Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Chief Financial Officer
On June 4, 2021, Beyond Meat, Inc. (the "Company") announced the appointment of
Philip E. Hardin, as Chief Financial Officer of the Company. Mr. Hardin is
expected to join the Company on July 12, 2021. Mr. Hardin, age 46, has served as
Vice President, Finance at Amazon Advertising, since March 2019 and Director,
Finance, Amazon Advertising from August 2017 to March 2019. Mr. Hardin also
served in various other roles at Amazon's business divisions, including
Director, Finance for EU Customer Fulfillment from February 2016 to August 2017
and Director, Investor Relations for Amazon.com from May 2014 to February 2016.
He was also Director, Finance, for Kindle Content & Digital Subsidiaries from
October 2011 to May 2014.
Mr. Hardin will receive an initial base salary of $440,000 per year, a one-time
sign-on cash bonus of $400,000 and a settling-in payment of $125,000. The
sign-on cash bonus and settling-in payment must be repaid on a pro-rata basis if
Mr. Hardin does not remain employed by the Company through the one-year
anniversary of his start date. He will also receive payment of or reimbursement
for relocation expenses of up to $150,000 plus additional payment(s) equal to
the tax withholding due on such relocation payments and such additional
payments. Mr. Hardin will have the opportunity to earn an annual bonus, which
for 2021 has a target amount of 60% of his 2021 base salary, pro-rated based on
his start date with the Company.
Subject to the approval of the Human Capital Management and Compensation
Committee of the Company's Board of Directors (the "Compensation Committee"),
Mr. Hardin will be granted an option under the Company's 2018 Equity Incentive
Plan (the "Plan") to purchase shares of the Company's common stock valued at
$1,875,000. The exercise price per share applicable to the option will be no
less than the per share fair market value of the Company's common stock on the
grant date. The shares subject to the option will vest 25% on the 12-month
anniversary of Mr. Hardin's start date and 1/48th monthly thereafter, subject to
Mr. Hardin's continuous service through each vesting date. In addition, subject
to the approval of the Compensation Committee, Mr. Hardin will receive a
restricted stock unit award under the Plan ("RSUs") covering shares of the
Company's common stock valued at $1,875,000. The RSUs will vest 25% on the
12-month anniversary of Mr. Hardin's start date and 1/16th quarterly thereafter,
subject to Mr. Hardin's continuous service through each vesting date.
Subject to the approval of the Compensation Committee, Mr. Hardin will be
granted in 2022 an additional option to purchase shares of the Company's common
stock valued at $1,500,000, vesting monthly over
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four years on each anniversary of the grant date, and an additional award of
RSUs valued at $1,500,000, vesting quarterly over four years on each anniversary
of the grant date, in each case subject to Mr. Hardin's continuous service
through each vesting date.
Any option value will be converted into shares subject to an option by dividing
the option value by the closing price of the Company's common stock on the date
of grant, then multiplying by two and rounding up to the nearest whole number of
shares. Any RSU value will be converted into shares subject to an RSU by
dividing the RSU value by the closing price of the Company's common stock on the
date of grant, rounding up to the nearest whole number of shares.
The foregoing description of Mr. Hardin's employment terms is qualified in its
entirety by reference to the full text of his offer letter, a copy of which is
filed as Exhibit 10.1 attached hereto, and the terms of which are incorporated
herein by reference.
Mr. Hardin will be eligible for certain change in control severance benefits
pursuant to the Company's form of Executive Change in Control Severance
Agreement, including salary and benefits continuation and accelerated equity
award vesting in certain circumstances. Mr. Hardin will also enter into the
Company's standard form of indemnification agreement. Pursuant to the terms of
the indemnification agreement, the Company may be required, among other things,
to indemnify Mr. Hardin for certain expenses, including attorneys' fees,
judgments, fines and settlement amounts incurred by him in any action or
proceeding arising out of his service as an officer of the Company.
Mr. Hardin has no family relationships that require disclosure pursuant to Item
401(d) of Regulation S-K and has not been involved in any transactions that
require disclosure pursuant to Item 404(a) of Regulation S-K. There is no
arrangement or understanding between Mr. Hardin and any other person pursuant to
which Mr. Hardin was named Chief Financial Officer of the Company.
A press release announcing Mr. Hardin's appointment is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
Muth Consulting
As previously disclosed, Charles Muth, the Company's Chief Growth Officer,
retired effective June 4, 2021. Commencing June 5, 2021, Mr. Muth began
providing transition services to the Company and will continue vesting in his
outstanding equity awards for so long as his service with the Company continues.
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Item 9.01 Financial Statements and Exhibits.
Exhibit Number Description
10.1 Offer Letter dated June 4, 2021 between the Company and Philip E.
Hardin.
99.1 Press release dated June 4, 2021.
104 Cover Page Interactive Data File (embedded within the inline XBRL
document).
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