Escalade Inc. Reports Director Changes and Compensatory Arrangements

TL;DR

Board shakeup at Escalade: Harrington out, O'Malley in. New pay details for execs.

AI Summary

Escalade, Inc. filed an 8-K on February 6, 2025, reporting on the departure of director Patrick J. Harrington, Jr. and the election of new director Michael T. O'Malley. The filing also disclosed compensatory arrangements for certain officers and included financial statements and exhibits.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy or governance, impacting investor confidence and future performance.

Risk Assessment

Risk Level: low — The filing primarily concerns routine corporate governance matters such as director changes and compensation disclosures, which typically carry low inherent risk.

Key Players & Entities

• Escalade, Inc. (company) — Registrant
• Patrick J. Harrington, Jr. (person) — Departing Director
• Michael T. O'Malley (person) — Newly Elected Director
• February 6, 2025 (date) — Filing Date

FAQ

Key Financial Figures

• $500,000 — on and benefits: Annual base salary of $500,000, pro-rated for the Company's 2025 fisca
• $300,000 — 2025, subject to a minimum guarantee of $300,000. Mr. Boehm's annual cash bonus in 2026
• $500,000 b — s") having a fair market value equal to $500,000 based on the trailing 30-day volume weigh
• $330,000 — t with the Company. A signing bonus of $330,000 payable upon commencement of employment
• $225,000 — incurred, up to an aggregate amount of $225,000, to assist Mr. Boehm in moving his fami

Filing Documents

• esca20250205_8k.htm (8-K) — 44KB
• ex_775229.htm (EX-10.1) — 178KB
• ex_775230.htm (EX-10.2) — 138KB
• ex_775231.htm (EX-99.1) — 13KB
• 0001437749-25-003047.txt ( ) — 588KB
• esca-20250206.xsd (EX-101.SCH) — 3KB
• esca-20250206_def.xml (EX-101.DEF) — 11KB
• esca-20250206_lab.xml (EX-101.LAB) — 15KB
• esca-20250206_pre.xml (EX-101.PRE) — 11KB
• esca20250205_8k_htm.xml (XML) — 3KB

Forward-Looking Statements

Forward-Looking Statements This report contains forward-looking statements relating to present or future trends or factors that are subject to risks and uncertainties. These risks include, but are not limited to: our plans and expectations surrounding the transition to, timing, compensation and roles of Armin Boehm becoming our new Chief Executive Officer and Walter P. Glazer's retirement; Escalade's ability to achieve its business objectives; Escalade's ability to successfully achieve the anticipated results of strategic transactions, including the integration of the operations of acquired assets and businesses and of divestitures or discontinuances of certain operations, assets, brands, and products; the continuation and development of key customer, supplier, licensing and other business relationships; Escalade's ability to develop and implement our own direct to consumer e-commerce distribution channel; the impact of competitive products and pricing; product demand and market acceptance; new product development; Escalade's ability to successfully negotiate the shifting retail environment and changes in consumer buying habits; the financial health of our customers; disruptions or delays in our business operations, including without limitation disruptions or delays in our supply chain, arising from political unrest, war, terrorism, labor strikes, natural disasters, public health crises such as the coronavirus pandemic, and other events and circumstances beyond our control; the impact of management's conclusion, in consultation with the Audit Committee, that material weaknesses existed in the Company's internal control procedures over financial reporting; the evaluation and implementation of remediation efforts designed and implemented to enhance the Company's control environment, which remediation efforts are ongoing; the potential identification of one or more additional material weaknesses in the Company's internal control of which the Company is not currently

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On February 6, 2025, the Company issued a press release announcing the matters described in Item 5.02. A copy of the Company's press release is being furnished as Exhibit 99.1 to this Form 8-K. The information (including Exhibit 99.1) being furnished pursuant to this Item 7.01 shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit Description 10.1 Offer Letter executed January 31, 2025, by and between Armin Boehm and Escalade, Incorporated 10.2 Executive Severance Agreement executed January 31, 2025, to be effective as of April 1, 2025, by and between Armin Boehm and Escalade, Incorporated 99.1 Press release dated February 6, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Escalade, Incorporated has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: February 6, 2025 ESCALADE, INCORPORATED By: /s/ STEPHEN R. WAWRIN Stephen R. Wawrin, Vice President and Chief Financial Officer 5

View Full Filing

View this 8-K filing on SEC EDGAR