|
|
Item 5.02
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
|
|
|
(b)
|
Retirement of Susan C. O’Farrell
|
On March 6, 2020, Susan C. O’Farrell, Senior Vice President,
Chief Financial Officer, and Treasurer of BlueLinx Holdings Inc. (“BlueLinx” or “the Company”), notified
the Company of her decision to retire, effective April 12, 2020.
In connection with Ms. O’Farrell’s retirement, the
Company and Ms. O’Farrell entered into a separation agreement, dated March 9, 2020, pursuant to which, among other things,
the Company confirmed that Ms. O’Farrell would receive the post-employment compensation and benefits provided for under her
employment agreement on account of a “termination without cause” or a “termination for good reason”, neither
of which qualifies as a “change in control termination”. In addition, the Company agreed that one-third of her 2019
time-based restricted stock unit award will continue to vest and become non-forfeitable on June 7, 2020, and that her remaining
unvested restricted stock unit awards would vest or be forfeited in accordance with the terms of her employment agreement and applicable
equity award agreements. Under the separation agreement, Ms. O’Farrell also confirmed the continued effectiveness of all
existing restrictive covenants applicable to her under her employment agreement, and entered into a general release in favor of
the Company.
|
|
(c)
|
Appointment of Kelly C. Janzen as Senior Vice President,
Chief Financial Officer, and Treasurer
|
The Company’s Board of Directors appointed Kelly C. Janzen
to serve as the Company’s Senior Vice President, Chief Financial Officer, and Treasurer, effective April 13, 2020.
Ms. Janzen, 46, is the Chief Accounting Officer of WestRock
Company, a role she began in November 2017 and in which she will serve until she joins the Company. She previously served as WestRock’s
Senior Vice President – Accounting from August 2017 to November 2017. Prior to joining WestRock, she served as Vice President,
Controller, and Chief Accounting Officer for Baker Hughes Inc. from September 2016 to July 2017, as Vice President Finance and
Chief Accounting Officer for McDermott International Inc. from December 2014 to August 2016, and in various leadership roles within
the Controllership function with General Electric from February 2002 to November 2014. Ms. Janzen received her Bachelor of Science
degree in Accounting from Louisiana State University.
In connection with her appointment, the Company and Ms. Janzen
entered into an employment agreement, dated March 2, 2020, under which she will receive an annual base salary of $475,000 and a
sign-on bonus of $50,000. Ms. Janzen will also participate in the Company’s Short-Term Incentive Plan with a total annual
cash target bonus opportunity of 80% of her base salary. For 2020, Ms. Janzen’s cash bonus will be pro-rated to equal 75%
of the actual 2020 bonus performance, but will be no less than 75% of her 2020 annual bonus target. She will also receive a sign-on
equity award of restricted stock units covering 13,000 shares of the Company’s common stock, with half of such awards vesting
on February 1, 2021, and the remaining half vesting on February 1, 2022. If the value of the sign-on equity award on the grant
date is less than $200,000, Ms. Janzen will receive an additional cash amount equal to the difference between $200,000 and the
value of the award. She will also be eligible for future annual equity grants under the Company’s Long-Term Incentive Plan
which, for 2020, will include awards of restricted stock units with an aggregate value of no less than 100% of her base salary.
Ms. Janzen will be eligible to receive a separation benefit of 100% of her annual base salary, the pro-rated portion of her target
bonus, and one year of continued healthcare coverage if she is terminated without “cause” or resigns from the Company
voluntarily for “good reason”, and will receive a separation benefit of 200% of her annual base salary, the pro-rated
portion of her target bonus, 18 months of continued healthcare coverage, and accelerated vesting of her equity awards in the event
of a qualifying termination following a “change in control” of the Company, in each case subject to Ms. Janzen’s
execution of a release of claims against the Company. Ms. Janzen also will be entitled to certain other perquisites available to
executives of the Company. The agreement also contains customary employment terms and conditions, and in-term and post-term restrictive
covenants applicable to Ms. Janzen.
There is no arrangement or understanding between Ms. Janzen
and any other person pursuant to which Ms. Janzen was selected as an officer, and Ms. Janzen does not have a direct or indirect
material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. There are no family relationships
existing between Ms. Janzen and any director or executive officer of the Company.
Additional information about the benefit plans and programs
described in this Item 5.02, and other plans and programs generally available to the Company’s executive officers, is included
in the Company’s Proxy Statement for the 2019 annual meeting of its stockholders filed with the Securities and Exchange Commission
on April 17, 2019.
Copies of Ms. O’Farrell’s separation agreement and
Ms. Janzen’s employment agreement will be filed by the Company as exhibits to its Quarterly Report on Form 10-Q for the quarter
ended March 28, 2020.