Item 5.02
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
Appointment of Chief Operating Officer
On
April 30, 2019, MusclePharm Corporation (the “Company”)
issued a press release announcing that, on April 10, 2019, it
appointed Alberto Andrade as the Company’s Chief Operating
Officer beginning on April 30, 2019. A copy of the press release is
filed as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
Mr.
Andrade, age 49, joins MusclePharm from Juanita’s Foods, the
market leader in Mexican canned foods where he was CFO and Vice
President of Strategic Sourcing from June 2018 to January 2019. In
this role, he successfully led numerous business improvement
initiatives resulting in multi-million-dollar savings and operating
efficiencies. Mr. Andrade has held various corporate leadership
positions with General Electric, Spectrum Brands, Home Depot and
Anderson Seafoods. Mr. Andrade earned his B.S. in
Accounting/Taxation from Universidad Intercontinental (UIC) and his
MBA from Tecnologico de Monterrey (ITESM).
Mr.
Andrade does not have a family relationship with any director or
executive officer of the Company or person nominated or chosen by
the Company to become a director or executive officer, and there
are no arrangements or understandings between Mr. Andrade and any
other person pursuant to which Mr. Andrade was selected to serve as
Chief Operating Officer of the Company. There have been no
transactions involving Mr. Andrade that would require disclosure
under Item 404(a) of Regulation S-K under the Securities Exchange
Act of 1934, as amended, or the Exchange Act. In connection with
his appointment, it is expected that Mr. Andrade will enter into
the Company’s standard form of indemnification agreement, the
form of which has been filed as Exhibit 10.1 to the Company’s
Current Report on Form 8-K, filed with the Securities and Exchange
Commission on August 27, 2012.
Employment Agreement and Other Compensatory
Arrangements
On
April 10, 2019, the Company entered into an offer letter agreement
with Mr. Andrade (the “Offer Letter”). Pursuant to the
Offer Letter, Mr. Andrade will report to Ryan Drexler, the
Company’s Chief Executive Officer and Executive Chairman of
the Company’s Board of Directors. The Offer Letter does not
provide for a specified term of employment, and Mr. Andrade’s
employment will be on an at-will basis and may be terminated by Mr.
Andrade or by the Company at any time, with or without cause. Mr.
Andrade will receive an annual base salary of $350,000 and will be
part of the Company’s bonus program with a yearly bonus
potential of $245,000 based on the achievement of mutually
agreeable objectives to be determined by Mr. Andrade and his
supervisor. Additionally, Mr. Andrade will receive (i) a $30,000
one-time signing bonus, (ii) an extended stay housing allowance of
up to $2,000 per month for a period of six months, (iii) a car
allowance of $500 per month, (iv) reimbursement for all eligible
business travel expenses and (iv) if Mr. Andrade is terminated
without good cause for the benefit of the Company, a severance
package dependent on the length of employment at the time of
termination, as described in the Offer Letter. Mr. Andrade will
also be eligible to participate in the Company’s standard
benefits package, including a 401(k) retirement account and health,
dental, vision and life and disability insurance.
The
foregoing description of the terms of the Offer Letter does not
purport to be a complete description and is qualified in its
entirety by reference to the Offer Letter, which is attached hereto
as Exhibit 10.1 and is incorporated by reference in its entirety
into this Item 5.02.