Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective as of September 8, 2021 (the “Effective Date”), Steven Goodweather, Vice President and Chief Financial Officer of Luby’s, Inc. (the “Company”), resigned from the Company. There was no disagreement between Mr. Goodweather and the Company.
On September 1, 2021, the Board of Directors of the Company (the “Board”) appointed Eric Montague as Interim Chief Financial Officer of the Company effective as of the Effective Date. Mr. Montague, 52, has been the Chief Financial Officer of Winthrop Capital Advisors, LLC (“Winthrop”) since 2017. Winthrop provides various management services to the Company and Mr. Montague will continue to serve in his position at Winthrop. Prior to joining Winthrop, Mr. Montague was an audit partner in the CPA firm, CohnReznick, from 2014-2017. Mr. Montague is a CPA.
In connection with Mr. Montague’s appoint as Interim Chief Financial Officer, the Company and Winthrop entered into an agreement (the “Agreement”), pursuant to which the Company will pay Winthrop a monthly fee of $10,000 for so long as Mr. Montague serves as the Company’s Interim Chief Financial Officer. The Company and Winthrop previously entered into a consulting agreement, pursuant to which Winthrop provides consulting services related to the Company’s adoption of the liquidation basis of accounting and an agreement providing for the services of the Company’s Interim Chief Executive Officer and President.
Additionally, on August 31, 2021, the Company and Mr. Goodweather entered into a final separation agreement and release (the “Separation Agreement”). The Separation Agreement provides that Mr. Goodweather will be entitled to receive a lump sum amount equal to 100% of his base salary pursuant to Mr. Goodweather’s Severance Protection Agreement and the immediate vesting of 16,000 shares of restricted stock. Mr. Goodweather will also be eligible to receive an additional $12,500 in cash and 8,000 shares of restricted stock, which shares will vest immediately, if a sale of the Company’s Culinary Contract Services business occurs within 180 days of the Effective Date.
Mr. Montague has no family relationships with any current director, director nominee, or executive officer of the Company, and there are no transactions or proposed transactions, to which the Company is a party, or intended to be a party, in which Mr. Montague has, or will have, a material interest subject to disclosure under Item 404(a) of Regulation S-K except as described herein.