Item 5.02
Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
.
Appointment of New Chief Financial Officer,
Principal Financial Officer and Principal Accounting Officer
On February 19, 2019, Dorman Products, Inc. (the Company) announced that
David M. Hession has been appointed to serve as the Companys Senior Vice President and Chief Financial Officer, effective as of March 1, 2019 (the Effective Date). Mr. Hession will also serve as the Companys
Principal Financial Officer and Principal Accounting Officer. Michael P. Ginnetti, who was appointed Interim Chief Financial Officer, Interim Principal Financial and Interim Principal Accounting Officer on August 6, 2018, will continue to serve
as Vice President and Corporate Controller.
Mr. Hession, age 50, was Vice President, Chief Financial Officer of Johnsonville, LLC, a privately held
manufacturer of sausage and other protein products, from May 2013. Prior to joining Johnsonville, from 2001 to 2013, Mr. Hession worked at McCormick & Company, Inc., a global leader in the manufacture, marketing and distribution of
spices, seasonings and flavors to the entire food industry, and served in various positions of increasing responsibility including Vice President Finance & Administration (2011-2013), Assistant Corporate Controller, Financial
Planning & Analysis (2008-2011), Financial Controller (2005-2008), Director of Finance, Supply Chain and Shared Services (2003-2005) and Financial Planning & Analysis Manger (2001-2003). In addition, Mr. Hession previously
served as Director of Finance, Treasurer from 1999 to 2001 at Tradeout, Inc., a
business-to-business
Internet exchange for surplus inventory and fixed assets and as
Controller from 1996-1999 at Xylum Corporation, a development stage medical device manufacturer. Prior thereto, Mr. Hession performed management consulting work at Ernst & Young, LLP and Peterson Consulting LP.
Compensation of the New Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer
In connection with Mr. Hessions appointment as Senior Vice President and Chief Financial Officer, the Company entered into an offer letter (the
Offer Letter) with Mr. Hession. The Offer Letter provides that Mr. Hessions employment will be on an
at-will
basis and provides Mr. Hession an initial base salary of $425,000.
In addition, the Offer Letter provides that Mr. Hession will:
|
|
|
participate in the Companys annual (cash) and long-term (equity) incentive programs, with a target annual
award equal to 50% of his base salary under each program;
|
|
|
|
receive a
one-time
equity grant valued at $425,000 under the
Companys 2018 Stock Option and Stock Incentive Plan on the Effective Date comprised of:
|
|
○
|
|
50% restricted stock which will vest 33% per year beginning the first anniversary of the grant date; and
|
|
○
|
|
50% incentive stock options which will vest 25% per year beginning the first anniversary of the grant date and
expiring in 8 years after the first anniversary of the grant date
;
|