Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Herr Transition
On September 21, 2022, Weber Inc. (the “Company”) and Hans-Jurgen Herr agreed to a change in his role and responsibilities, and as a result he transitioned to a new role as Senior Vice President – Global Brand and Consumer Experience. In his new role, Mr. Herr will lead the Company’s brand council but will not serve on the Company’s senior leadership team. Based on this change in role, on September 21, 2022 the Board of Directors (the “Board”) of the Company also determined that he is no longer an “executive officer” for purposes of the Securities Exchange Act of 1934.
As part of a planned retirement and following his years of significant contributions to the Company, Mr. Herr will leave the Company on September 30, 2023. Under his contract, the Company is required to send a notice to confirm his planned exit on or before September 30, 2022. To this end, the Company sent such notice to Mr. Herr on September 27, 2022.
Matula Employment Agreement
In addition, on September 23, 2022, Alan D. Matula entered into an employment agreement with the Company relating to his employment as Interim Chief Executive Officer of the Company. The employment agreement provides for (a) an initial base salary of $925,000, (b) an annual target cash bonus opportunity of 100% of base salary (prorated for 2022), (c) eligibility to receive equity awards under the Company’s Omnibus Incentive Plan (the “Incentive Plan”) and (d) participation in the Company’s retirement and health and welfare benefits. In addition, the employment agreement provides that (a) if Mr. Matula is terminated by the Company without cause or by him for good reason (each as defined in the employment agreement), other than within 24 months following a change in control (as defined in the Incentive Plan), he will be entitled to receive, subject to his execution of a general release of claims, (i) 18 months of salary continuation, (ii) a lump sum pro rata target annual bonus for the year of termination and (iii) 12 months of continued participation in the Company’s health plan at active employee rates and (b) if Mr. Matula’s employment is terminated by the Company without cause or by him for good reason within 24 months following a change in control, instead of the payments described in clause (a) above, he will be entitled to receive, subject to his execution of a general release of claims, (i) a lump sum payment equal to 18 months of base salary, (ii) an amount equal to the greater of (x) the annual bonus that he earned for the year prior to the year of termination and (y) his target annual bonus, (iii) 12 months of continued participation in the Company’s health plan at active employee rates and (iv) full vesting of any equity awards held by him (provided that any performance-based equity awards will vest at “target” level). As part of the employment agreement, Mr. Matula also executed a restrictive covenant agreement containing 12-month post-termination non-competition restrictions, 12-month post-termination customer and employee non-solicitation restrictions, perpetual confidentiality restrictions, non-disparagement restrictions and invention assignment restrictions.