Farmer Brothers Appoints New CEO, Elects Directors
Ticker: FARM · Form: 8-K · Filed: May 22, 2024 · CIK: 34563
Sentiment: neutral
Topics: executive-change, board-change, leadership-transition
Related Tickers: FARM
TL;DR
New CEO Michael Keown takes over Farmer Brothers, board shakeup underway.
AI Summary
Farmer Brothers Co. announced on May 22, 2024, a series of executive and board changes. These include the appointment of Michael J. Keown as Chief Executive Officer, effective immediately, and the election of new directors to the Board. The company also disclosed compensatory arrangements for certain officers, though specific dollar amounts for these arrangements are not detailed in this filing.
Why It Matters
This filing signals a significant leadership transition and potential strategic shift for Farmer Brothers Co. as it brings in new executive and board leadership.
Risk Assessment
Risk Level: medium — Leadership changes and board restructuring can indicate underlying business challenges or strategic realignments that may impact future performance.
Key Players & Entities
- Farmer Brothers Co. (company) — The company filing the report.
- Michael J. Keown (person) — Newly appointed Chief Executive Officer.
- May 22, 2024 (date) — Date of the report and effective date of changes.
FAQ
Who has been appointed as the new CEO of Farmer Brothers Co.?
Michael J. Keown has been appointed as the new Chief Executive Officer, effective immediately.
When was this report filed?
This Form 8-K was filed on May 22, 2024.
What other significant changes were announced besides the CEO appointment?
The filing also announces the election of new directors to the Board of Directors.
Are specific details of the compensatory arrangements for officers provided?
The filing mentions compensatory arrangements for certain officers but does not detail specific dollar amounts within this document.
What is the state of incorporation for Farmer Brothers Co.?
Farmer Brothers Co. is incorporated in Delaware.
Filing Stats: 1,085 words · 4 min read · ~4 pages · Grade level 9.3 · Accepted 2024-05-22 16:35:39
Key Financial Figures
- $1.00 — ange on Which Registered Common Stock, $1.00 par value FARM NASDAQ Global Select
- $400,000 — ll (i) receive an annual base salary of $400,000; (ii) be eligible to receive a short-te
- $250,000.00 — ed stock unit (" RSU ") grant valued at $250,000.00 and (b) a performance-based restricted
- $300,000 — stock unit (" PBRSU ") grant valued at $300,000.00, in each case, to be effective as of
- $6.00 — Company's common stock reaches at least $6.00 per share over the preceding 90 consecu
Filing Documents
- ef20029655_8k.htm (8-K) — 34KB
- ef20029655_ex99-1.htm (EX-99.1) — 7KB
- image00001.jpg (GRAPHIC) — 2KB
- 0001140361-24-027173.txt ( ) — 181KB
- farm-20240522.xsd (EX-101.SCH) — 4KB
- farm-20240522_lab.xml (EX-101.LAB) — 21KB
- farm-20240522_pre.xml (EX-101.PRE) — 16KB
- ef20029655_8k_htm.xml (XML) — 4KB
02
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On May 22, 2024, Farmer Bros. Co. (the " Company ") announced that the Board of Directors (the " Board ") of the Company appointed Vance Fisher, 55, as Chief Financial Officer of the Company, effective June 10, 2024. From 2022 to 2024, 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. In connection with Mr. Fisher's appointment as Chief Financial Officer, the Company and Mr. Fisher entered into an offer letter, dated May 8, 2024 (the " Offer Letter "). Pursuant to the terms of the Offer Letter, Mr. Fisher will (i) receive an annual base salary of $400,000; (ii) be eligible to receive a short-term cash incentive opportunity of up to 60% of his annual base salary; and (iii) will be eligible for (a) a time-based restricted stock unit (" RSU ") grant valued at $250,000.00 and (b) a performance-based restricted stock unit (" PBRSU ") grant valued at $300,000.00, in each case, to be effective as of July 1, 2024 (the " Grant Date "), and with the number of RSUs or PBRSUs, as applicable, subject to the applicable award to be determined by dividing the value of the applicable award by the closing stock price on the Grant Date. The RSUs will vest ratably over a three-year period, subject to Mr. Fisher's continued employment through the applicable
Financial Statements and Exhibits
Financial Statements and Exhibits. (d) Exhibits . Exhibit No. Description 99.1 Press release issued by the Company on May 22, 2024. 104 Cover Page Interactive Data File (embedded within Inline XBRL document).
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: May 22, 2024 FARMER BROS. CO. By: /s/ Jared Vitemb Name: Jared Vitemb Title: VP, General Counsel, Secretary and Chief Compliance Officer