Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Denise A. Paulonis as Chief Financial Officer
On January 7, 2020, Sprouts Farmers Market, Inc. ("Sprouts" or the "Company")
announced the appointment of Denise A. Paulonis as the Company's Chief Financial
Officer and Treasurer, effective February 21, 2020. Ms. Paulonis will act as the
Company's principal financial and accounting officer.
Ms. Paulonis, age 47, most recently served as Executive Vice President and Chief
Financial Officer of The Michaels Companies ("Michaels"), the largest arts and
crafts specialty retailer in North America, from August 2016 to January
2020. Ms. Paulonis previously served Michaels as Senior Vice President of
Finance from November 2015 to August 2016 and Vice President of Investor
Relations, Treasury and Corporate Finance from September 2014 to November 2015.
Prior to joining Michaels, Ms. Paulonis held various senior level positions with
PepsiCo, including Vice President of Financial Planning and Analysis of the
Frito Lay division from August 2013 to September 2014, Vice President of Finance
and Strategy of PepsiCo U.S. Sales from January 2011 to July 2013, and Vice
President of Corporate Strategy and Development from August 2009 to January
2011. Prior to joining PepsiCo, Ms. Paulonis held various senior positions with
McKinsey & Company from February 2006 to July 2009 and Bank of America from
August 2004 to December 2005. Ms. Paulonis has also served on the Board of
Directors of Sally Beauty Holdings, Inc. since May 2018.
The Company entered into an offer letter with Ms. Paulonis providing for the
terms of her employment with the Company (the "Paulonis Offer Letter"). The
Paulonis Offer Letter provides for an annualized base salary of $650,000,
short-term incentive bonus potential targeted at 75% of Ms. Paulonis's base
salary (with a maximum of 150% of base salary), annual equity awards valued at
1.0 times Ms. Paulonis's base salary comprised 50% of time-based restricted
stock units ("RSUs") and 50% performance share awards, pursuant to the Company's
long-term incentive plan established by the Compensation Committee of the
Company's Board of Directors, and a one-time equity award grant of $750,000,
comprised 100% of RSUs. The Paulonis Offer Letter further provides that Ms.
Paulonis will receive a sign-on cash award of $250,000 and relocation
reimbursement and is eligible to participate in the Company's Amended and
Restated Executive Severance & Change-in-Control Plan, along with the Company's
health, welfare and 401(k) plans.
The foregoing description of the Paulonis Offer Letter does not purport to be
complete and is qualified in its entirety by reference to the complete text of
the Paulonis Offer Letter, filed as Exhibit 10.1 to this Current Report
on Form 8-K and is incorporated herein by reference.
There are no arrangements or understandings pursuant to which Ms. Paulonis was
appointed as Chief Financial Officer and Treasurer.
Effective upon Ms. Paulonis's appointment as Chief Financial Officer and
Treasurer on February 21, 2020, Lawrence ("Chip") P. Molloy will step down as
Interim Chief Financial Officer and Treasurer, but will remain with the Company
in his capacity as an independent member of its Board of Directors.
On January 7, 2020, the Company issued a press release announcing the
aforementioned changes. A copy of the press release is furnished as Exhibit 99.1
to this Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
10.1 Offer Letter from Sprouts Farmers Market, Inc. to Denise Paulonis
99.1 Press release of Sprouts Farmers Market, Inc., dated January 7, 2020,
entitled "Sprouts Farmers Market, Inc. Announces New Chief Financial
Officer"
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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