||||
| D. Deverl Maserang II Former President and Chief | 2024 | 937 | - | 1,045,000 | ||||||||||||
Executive Officer | 2023 | 9,900 | - | - | ||||||||||||
| (1) | Except as set forth in the table, the total value of all perquisites and other personal benefits received by each of our Named Executive Officers did not exceed $10,000 in fiscal 2024 and has been excluded from the table. |
| (2) | Represents the Company’s contribution under the 401(k) including the Company matching contribution and the Qualified Non-elective Contribution (QNEC). Company contributions (and any earnings thereon) are 100% vested. The QNEC contributions were made in Common Stock. |
| (3) | The figure presented in this column for Mr. Moore reflects relocations expenses paid on behalf of the Company in connection with Mr. Moore’s move from New York to Texas. |
| (4) | Represents severance payments made to Mr. Maserang in connection with termination of his employment. See “Severance Agreements” below for more information. |
Total Compensation (Column I)
The amounts reported in column I are the sum of columns C through H for each of the Named Executive Officers.
Fiscal 2024 Grants of Plan-Based Awards
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The following table sets forth, for each of our Named Executive Officers, the plan-based awards granted to each of our Named Executive Officers during fiscal 2024.
| Estimated Future Payouts Under Non-Equity Incentive Plan Awards | Estimated Future Payouts Under Equity Incentive Plan Awards(1) | All Other Stock Awards: Number of Shares of | All Other Option Awards: Number of Securities | Exercise or Base Price of Option | Grant Date Fair Value of Stock and | |||||||||||||||||||||||||||||||||||||
| Name and Award Type | Grant Date | Threshold ($)(3) | Target ($)(3) | Maximum ($)(3) | Threshold (#) | Target (#) | Maximum (#) | Stock or Units (#) | Underlying Options (#) | Awards ($/Sh) | Option Awards(2) | |||||||||||||||||||||||||||||||
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | |||||||||||||||||||||||||||||||
| John E. Moore III | ||||||||||||||||||||||||||||||||||||||||||
| President and Chief Executive Officer | ||||||||||||||||||||||||||||||||||||||||||
| RSU Inducement Award | 07/03/2023 | 24,916 | 74,997 | |||||||||||||||||||||||||||||||||||||||
| RSU | 09/13/2023 | 37,735 | 81,508 | |||||||||||||||||||||||||||||||||||||||
| RSU | 11/13/2023 | 45,000 | 108,900 | |||||||||||||||||||||||||||||||||||||||
| PBRSU | 11/13/2023 | 45,000 | 101,250 | 108,900 | ||||||||||||||||||||||||||||||||||||||
| RSU | 91,961 | 337,497 | ||||||||||||||||||||||||||||||||||||||||
| PBRSU | 02/12/2024 | 91,961 | 206,912 | 337,497 | ||||||||||||||||||||||||||||||||||||||
| PBRSU | 02/12/2024 | 122,615 | 122,615 | 449,997 | ||||||||||||||||||||||||||||||||||||||
| Tom Bauer | ||||||||||||||||||||||||||||||||||||||||||
| Vice President, Chief Commercial Officer | ||||||||||||||||||||||||||||||||||||||||||
| RSU | 45,000 | 108,900 | ||||||||||||||||||||||||||||||||||||||||
| PBRSU | 45,000 | 101,250 | 108,900 | |||||||||||||||||||||||||||||||||||||||
| Jared G. Vitemb | ||||||||||||||||||||||||||||||||||||||||||
| Vice President, General Counsel, Secretary and Chief Compliance Officer | ||||||||||||||||||||||||||||||||||||||||||
| RSU | 45,000 | 108,900 | ||||||||||||||||||||||||||||||||||||||||
| PBRSU | 45,000 | 101,250 | 108,900 | |||||||||||||||||||||||||||||||||||||||
| D. Deverl Maserang II | ||||||||||||||||||||||||||||||||||||||||||
| Former President and Chief Executive Officer | ||||||||||||||||||||||||||||||||||||||||||
| - | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||
| (1) | Represents PBRSU awards granted to our Named Executive Officers in fiscal 2024 which cliff vest as described above based upon achievement of return on invested capital performance goals and TSR for the performance period of July 1, 2023 through June 30, 2026, except for the grant of 122,615 PBRSUs to John Moore which vest upon the achievement of the stock price target described above. |
| (2) | Reflects the grant date fair value of restricted stock and PBRSU awards computed in accordance with FASB ASC Topic 718. A discussion of the assumptions used in calculating the amounts in this column may be found in Note 14 to our audited consolidated financial statements for the fiscal year ended June 30, 2024, included in our 2024 Form 10-K, except that, as required by applicable SEC rules, we did not reduce the amounts in this column for any risk of forfeiture relating to service-based (time-based) vesting conditions. The amount reported for PBRSU awards is based upon the probable satisfaction of the performance conditions as of the grant date. |
| (3) | Represents annual cash incentive opportunities under the Short-Term Cash Incentive Program based on the Company’s achievement of certain metrics, as determined by the Compensation Committee. Our Named Executive Officers received no cash payout under the Short-Term Cash Incentive Program in fiscal 2024. Annual cash incentive awards earned by our Named Executive Officers for performance in respect of a fiscal year are paid during the subsequent fiscal year. Such earned awards are included in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. |
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Outstanding Equity Awards at Fiscal Year-End
The following table sets forth summary information regarding the outstanding equity awards at June 30, 2024 granted to each of our Named Executive Officers.
| Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||
| Name and Award Type | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | |||||||||||||||||||||||||||
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | |||||||||||||||||||||||||||
| John E. Moore III | ||||||||||||||||||||||||||||||||||||
| President and Chief Executive Officer | ||||||||||||||||||||||||||||||||||||
| RSU Inducement Award | - | - | - | - | - | 24,916 | 66,775 | - | - | |||||||||||||||||||||||||||
| FY 2023 RSU | - | - | - | - | - | 37,735 | 101,130 | - | - | |||||||||||||||||||||||||||
| FY 2023 RSU | - | - | - | - | - | 45,000 | 120,600 | - | - | |||||||||||||||||||||||||||
| FY 2023 PBRSU | - | - | - | - | - | - | - | 45,000 | 120,600 | |||||||||||||||||||||||||||
| FY 2023 RSU | - | - | - | - | - | 91,961 | 246,455 | - | - | |||||||||||||||||||||||||||
| FY 2023 PBRSU | - | - | - | - | - | - | - | 91,961 | 246,455 | |||||||||||||||||||||||||||
| FY 2023 PBRSU | - | - | - | - | - | 122,615 | 328,608 | - | - | |||||||||||||||||||||||||||
| Tom Bauer | ||||||||||||||||||||||||||||||||||||
| Vice President, Chief Commercial Officer | ||||||||||||||||||||||||||||||||||||
| FY 2023 RSU | - | - | - | - | - | 6,654 | 20,936 | - | - | |||||||||||||||||||||||||||
| FY 2024 RSU | - | - | - | - | - | 45,000 | 120,600 | |||||||||||||||||||||||||||||
| FY 2024 PBRSU | - | - | - | - | - | 45,000 | 120,600 | |||||||||||||||||||||||||||||
| Jared G. Vitemb | ||||||||||||||||||||||||||||||||||||
| Vice President, General Counsel, Secretary and Chief Compliance Officer | ||||||||||||||||||||||||||||||||||||
| FY 2022 RSU | - | - | - | - | - | 31,034 | 83,171 | - | - | |||||||||||||||||||||||||||
| FY 2023 RSU | - | - | - | - | - | 11,719 | 31,407 | |||||||||||||||||||||||||||||
| FY 2023 CRSU | - | - | - | - | - | 11,719 | 31,407 | |||||||||||||||||||||||||||||
| FY 2024 RSU | - | - | - | - | - | 45,000 | 120,600 | |||||||||||||||||||||||||||||
| FY 2024 PBRSU | - | - | - | - | - | 45,000 | 120,600 | |||||||||||||||||||||||||||||
| D. Deverl Maserang II (5) | ||||||||||||||||||||||||||||||||||||
| Former President and Chief Executive Officer | ||||||||||||||||||||||||||||||||||||
| - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||
| (1) | Stock options vest in equal ratable installments on each of the first three anniversaries of the date of grant, contingent on continued employment through the applicable vesting date, and subject to accelerated vesting in certain circumstances. |
| (2) | Restricted stock units vest in equal ratable installments on each of the first three anniversaries of the date of grant, contingent on continued employment through the applicable vesting date, and subject to accelerated vesting in certain circumstances. |
| (3) | The market value was calculated by multiplying the closing price of our Common Stock on June 28, 2024 ($2.68) by the number of shares of Common Stock underlying the unvested RSUs or PBRSUs. |
| (4) | PBRSU awards cliff vest following the expiration of the three-year performance period upon the certification by the Compensation Committee of the Company’s achievement of performance goals for the three-year performance, subject to certain continued employment conditions and subject to the acceleration provisions of the 2017 Plan and restricted stock unit award agreement. At the end of the three-year performance period, the number of PBRSUs that actually vest will be 0% to 225% of the target amount, depending on the extent to which the Company meets or exceeds the achievement of those performance goals measured over the full three-year performance period, with payouts for performance between threshold and target, and between target and maximum determined by reference to a matrix established by the Compensation Committee. The target number of PBRSUs is presented in the table. |
| (5) | Mr. Maserang’s employment with the Company was terminated, effective September 30, 2023. In connection with his termination, the Compensation Committee of the Board approved the partial acceleration of vesting of an award of 117,187 RSUs that were granted to Mr. Maserang on November 1, 2022 so that 35,806 RSUs vested in full on September 30, 2023. These RSUs represent approximately 92% of the RSUs that were originally scheduled to vest on November 1, 2023 if Mr. Maserang had remained employed on such date. All of Mr. Maserang’s remaining outstanding and unvested equity awards were forfeited in connection with his termination. |
Option Exercises and Stock Vested During Fiscal 2024
| Option Awards | Stock Awards | |||||||||||||||
| Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | ||||||||||||
| (a) | (b) | (c) | (d) | (e) | ||||||||||||
| John E. Moore III President and Chief Executive Officer | - | - | - | - | ||||||||||||
| Tom Bauer Vice President, Chief Commercial Officer | - | - | 3,326 | 9,945 | ||||||||||||
| Jared G. Vitemb Vice President, General Counsel, Secretary and Chief Compliance Officer | - | - | 5,859 | 14,706 | ||||||||||||
| D. Deverl Maserang II Former President and Chief Executive Officer | - | - | 249,311 | 589,785 | ||||||||||||
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Pension Benefits
None of our Named Executive Officers are entitled to payments or other benefits at, following, or in connection with retirement.
Change in Control and Termination Arrangements
The Company previously entered into change in control severance agreements with each of the Named Executive Officers other than Mr. Maserang. On June 30, 2023, Messrs. Moore, Vitemb, and Bauer (each, an “Executive”) entered into Severance Agreements with the Company on the revised form approved by the Compensation Committee, each of which superseded and replaced the prior change in control severance agreement in place between the Company and the related Executive, effective as of June 30, 2023.
The severance obligations paid to Mr. Maserang under that certain Maserang Employment Agreement in connection with his termination are further described below.
Severance Agreements
Under the Severance Agreements, if an Executive is terminated other than for “Cause” (as defined below) or resigns for “Good Reason” (as defined below) (each, a “Qualifying Termination”), in each case during the period beginning on the effective date of a “Change in Control” (as defined below) and ending on the first anniversary of such date (such period, the “Change in Control Period”), then such Executive will be eligible to receive the following severance benefits (less applicable tax withholdings), as further described in and payable pursuant to the terms of the related Severance Agreement:
| · | Accrued benefits, including earned but unpaid salary, bonus payment for the previous fiscal year (if any), vacation time and reimbursements, payable in a lump sum on the first regular pay date following the Executive’s separation from service; |
| · | A payment of an amount equal to two (2) times the sum of base salary and the amount the executive would pay on an annual basis for COBRA, payable in a lump sum within the fifteen (15) day period following the Qualifying Termination; |
| · | A lump sum payment equal to a pro-rated portion of target bonus, payable in a lump sum within the fifteen (15) day period following the Qualifying Termination; and |
| · | Up to $20,000 in outplacement services. |
If an Executive experiences a Qualifying Termination outside of the Change in Control Period, then such Executive will be eligible to receive the following severance benefits (less applicable tax withholdings), as further described in and payable pursuant to the terms of the related Severance Agreement:
| · | Accrued benefits, including earned but unpaid salary, bonus payment for the previous fiscal year (if any), vacation time and reimbursements, payable in a lump sum payment on the first regular pay date following the Executive’s separation from service, subject to the limitations described in the related Severance Agreement; |
| · | An amount equal to the sum of base salary and the amount the executive would pay on an annual basis for COBRA, payable in regular bi-weekly installments on the Company’s regular pay dates, commencing on the first regular pay date following the Executive’s separation from service; and |
| · | A payment equal to a pro-rated portion of annual bonus based on actual performance, payable on the date such payments are made to similarly situated employees, but in no event later than September 15 of the year following such Executive’s separation from service. |
To receive the severance benefits above upon a Qualifying Termination, the Executive must sign and not revoke a general release of claims in favor of the Company by the deadline set forth in the related Severance Agreement.
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In addition, if an Executive experiences a separation from service on account of death or disability, then such Executive or such Executive’s estate, as applicable, will be eligible to receive the following severance benefits (less applicable tax withholdings), as further described in and payable pursuant to the terms of the related Severance Agreement:
| · | Accrued benefits, including earned but unpaid salary, bonus payment for the previous fiscal year (if any), vacation time and reimbursements, payable in a lump sum payment on the sixtieth (60th) calendar day following the Executive’s separation from service; and |
| · | A payment in an amount equal to twelve times the monthly cost for COBRA, payable in a lump sum payment on the sixtieth (60th) calendar day following the Executive’s separation from service. |
If any of the payments provided for under the Severance Agreements or otherwise payable to any Executive would constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code and would be subject to the related excise tax under Section 4999 of the Internal Revenue Code, then such Executive will be entitled to receive either full payment of benefits or such lesser amount which would result in no portion of the benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to such Executive.
The Severance Agreements each have a one-year term and provide for automatic renewal for additional one-year periods thereafter, unless the Company or the related Executive provides notice of non-renewal to the other party.
For purposes of the Severance Agreements:
| · | A “Change in Control” generally will be deemed to have occurred at any of the following times: |
| o | Upon the acquisition by any person, entity or group of beneficial ownership of 50% or more of either the then-outstanding Common Stock or the combined voting power of the Company’s then-outstanding securities entitled to vote generally in the election of directors; |
| o | Upon the approval of the stockholders of the Company of a reorganization, merger, consolidation, complete liquidation, or dissolution of the Company, the sale or disposition of all or substantially all of the assets of the Company or any similar corporate transaction (other than any transaction with respect to which persons who were the stockholders of the Company immediately prior to such transaction continue to hold shares of Common Stock representing at least 50% of the outstanding Common Stock of the Company or such surviving entity or parent or affiliate thereof immediately after such transaction); or |
| o | At the time individuals who were members of the Board at the effective time of the Severance Agreement (or whose election, or nomination for election, was approved by a vote of at least a majority of the members of the Board at the effective time of the Severance Agreement, but excluding any such individual whose initial election or assumption of office occurs as a result of either an actual or threatened election contest) cease for any reason to constitute at least a majority of the Board. |
| · | “Cause” means (a) the willful and continued failure of the executive to perform the executive’s material job duties with the Company and/or its subsidiaries (other than any such failure resulting from becoming disabled), after a written demand for substantial performance is delivered to the executive by the Company which specifically identifies the manner in which the Company believes that the executive has not substantially performed the executive’s duties and the executive has had an opportunity for thirty (30) days to cure such failure after receipt of such written demand; (b) engaging in an act (whether by act or omission) of willful misconduct, fraud, embezzlement, misappropriation or theft which results in damage to the Company and/or its subsidiaries; (c) conviction of the executive of, or the executive pleading guilty or nolo contendere to, a felony (other than a violation of a motor vehicle or moving violation law) or a misdemeanor if such misdemeanor (A) is reasonably expected to or actually causes material damage to the Company and/or its subsidiaries; or (B) involves the commission of a criminal act against the Company and/or its subsidiaries; or (d) the breach by the executive of any material provision of, or inaccuracy in any material respect of any representation made by the executive in, the Company’s policies or any agreement to which the executive is party with the Company or its affiliates, that is not cured within thirty (30) days of written notice from the Company setting forth with reasonable particularity such breach or inaccuracy, provided that, if such breach or inaccuracy is not capable of being cured within 30 days after receipt of such notice, the executive shall not be entitled to such cure period. |
| · | “Good Reason” means, without the executive’s consent: (a) a material reduction in the executive’s base salary, other than pursuant to a reduction applicable to all executives or employees of the Company generally; (b) a move of the executive’s primary place of work more than fifty (50) miles from its current location; or (c) a material diminution in the executive’s normal duties and responsibilities, including, but not limited to, the assignment without the executive’s consent of any diminished duties and responsibilities which are inconsistent with the executive’s positions, duties and responsibilities with the Company and/or its subsidiaries on the date of the Severance Agreement, or a materially adverse change in the executive’s reporting responsibilities or titles as in effect on the date of the Severance Agreement, or any removal of the executive from or any failure to re-elect the executive to any of such positions, except in connection with the termination of the executive’s employment for Cause or upon death, the executive becoming disabled, voluntary resignation or other termination of employment by the executive without Good Reason; provided that, in each case, the executive must provide at least thirty (30) days’ prior written notice of termination for Good Reason within thirty (30) days after the occurrence of the event that the executive claims constitutes Good Reason, and the Company shall have the opportunity to cure such circumstances within thirty (30) days of receipt of such notice. For the avoidance of doubt, Good Reason shall not exist hereunder unless and until the 30-day cure period following receipt by the Company of the executive’s written notice expires and the Company shall not have cured such circumstances, and in such case the executive’s employment shall terminate for Good Reason on the day following expiration of such 30-day notice period. |
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In the event of a Named Executive Officer’s termination of employment other than for “Cause” or due to death or “Disability”, or in the event of a Named Executive Officer’s “Resignation for Good Reason” (each, as defined in the Severance Agreements), in each case, in connection with a Change in Control or Threatened Change in Control, each of the Named Executive Officers will be entitled to the payments and benefits shown in the tables below.
Maserang Employment Agreement
Under the Maserang Employment Agreement, Mr. Maserang was eligible to receive severance payments in the event of his termination without Cause (as defined in the Maserang Employment Agreement) or resignation with Good Reason (as defined in the Maserang Employment Agreement), whether or not in connection with a change in control. Upon the occurrence of either of the aforementioned events, contingent upon the execution and non-revocation of a general release of claims in favor of the Company by Mr. Maserang by the deadline set forth in the Maserang Employment Agreement, Mr. Maserang would have been eligible to receive the following severance benefits (less applicable tax withholdings), as further described in and payable pursuant to the terms of the Maserang Employment Agreement:
| · | The sum of his base salary then in effect and his target annual bonus for the fiscal year in which his separation from service occurs, payable in equal installments for a period of twelve (12) months; |
| · | Partially Company-paid COBRA coverage under the Company’s health plan for himself and his spouse for a period of twelve (12) months following his separation from service; |
| · | An annual bonus for the fiscal year in which his separation from service occurs, based on actual achievement against the Performance Criteria (as defined in the Maserang Employment Agreement), prorated for the period that Mr. Maserang was employed during the relevant fiscal year; and |
| · | If such termination occurs after the end of the fiscal year, but before any bonus for the fiscal year is paid, then the payment of any such earned bonus. |
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Potential Payments Upon Termination or Change in Control
The following table sets forth the estimated payments and benefits that would be provided to our Named Executive Officers upon termination or a change in control, assuming the trigger event took place on June 30, 2024, except for Mr. Maserang, for whom the table reports what he received in connection with his departure from the Company during fiscal 2024. The actual amount of payments and benefits can only be determined at the time of such a termination or change in control, and therefore the actual amounts may vary from the estimated amounts in the tables below. Descriptions of how such payments and benefits are determined under the circumstances, material conditions and obligations applicable to the receipt of payments or benefits and other material factors regarding such agreements, as well as other material assumptions that we have made in calculating the estimated compensation, follow these tables.
| Name | Termination Without Cause or Resignation for Good Reason Outside of Change in Control Period(1) | Termination Without Cause or Resignation for Good Reason Within Change in Control Period(2) | Termination for Cause or Resignation Absent Good Reason | |||||||
| John E. Moore III President and Chief Executive Officer |
||||||||||
| Base Salary Continuation (3) | 450,000 | 900,000 | 0 | |||||||
| Annual Incentive Payments(4) | 0 | 0 | 0 | |||||||
| Value of Accelerated Stock Options | 0 | 0 | 0 | |||||||
| Value of Accelerated Restricted Stock | 0 | 534,960 | 0 | |||||||
| Value of Accelerated PBRSUs (5) | 0 | 367,055 | 0 | |||||||
| Health and Dental Insurance | 22,065 | 22,065 | 0 | |||||||
| Outplacement Services | 0 | 20,000 | 0 | |||||||
| Total Pre-Tax Benefit | 472,065 | 1,844,080 | 0 | |||||||
| Tom Bauer Vice President, Chief Commercial Officer |
||||||||||
| Base Salary Continuation (3) | 325,000 | 650,000 | 0 | |||||||
| Annual Incentive Payments(4) | 0 | 0 | 0 | |||||||
| Value of Accelerated Stock Options | 0 | 0 | 0 | |||||||
| Value of Accelerated Restricted Stock | 0 | 138,433 | 0 | |||||||
| Value of Accelerated PBRSUs (5) | 0 | 120,600 | 0 | |||||||
| Health and Dental Insurance | 14,022 | 14,022 | 0 | |||||||
| Outplacement Services | 0 | 20,000 | 0 | |||||||
| Total Pre-Tax Benefit | 339,022 | 943,055 | 0 | |||||||
| Jared G. Vitemb Vice President, General Counsel, Secretary and Chief Compliance Officer |
||||||||||
| Base Salary Continuation (3) | 315,000 | 630,000 | 0 | |||||||
| Annual Incentive Payments(4) | 0 | 0 | 0 | |||||||
| Value of Accelerated Stock Options | 0 | 0 | 0 | |||||||
| Value of Accelerated Restricted Stock | 0 | 266,585 | 0 | |||||||
| Value of Accelerated PBRSUs (5) | 0 | 120,600 | 0 | |||||||
| Health and Dental Insurance | 21,137 | 21,137 | 0 | |||||||
| Outplacement Services | 0 | 20,000 | 0 | |||||||
| Total Pre-Tax Benefit | 336,137 | 1,058,322 | 0 | |||||||
| D. Deverl Maserang II Former President and Chief Executive Officer |
||||||||||
| Base Salary Continuation (3) | 1,455,000 | - | - | |||||||
| Annual Incentive Payments(4) | 0 | - | - | |||||||
| Value of Accelerated Stock Options | 0 | - | - | |||||||
| Value of Accelerated Restricted Stock (6) | 92,380 | - | - | |||||||
| Value of Accelerated PBRSUs | 0 | - | - | |||||||
| Health and Dental Insurance | 13,173 | - | - | |||||||
| Outplacement Services | 0 | - | - | |||||||
| Total Pre-Tax Benefit | 1,560,553 | - | - | |||||||
| (1) | “Change in Control Period” has the meaning set forth in the Severance Agreements. |
| (2) | “Change in Control Period” has the meaning set forth in the Severance Agreements. |
| (3) | Amounts include Named Executive Officer’s base salary as well as amounts such Named Executive Officer would pay on an annual basis for COBRA. |
| (4) | Because the Company did not meet its fiscal 2024 adjusted EBITDA target, no annual incentives are payable pursuant to the Severance Agreements. |
| (5) | This row reports the intrinsic value of unvested portions of the Named Executive Officer’s PBRSUs that would accelerate in the scenarios described above. This value is calculated by multiplying $2.68 (the closing price of our Common Stock as reported by the Nasdaq Global Select Market on June 28, 2024, the hypothetical acceleration date) by the number of PBRSUs subject to the accelerated portion of the award. |
| (6) | In connection with Mr. Maserang’s termination, the Compensation Committee of the Board approved the partial acceleration of vesting of an award of 117,187 RSUs that were granted to Mr. Maserang on November 1, 2022 so that 35,806 RSUs vested in full on September 30, 2023. These RSUs represent approximately 92% of the RSUs that were originally scheduled to vest on November 1, 2023 if Mr. Maserang had remained employed on such date. Otherwise, all of Mr. Maserang’s remaining outstanding and unvested equity awards were forfeited in connection with his termination. |
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Value of Accelerated Vesting of Equity Awards
Under the terms of the Named Executive Officers’ outstanding awards, in the event of death or “Disability” (as defined in the applicable plan):
| · | a pro rata portion of any unvested restricted stock units will vest; and |
| · | outstanding PBRSU awards will remain outstanding and the participant will be eligible to earn a pro-rata portion of the number of PBRSU awards that would have been earned based on actual performance through the end of the performance period (amounts shown in the tables above assume 100% of the target PBRSU awards were earned at the end of the performance period). |
Under the applicable award agreement, if a Change in Control (as defined in the applicable plan) occurs and a participant’s awards are not continued, converted, assumed or replaced by the Company or a parent or subsidiary of the Company, or a Successor Entity (as defined in the applicable plan), such awards will become fully exercisable and/or payable, and all forfeiture, repurchase and other restrictions on such awards will lapse immediately prior to such Change in Control. In the case of PBRSU awards, the vested shares will be a prorated number of the target PBRSU awards. The amounts in the tables above assume all awards were continued, converted, assumed, or replaced in connection with a Change in Control.
If there is a Change in Control and the Named Executive Officer’s employment is terminated by the Company without Cause or by the participant for Good Reason, in either case, within twenty-four months following the Change in Control:
| · | 100% of any unvested restricted stock or restricted stock units will vest; and |
| · | the target number of PBRSU awards will be deemed to have immediately vested as of the date of termination of service. |
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The value of accelerated awards shown in the tables above was calculated using the closing price of our Common Stock on June 28, 2024 ($2.68).
Under the applicable plan, the Plan Administrator also has discretionary authority regarding accelerated vesting of awards in certain circumstances. The amounts in the tables above assume such discretionary authority was not exercised.
Company Benefit Plans
The tables and discussion above do not reflect the value of accrued and unused paid days off, disability benefits under the Company’s group health plan, the value of retiree medical, vision and dental insurance benefits, and group life insurance, if any, that would be paid and/or provided to each Named Executive Officer following termination of employment, because, in each case, these benefits are generally available to all regular Company employees similarly situated in age, years of service and date of hire and do not discriminate in favor of the Named Executive Officers.
CEO to Median Employee Pay Ratio
In accordance with applicable SEC rules, we are providing the ratio of the annual total compensation of our CEO to the median of the annual total compensation of our other employees, excluding our CEO. For fiscal 2024, as calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, the annual total compensation of our CEO was $1,945,920 as disclosed in the “Summary Compensation Table”, the median of the annual total compensation of our employees other than the CEO was $66,044, and the ratio of our CEO’s annual total compensation to the median of the annual total compensation of our other employees was 29.5 to 1.
We believe the ratio presented above is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. We determined our median employee based on total direct compensation paid to all of our employees (consisting of approximately 922 individuals active as of June 30, 2024) for the fiscal year ended June 30, 2024. Total direct compensation was calculated using internal human resources records and included base salary (wages earned based on our payroll records), cash incentive awards earned for the period, and the annual grant date fair value of long-term incentive awards during fiscal 2024.
Because the SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
Pay Versus Performance
As required by Item 402(v) of Regulation S-K, the following table sets forth (i) total compensation paid to Mr. Maserang, our former principal executive officer (“PEO”), and Mr. Moore, our current PEO, for the last four fiscal years presented, as set forth in our Summary Compensation Table (“SCT”), (ii) CAP to our PEO, (iii) average total compensation paid to our other NEOs, excluding Mr. Maserang and Mr. Moore, as set forth in the SCT for such fiscal year, and (iv) average CAP to our other NEOs, in each case as calculated in accordance with Item 402(v) of Regulation S-K, and (v) certain Company performance measures for the periods indicated. Compensation actually paid, or “CAP,” is an amount calculated using methodology prescribed by SEC rules and differs from the compensation actually received by our named executive officers. The Compensation Committee does not utilize CAP as a basis for making compensation decisions. We are also permitted to report as a “smaller reporting company” as defined under the U.S. federal securities laws. Accordingly, we have not included a tabular list of financial performance measures, and the table below does not include a column for a “Company-Selected Measure” as defined in Item 402(v) of Regulation S-K. For further information concerning our compensation philosophy and how we align executive compensation with our performance, please refer to the Compensation Discussion & Analysis.
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Pay Versus Performance Table
| Year (1) | Summary Compensation Table Total for PEO (former) | Summary Compensation Table Total for PEO (current) | Compensation Actually Paid to PEO (former)(2)(3) ($) | Compensation Actually Paid to PEO (current)(2)(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs(2)(3) ($) | Value
of Initial Fixed $100 Investment Based on TSR ($) | Net Income (GAAP)(4) ($) | |||||||||||||||||||||||||
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | |||||||||||||||||||||||||||
| 2024 | 1,251,899 | 1,945,920 | 425,268 | 1,882,628 | 613,975 | 634,881 | 36.51 | (3,875 | ) | ||||||||||||||||||||||||
| 2023 | 2,214,740 | - | 201,865 | - | 700,306 | 307,900 | 37.74 | (79,180 | ) | ||||||||||||||||||||||||
| 2022 | 3,292,209 | - | (1,451,470 | ) | - | 915,235 | 365,754 | 63.90 | (16,255 | ) | |||||||||||||||||||||||
| (1) | The NEOs included in the above table for each covered fiscal year are as follows: |
| Year | 1st PEO | 2nd PEO | Non-PEO NEOs | ||||||||
| 2024 | D. Deverl Maserang II | John E. Moore III | Jared G. Vitemb and Tom Bauer | ||||||||
| 2023 | D. Deverl Maserang II | N/A | Scott R. Drake, Amber D. Jefferson, Ruben E. Inofuentes, Maurice S.J. Moragne and Jared G. Vitemb | ||||||||
| 2022 | D. Deverl Maserang II | N/A | Scott R. Drake, Ruben E. Inofuentes, Maurice S.J. Moragne and Amber D. Jefferson. |
| (2) | The following table details the applicable adjustments that were made to determine compensation actually paid to our PEO and non-PEO NEOs (on average), calculated in accordance with Item 402(v) of Regulation S-K. To determine CAP, the amounts reported in the “Total” column of the SCT for the applicable year were adjusted as follows: |
| 2024 | 2023 | 2022 | ||||||||||||||||||||||
| PEO ($) | Average Non-PEO NEOs ($) | PEO ($) | Average Non-PEO NEOs ($) | PEO ($) | Average Non-PEO NEOs ($) | |||||||||||||||||||
| Summary Compensation Table (SCT) Total | 1,645,024 | 613,975 | 2,214,740 | 700,306 | 3,292,209 | 915,235 | ||||||||||||||||||
| Less Stock Award Value Reported in SCT for the Covered Year | (1,458,931 | ) | (217,800 | ) | (1,499,994 | ) | (294,996 | ) | (2,006,755 | ) | (368,747 | ) | ||||||||||||
| Plus Year End Fair Value of Equity Awards Granted During the Covered Year that Remain Outstanding and Unvested as of Last Day of the Covered Year | 1,230,624 | 241,200 | 649,216 | 103,429 | 1,056,305 | 233,293 | ||||||||||||||||||
| Plus Year over Year Change in Fair Value as of the Last Day of the Covered Year of Outstanding and Unvested Equity Awards Granted in Prior Years | – | (3,278 | ) | (461,188 | ) | (37,495 | ) | (3,177,131 | ) | (305,802 | ) | |||||||||||||
| Plus Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Covered Year | – | – | 0 | 0 | 0 | 0 | ||||||||||||||||||
| Plus Year over Year Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Years that Vested During the Covered Year | (34,521 | ) | 784 | (700,909 | ) | (52,201 | ) | (132,863 | ) | (81,645 | ) | |||||||||||||
| Less Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Covered Year | (956,928 | ) | – | 0 | (111,143 | ) | (483,235 | ) | (26,579 | ) | ||||||||||||||
| CAP | 425,268 | 634,881 | 201,865 | 307,900 | (1,451,470 | ) | 365,754 | |||||||||||||||||
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| Current CEO - John E. Moore III | ||||||||
| 2024 | ||||||||
| PEO ($) | Average
Non- PEO NEOs ($) | |||||||
| Summary Compensation Table (SCT) Total | 1,945,920 | 613,975 | ||||||
| Less Stock Award Value Reported in SCT for the Covered Year | (1,293,916 | ) | (217,800 | ) | ||||
| Plus Year End Fair Value of Equity Awards Granted During the Covered Year that Remain Outstanding and Unvested as of Last Day of the Covered Year | 1,230,624 | 241,200 | ||||||
| Plus Year over Year Change in Fair Value as of the Last Day of the Covered Year of Outstanding and Unvested Equity Awards Granted in Prior Years | – | (3,278 | ) | |||||
| Plus Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Covered Year | – | – | ||||||
| Plus Year over Year Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Years that Vested During the Covered Year | – | 784 | ||||||
| Less Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Covered Year | – | – | ||||||
| CAP | 1,882,628 | 634,881 | ||||||
| (3) | The assumptions we used to calculate the values for restricted stock performance and performance share awards included in the calculation of “compensation actually paid” did not differ materially from those used to calculate grant date fair value for such awards. |
| (4) | Values shown are in thousands. |
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Relationship Between Pay and Performance
The graph below reflects, for each fiscal year presented, the relationship between the compensation actually paid to our PEO and non-PEO NEOs (on average), and the Company’s cumulative indexed TSR:
The graph below reflects, for each fiscal year presented, the relationship between the compensation actually paid to our PEO and our non-PEO NEOs (on average) and the Company’s net income (loss).
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Director Compensation
Non-Employee Director Compensation
The compensation program for our non-employee directors is intended to fairly compensate our non-employee directors for the time and effort required of a director given the size and complexity of the Company’s operations. Portions of the compensation program utilize our stock in order to further align the interests of the directors with all other stockholders of the Company and to motivate the directors to focus on the long-term financial interest of the Company. Directors who are Company employees are not paid any additional fees for serving on the Board or for attending Board meetings.
The Company’s non-employee director compensation program is as follows:
| Form of Non-Employee Director Compensation |
Director Compensation Program |
| Annual Board Cash Retainer | $60,000 |
| Committee Chair Cash Retainer | $10,000 for Nominating and Corporate Governance Committee
$15,000 for Compensation Committee
$20,000 for Audit Committee |
| Non-Chair Committee Cash Retainer | $7,500 for Compensation Committee and Nominating and Corporate Governance Committee
$10,000 for Audit Committee |
| Chairman of the Board Cash Retainer | $75,000 |
| Meeting Fees | $2,000, only paid for Board or committee meetings in excess of seven in a fiscal year |
| Annual Equity Award Value | $95,000 |
| Expense Reimbursement | Payment or reimbursement of reasonable travel expenses from outside the greater Dallas-Fort Worth area, in accordance with Company policy, incurred in connection with attendance at Board and committee meetings, as well as payment or reimbursement of amounts incurred in connection with director continuing education |
| Other | Ad hoc committee fees are determined from time to time by the Board, as needed |
The annual grant of restricted stock is generally made on the date on which the Company holds its annual meeting of stockholders or such other date as the Board may determine, in each case, subject to any blackout period under the Company’s insider trading policy. In fiscal 2024, the annual grant of restricted stock units were made on February 12, 2024. Each of Stacy Loretz-Congdon, David A. Pace, Bradley L. Radoff and Waheed Zaman Robinson received a grant of 25,885 RSUs based on the $3.67 closing price per share of our Common Stock on February 12, 2024 (for an aggregate amount of $94,997.95). Terence C. O’Brien received a grant of 24,189 restricted stock units based on the $3.60 closing price per share of our Common Stock on April 1, 2024 (for an aggregate amount of $87,080.40). Mr. O’Brien received a prorated grant because he joined the Board following the 2024 Annual Meeting. Such grants cliff vest on the earlier of the 2025 Annual Meeting or the one-year anniversary of the grant date, subject to continued service to the Company through the vesting date and the acceleration provisions of the 2017 Plan and the restricted stock unit award agreement.
Stock Ownership Guidelines
Under the Company’s stock ownership guidelines, a non-employee director is expected to own and hold during his or her service as a Board member a number of shares of Common Stock with a value of at least four times their annual retainer, and is not permitted to sell any shares of Common Stock received as grants under the Company’s long-term incentive plans unless and until the non-employee director achieves and maintains this threshold share ownership level.
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Shares of Common Stock that count toward satisfaction of these guidelines include (to the extent applicable): (i) shares of Common Stock owned outright by the non-employee director and his or her immediate family members who share the same household, whether held individually or jointly; (ii) restricted stock or restricted stock units (whether or not the restrictions have lapsed); (iii) shares of Common Stock held in trust for the benefit of the non-employee director or his or her family; and (iv) shares of Common Stock issuable under vested options held by the non-employee director.
Director Compensation Table
The following table sets forth non-employee director compensation for fiscal 2024:
| Director | Fees Earned or Paid in Cash ($) | Stock Awards($)(1) | Total ($) | |||||||||
| Allison M. Boersma (2) | 71,456 | N/A | 71,456 | |||||||||
| Stacy Lorentz-Congdon | 111,500 | 94,998 | 206,498 | |||||||||
| Terence C. O’Brien (3) | 19,615 | 87,080 | 106,695 | |||||||||
| Alfred Poe (2) | 73,456 | N/A | 73,456 | |||||||||
| David A. Pace | 156,500 | 94,998 | 251,498 | |||||||||
| Bradley L. Radoff | 104,500 | 94,998 | 199,498 | |||||||||
| John D. Robinson (2) | 72,956 | N/A | 72,956 | |||||||||
| Waheed Zaman | 109,625 | 94,998 | 204,623 | |||||||||
| (1) | Represents the full grant date fair value of restricted stock granted to each non-employee director in fiscal 2024, computed in accordance with FASB ASC Topic 718. A discussion of the assumptions used in calculating the amounts in this column may be found in Note 16 to our audited consolidated financial statements for the fiscal year ended June 30, 2024, included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2024, except that, as required by applicable SEC rules, we did not reduce the amounts in this column for any risk of forfeiture relating to service-based (time-based) vesting conditions. |
| (2) | None of Ms. Boersma or Messrs. Poe or Robinson received an equity grant following the 2024 Annual Meeting because they did not stand for re-election to the Board at the 2024 Annual Meeting. Ms. Boersma was appointed to the Board in 2017, Mr. Poe was appointed to the Board in 2020, and Mr. Robinson was appointed to the Board in 2021, and each served as a director until the 2024 Annual Meeting. |
| (3) | Mr. O’Brien was appointed to the Board in March 2024 and the value of his equity grant was prorated accordingly. |
Director Indemnification
Under the Company’s Certificate of Incorporation and By-Laws, the current and former directors are entitled to indemnification and advancement of expenses from the Company to the fullest extent permitted by Delaware corporate law. The Board has approved a form of Indemnification Agreement (“Indemnification Agreement”) to be entered into between the Company and its directors and officers. The Board may from time to time authorize the Company to enter into additional indemnification agreements with future directors and officers of the Company.
The Indemnification Agreements provide, among other things, that the Company will, to the extent permitted by applicable law, indemnify and hold harmless each indemnitee if, by reason of his or her corporate status as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent of the Company or of any other enterprise which such person is or was serving at the request of the Company, such indemnitee was, is or is threatened to be made, a party to or a participant (as a witness or otherwise) in any threatened, pending or completed proceeding, whether formal or informal, whether brought in the right of the Company or otherwise and whether of a civil, criminal, administrative or investigative nature, against all expenses, judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by him or her or on his or her behalf in connection with such proceeding. In addition, the Indemnification Agreements provide for the payment, advancement or reimbursement of expenses incurred by the indemnitee in connection with any such proceeding to the fullest extent permitted by applicable law. The Indemnification Agreements also provide that, in the event of a Potential Change in Control (as defined in the Indemnification Agreements), the Company will, upon request by the indemnitee, create a trust for the benefit of the indemnitee and fund such trust in an amount sufficient to satisfy expenses reasonably anticipated to be incurred in connection with investigating, preparing for, participating in or defending any proceedings, and any judgments, fines, penalties and amounts paid in settlement in connection with any proceedings. The Indemnification Agreements do not exclude any other rights to indemnification or advancement of expenses to which the indemnitee may be entitled, including any rights arising under the Certificate of Incorporation or By-Laws of the Company, or the General Corporation Law of the State of Delaware. The Company is also obligated to maintain directors’ and officers’ liability insurance coverage, including tail coverage under certain circumstances.
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Compensation Committee Report
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management and, based on the review and discussions, recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Amendment and incorporated by reference in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024.
| Compensation Committee |
| of the Board of Directors |
| David A. Pace, Chair |
| Terence C. O’Brien |
| Waheed Zaman |
| ITEM 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
Securities Authorized for Issuance under Equity Compensation Plans
The following table sets forth information as of June 30, 2024 with respect to the shares of Common Stock that may be issued upon the exercise of options and other rights under our existing equity compensation plans and arrangements in effect as of June 30, 2024. The information includes the number of shares covered by, and the weighted average exercise price of, outstanding options and the number of shares remaining available for future grant, excluding the shares to be issued upon exercise of outstanding options, warrants and rights.
| Plan Category | Number of Shares to be Issued Upon Exercise / Vesting of Outstanding Options or Rights(2) | Weighted Average Exercise Price of Outstanding Options(3) | Number of Shares Remaining Available for Future Issuance(4) | |||||||||
| Equity compensation plans approved by stockholders(1) | 1,225,479 | $ | 17.75 | 1,719,363 | ||||||||
| Equity compensation plans not approved by stockholders(5) | 268,815 | N/A | 2,919 | |||||||||
| Total | 1,494,294 | 1,722,282 | ||||||||||
| (1) | Includes shares issued under the Amended and Restated 2007 Long-Term Incentive Plan, and its predecessor plan, the Farmer Bros. Co. 2007 Omnibus Incentive Plan (together, the “Prior Plans”) and the 2017 Plan. The 2017 Plan succeeded the Prior Plans. On the Effective Date of the 2017 Plan, the Company ceased granting awards under the Prior Plans; however, awards outstanding under the Prior Plans will remain subject to the terms of the applicable Prior Plan. |
| (2) | Includes shares that may be issued upon the achievement of certain financial and other performance criteria as a condition to vesting in addition to time-based vesting pursuant to PBRSUs granted under the 2017 Plan. The PBRSUs included in the table include the maximum number of shares that may be issued under the awards. Under the terms of the awards, the recipient may earn between 0% and 225% of the target number of PBRSUs depending on the extent to which the Company meets or exceeds the achievement of the applicable financial performance goals. |
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| (3) | Does not include outstanding PBRSUs. |
| (4) | The 2017 Plan authorizes the issuance of (i) 3,550,000 shares of Common Stock plus (ii) the number of shares of Common Stock subject to awards under the Prior Plans that are outstanding as of the Effective Date and that expire or are forfeited, cancelled or similarly lapse following the Effective Date. Subject to certain limitations, shares of Common Stock covered by awards granted under the 2017 Plan that are forfeited, expire or lapse, or are repurchased for or paid in cash, may be used again for new grants under the 2017 Plan. Shares of Common Stock granted under the 2017 Plan may be authorized but unissued shares, shares purchased on the open market or treasury shares. In no event will more than 3,550,000 shares of Common Stock be issuable pursuant to the exercise of incentive stock options under the 2017 Plan. The 2017 Plan provides for the grant of stock options (including incentive stock options and non-qualified stock options), stock appreciation rights, restricted stock, restricted stock units, dividend equivalents, performance shares and other stock- or cash-based awards to eligible participants. Non-employee directors of the Company and employees of the Company or any of its subsidiaries are eligible to receive awards under the 2017 Plan. If the Plan Amendment is adopted, the Company’s consultants would also be eligible to receive awards under the 2017 Plan. |
| (5) | Consists of grants made under the Inducement Award Plan, which in accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules (“Rule 5635(c)(4)”) permits grants of up to 300,000 shares of Common Stock to newly hired employees who have not previously been a member of the Board, or to an employee who is being rehired following a bona fide period of non-employment by the Company or a subsidiary, as a material inducement to the employee’s entering into employment with the Company or its subsidiary. Subject to certain limitations, shares of Common Stock covered by awards granted under the Inducement Award Plan that are forfeited, expire or lapse, or are repurchased for or paid in cash, may be used again for new grants under the 2017 Plan. The Inducement Award Plan allows for the grant of non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, and dividend equivalents. |
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information regarding the beneficial ownership of the Company’s voting securities as of October 1, 2024 by (i) each of our current directors, (ii) each of our executive officers required to be listed pursuant to Item 402 of Regulation S-K, (iii) all of our current directors and executive officers as a group, and (iv) each person, or group of affiliated persons, known to us to be the beneficial owner of more than five percent (5%) of our outstanding Common Stock, based on 21,268,223 shares of Common Stock outstanding as of October 1, 2024.
The amounts and percentages of shares beneficially owned are reported on the basis of SEC regulations governing the determination of beneficial ownership of securities. Under SEC rules, a person is deemed to be a “beneficial” owner of a security if that person has or shares voting power or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Securities that can be so acquired are not deemed to be outstanding for purposes of computing any other person’s percentage. Under these rules, more than one person may be deemed to be a beneficial owner of securities as to which such person has no economic interest.
Except as otherwise indicated in these footnotes, each of the individuals or entities listed below has, to our knowledge, sole voting and investment power with respect to the shares of Common Stock. Unless otherwise indicated below, the address for each natural person listed below is c/o Farmer Bros. Co., 14501 N. Fwy, Fort Worth, Texas 76177.
| Name of Beneficial Owner | Amount and
Nature of Beneficial Ownership | Percent of Class(1) | ||||||
| Non-Employee Directors: | ||||||||
| Stacy Loretz-Congdon | 68,664 | * | ||||||
| David A. Pace | 41,252 | * | ||||||
| Bradley L. Radoff(2) | 429,974 | 2.02 | % | |||||
| Waheed Zaman | 40,636 | * | ||||||
| Terry O’Brien | 0 | * | ||||||
| Named Executive Officers: | ||||||||
| D. Deverl Maserang II(3) | 334,849 | 1.57 | % | |||||
| Jared G. Vitemb(4) | 33,850 | * | ||||||
| John E. Moore III(5) | 32,272 | * | ||||||
| Tom Bauer(6) | 23,993 | * | ||||||
| All directors and current executive officers as a group (9 individuals): | 697,738 | 3.28 | % | |||||
| Greater than 5% Stockholders: | ||||||||
| Mario J. Gabelli, GAMCO Investors, Inc. and Affiliated Parties (7) | 1,541,692 | 7.25 | % | |||||
| James C. Pappas, Aron R. English, and Affiliated Parties(8) | 1,965,797 | 9.24 | % | |||||
| Farmer Bros. Co. 401(k) Plan(9) | 2,305,809 | 10.84 | % | |||||
* Less than 1%
| (1) | Percent of class is calculated based on 21,268,223 outstanding shares of Common Stock, plus securities deemed outstanding pursuant to Rule 13d-3(d)(1) under the Exchange Act, as of October 1, 2024 and may differ from the percent of class reported in statements of beneficial ownership filed with the SEC. |
| (2) | Includes 280,000 shares of common stock held directly by Mr. Radoff and 125,000 shares of Common Stock held indirectly by Mr. Radoff through The Radoff Family Foundation. The principal address of The Radoff Family Foundation is 2727 Kirby Drive, Unit 29L, Houston, Texas 77098. |
| (3) | Includes 10,090 shares of Common Stock held indirectly by Mr. Maserang through the Company’s 401(k), rounded to the nearest whole share. |
| (4) | Includes 15,000 restricted stock units held directly by Mr. Vitemb that will vest within 60 days of October 1, 2024. Also includes 8,558 shares of Common Stock held indirectly by Mr. Vitemb through the Company’s 401(k). |
| (5) | Includes 15,000 restricted stock units held directly by Mr. Moore that will vest within 60 days of October 1, 2024. Also includes 1,484 shares of Common Stock held indirectly by Mr. Moore through the Company’s 401(k). |
| (6) | Includes 15,000 restricted stock units held directly by Mr. Bauer that will vest within 60 days of October 1, 2024. |
| (7) | Based solely on an amendment to Schedule 13D filed on February 9, 2024, according to which (i) Mario J. Gabelli may be deemed to beneficially own 1,541,692 of these shares, (ii) Gabelli Funds, LLC may be deemed to beneficially own 286,583 of these shares, (iii) GAMCO Asset Management, Inc. may be deemed to beneficially own 779,300 of these shares and (iv) Teton Advisors, Inc. may be deemed to beneficially own 475,809 of these shares. The principal address of each of the aforementioned parties is One Corporate Center, Rye, New York 10580. |
| (8) | Based solely on an amendment to Schedule 13D filed on August 16, 2024, according to which (i) Aron R. English may be deemed to beneficially own 1,964,536 of these shares, (ii) 22NW Fund, LP, 22NW, LP, 22NW Fund GP, LLC, and 22NW GP, Inc. may each be deemed to beneficially own 1,955,526 of these shares, and (iii) Bryson O. Hirai-Hadley may be deemed to beneficially own 1,261 of these shares. The principal address of each of Aron R. English, 22NW Fund, LP, 22NW, LP, 22NW Fund GP, LLC, 22NW GP, Inc. and Bryson O. Hirai-Hadley is 590 1st Ave. S, Unit C1, Seattle, Washington 98104. |
| (9) | This information is based on the Company’s records and includes 2,305,809 shares of Common Stock that are held in the 401(k) and allocated to a participant’s account (“allocated shares”) as of October 1, 2024, and includes the 25,988 shares of Common Stock beneficially owned by the Company’s executive officers. The 401(k) Trustee votes allocated shares as directed by such participant or beneficiary of the 401(k). The present member of the Administrative Committee of the Farmer Bros. Co. Qualified Employee Retirement Plans (the “Management Administrative Committee”), which administers the 401(k), is Mr. Vitemb. Each member of the Management Administrative Committee disclaims beneficial ownership of the securities held by the 401(k) except for those, if any, that have been allocated to the member as a participant in the 401(k). The principal address of the 401(k) is c/o Farmer Bros. Co., 1912 Farmer Brothers Drive, Northlake, Texas 76262. |
| ITEM 13. | Certain Relationships and Related Transactions, and Director Independence |
Review and Approval of Related Person Transactions
Under the Company’s written Policies and Procedures for the Review, Approval or Ratification of Related Person Transactions, a related person transaction may be consummated or may continue only if the Audit Committee approves or ratifies the transaction in accordance with the guidelines set forth in the policy. The policy applies to:
(i) any person who is, or at any time since the beginning of the Company’s last fiscal year was, a director, nominee for director or executive officer of the Company; (ii) any person who is known to be the beneficial owner of more than 5% of any class of the Company’s voting securities; and (iii) any immediate family member, as defined in the policy, of, or sharing a household with, any of the foregoing persons. For purposes of the policy, a related person transaction includes, but is not limited to, any financial transaction, arrangement or relationship or any series of similar transactions, arrangements or relationships, specifically including indebtedness and guarantees of indebtedness and transactions involving employment, consulting or similar arrangements, between the Company and any of the foregoing persons since the beginning of the Company’s last fiscal year, or any currently proposed transaction in which the Company was or is to be a participant or a party, in which the amount involved exceeds $120,000, and in which any of the foregoing persons had or will have a direct or indirect material interest.
The Company will maintain a related person master list to assist in identifying related person transactions, which will be distributed by the Company’s General Counsel to the Company’s executive officers; the function or department managers responsible for purchasing goods or services for the Company and its subsidiaries; the director of accounts payable and the director of accounts receivable for the Company and its subsidiaries; and any other persons whom the Audit Committee, the Chief Compliance Officer or the General Counsel may designate.
Upon referral by the Chief Compliance Officer, General Counsel or Secretary of the Company, any proposed related person transaction will be reviewed by the Audit Committee for approval or disapproval based on the following:
| · | The materiality of the related person’s interest, including the relationship of the related person to the Company, the nature and importance of the interest to the related person, the amount involved in the transaction, whether the transaction has the potential to present a conflict of interest, whether there are business reasons for the Company to enter the transaction, and whether the transaction would impair the independence of any independent director; |
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| · | Whether the terms of the transaction, in the aggregate, are comparable to those that would have been reached by unrelated parties in an arm’s length transaction; |
| · | The availability of alternative transactions, including whether there is another person or entity that could accomplish the same purposes as the transaction and, if alternative transactions are available, there must be a clear and articulable reason for the transaction with the related person; |
| · | Whether the transaction is proposed to be undertaken in the ordinary course of the Company’s business, on the same terms that the Company offers generally in transactions with persons who are not related persons; and |
| · | Such additional factors as the Audit Committee determines relevant. |
Following review, the Audit Committee will approve or ratify in writing any related person transaction determined by the Audit Committee to be in, or not inconsistent with, the best interests of the Company and its stockholders.
The Audit Committee may impose conditions or guidelines on any related person transaction, including, but not limited to: (i) conditions relating to on-going reporting to the Audit Committee and other internal reporting; (ii) limitations on the amount involved in the transaction; (iii) limitations on the duration of the transaction or the Audit Committee’s approval of the transaction; and (iv) other conditions for the protection of the Company and to avoid conferring an improper benefit, or creating the appearance of a conflict of interest. Any member of the Audit Committee who has or whose immediate family member has an interest in the transaction under discussion will abstain from voting on the approval of the related person transaction, but may, if so requested by the Chair of the Audit Committee, participate in some or all of the Audit Committee’s discussions of the related person transaction.
The Audit Committee will direct the Company’s executive officers to disclose all related person transactions approved by the Audit Committee to the extent required under applicable accounting rules, Federal securities laws, SEC rules and regulations, and Nasdaq Listing Rules.
Related Person Transactions
The Company did not have any related person transactions in fiscal 2024.
Director Independence
At least annually and in connection with any individuals being nominated to serve on the Board, the Board reviews the independence of each director or nominee, including pursuant to Rule 5605 of the Nasdaq Listing Rules, and affirmatively determines whether each director or nominee qualifies as independent. This review includes the submission of responses to a thorough questionnaire by each of our directors or director nominees.
The Board believes that stockholder interests are best served by having a number of objective, independent representatives on the Board. For this purpose, a director or nominee will be considered to be “independent” only if the Board affirmatively determines that the director or nominee has no relationship with respect to the Company that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Additionally, pursuant to Rule 5605 of the Nasdaq Listing Rules, our Board must determine that an independent director has no material relationship with us other than as a director. The standards specify the criteria by which the independence of our directors will be determined, including strict guidelines for directors and their immediate families with respect to past employment or affiliation with us or our independent registered public accounting firm. The standards also prohibit Audit Committee members from having any direct or indirect financial relationship with us and restrict both commercial and not-for-profit relationships between us and each director. We may not give personal loans or extensions of credit to our directors, and all directors are required to deal at arm’s length with us and our subsidiaries, and to disclose any circumstance that might be perceived as a conflict of interest.
In making its independence determinations, the Board reviewed transactions, relationships, behavior and arrangements between each director and nominee, or any member of his or her immediate family, and us or our subsidiaries based on information provided by the director or nominee, our records and publicly available information. The Board made the following independence determinations (the transactions, relationships and arrangements reviewed by the Board in making such determinations are set forth in the footnotes below):
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| Director | Status | |
| Stacy Loretz-Congdon | Independent | |
| John E. Moore, III | Not Independent(1) | |
| Terence C. O’Brien | Independent | |
| David A. Pace | Independent | |
| Bradley L. Radoff | Independent | |
| Waheed Zaman | Independent |
| (1) | Mr. Moore serves as the Company’s President and Chief Executive Officer. |
| ITEM 14. | Principal Accountant Fees and Services |
Audit Committee Report
The Audit Committee has reviewed and discussed with management the Company’s audited consolidated financial statements as of and for the fiscal year ended June 30, 2024.
The Audit Committee has discussed with the Company’s independent registered public accounting firm, Grant Thornton LLP (“Grant Thornton”) (Dallas, Texas, PCAOB ID Number 248), the matters required to be discussed by the Statement on Auditing Standards No. 16, “Communications with Audit Committees,” as adopted by the Public Company Accounting Oversight Board.
The Audit Committee has received the written disclosures and the letter from Grant Thornton required by applicable requirements of the Public Company Accounting Oversight Board regarding Grant Thornton’s communications with the Audit Committee concerning independence, and has discussed with Grant Thornton that firm’s independence.
Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements referred to above be included in the Company’s 2024 Form 10-K for filing with the SEC.
Audit Committee of the Board of Directors
Stacy Loretz-Congdon, Chair
Bradley L. Radoff
Waheed Zaman
Independent Registered Public Accounting Firm Fees
The following table sets forth the aggregate fees billed by Grant Thornton for fiscal 2023 and 2024, respectively, for audit and non-audit services (as well as all “out-of-pocket” costs incurred in connection with these services) and are categorized as Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees. The nature of the services provided in each such category is described following the table. The Audit Committee approved all audit and permissible non-audit services provided by Grant Thornton in accordance with the pre-approval policies and procedures described below.
| Fiscal 2024 Grant Thornton | Fiscal 2023 Grant Thornton | |||||||
| Audit fees(1) | $ | 722,653 | $ | 783,836 | ||||
| Audit-related fees(2) | $ | 0 | $ | 0 | ||||
| Tax fees(3) | $ | 0 | $ | 0 | ||||
| All other fees(4) | $ | 0 | $ | 0 | ||||
| Total fees | $ | 722,653 | $ | 783,836 | ||||
| (1) | “Audit Fees” are fees paid for the audit of the Company’s annual consolidated financial statements included in its Form 10-K and review of financial statements included in the Form 10-Q’s, for the audit of the Company’s internal control over financial reporting, and for services that are normally provided by the auditor in connection with statutory and regulatory filings or engagements. Audit fees for fiscal 2023 and fiscal 2024 consisted of fees associated with the audit of the Company’s annual financial statements, the audit of internal control over financial reporting, the review of the Company’s quarterly reports on Form 10-Q, services associated with SEC registration statements, and accounting advisory services in connection with the impact of new accounting standards. |
| (2) | “Audit-Related Fees” represent fees for assurance and related services that are traditionally performed by Grant Thornton. No audit-related fees were paid to Grant Thornton for fiscal 2023 or fiscal 2024. |
| (3) | “Tax Fees” are fees for tax compliance, planning, advice and consultation services, including state tax representation and miscellaneous consulting on federal and state taxation matters. No tax fees were paid to Grant Thornton for fiscal 2023 or fiscal 2024. |
| (4) | No other fees were paid to Grant Thornton for fiscal 2023 or fiscal 2024. |
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Pre-Approval of Audit and Non-Audit Services
Under the Farmer Bros. Co. Audit and Non-Audit Services Pre-Approval Policy, the Audit Committee must pre-approve all audit and non-audit services provided by the independent auditor. The policy, as described below, sets forth the procedures and conditions for such pre-approval of services to be performed by the independent auditor. The policy utilizes both a framework of general pre-approval for certain specified services and specific pre-approval for all other services. Unless a type of service has received general pre-approval, it will require specific pre-approval by the Audit Committee if it is to be provided by the independent auditor. Any proposed services exceeding pre-approved cost levels or budgeted amounts will also require specific pre-approval by the Audit Committee.
In the first quarter of each year, the Audit Committee is asked to pre-approve the engagement of the independent auditor and the projected fees for audit services for the current fiscal year. The Audit Committee is also asked to provide general pre-approval for certain audit-related services (assurance and related services that are reasonably related to the performance of the auditor’s review of the financial statements or that are traditionally performed by the independent auditor) and tax services (such as tax compliance, tax planning and tax advice) for the current fiscal year consistent with the SEC’s rules on auditor independence. If the Company wishes to engage the independent auditor for additional services that have not been generally pre-approved as described above, then such engagement will be presented to the Audit Committee for pre-approval at its next regularly scheduled meeting. Pre-approval of any engagement by the Audit Committee is required before the independent auditor may commence any engagement.
In fiscal 2024, there were no fees paid to Grant Thornton under a de minimis exception to the rules that waive pre-approval for certain non-audit services.
PART IV
| ITEM 15. | Exhibits and Financial Statement Schedules |
(a) List of Financial Statements and Financial Statement Schedules:
The consolidated financial statements filed as part of this report are indexed in the table of contents of the Original Filing and incorporated by reference to the Original Filing. Financial Statement Schedules have been omitted, since they are either not applicable, not required or the information is included elsewhere herein.
(b) Exhibits:
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43
44
45
46
47
48
* Management contract or compensatory plan or arrangement.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| FARMER BROS. CO. | ||
| By: | /s/ John E. Moore III | |
| John E. Moore III | ||
| President and Chief Executive Officer | ||
| October 25, 2024 | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| /s/ John E. Moore III | Interim Chief Executive Officer (principal executive officer) | October 25, 2024 | ||
| John E. Moore III | ||||
| /s/ Vance Fisher | Chief Financial Officer (principal financial officer) | October 25, 2024 | ||
| Vance Fisher | ||||
| /s/ Matthew Coffman | Vice President and Controller (principal accounting officer) | October 25, 2024 | ||
| Matthew Coffman | ||||
| /s/ David A. Pace | Chairman of the Board | October 25, 2024 | ||
| David A. Pace | ||||
| /s/ Terence C. O’Brien | Director | October 25, 2024 | ||
| Terence C. O’Brien | ||||
| /s/ Stacy Loretz-Congdon | Director | October 25, 2024 | ||
| Stacy Loretz-Congdon | ||||
| /s/ Bradley L. Radoff | Director | October 25, 2024 | ||
| Bradley L. Radoff | ||||
| /s/ Waheed Zaman | Director | October 25, 2024 | ||
| Waheed Zaman |
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