Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Changes to Board of Directors
On April 12, 2018, Mark R. Stone resigned from the Board of Directors (the Board) of Hostess Brands, Inc. (the Company), and the
Board appointed Gretchen Crist to the Board for a term to expire at the Companys 2020 Annual Meeting of Stockholders. Ms. Crist will serve on the Talent and Compensation Committee of the Board, replacing Jerry D. Kaminski.
Mr. Kaminski will continue to serve on each of the Audit Committee and the Nominating and Governance Committee of the Board. Mr. Stones resignation was not the result of any disagreement with the Company on any matter relating to its
operations, policies or practices.
Ms. Crist, 50, has served as the Chief Human Resources Officer for the Henkel Corporation in North America since
September 2016, which is part of Henkel, KGA, a large multi-national public company headquartered in Germany that manufactures adhesive technologies, beauty care products and laundry and home care products. Prior to Henkel, she served as Senior Vice
President and Chief Human Resources Officer for The Sun Products Corporation, a company she helped found in 2008 as the third employee. Prior to joining The Sun Products Corporation, Ms. Crist was Vice President of Human Resources and Chief
Human Resources officer for Playtex Products Corp., a New York Stock Exchange listed company, that manufactures personal care products. Ms. Crist joined Playtex in 1995 and held positions of increasing responsibility until being named Chief
Human Resources Officer in 2005. Prior to Playtex, Ms. Crist served in various human resources, talent acquisition and labor relations roles with New Power Corporation, Altria and Nestle Waters. Ms. Crist is a member of the society of
Human Resources Management, GMA Human Resources Group and Peer 150 HR Group. She is also past Executive Committee member of the Board and Secretary of Make-A-Wish Foundation of Connecticut (2009-2015). She currently serves on the Make-A-Wish
Governance Committee for Connecticut.
Ms. Crist will receive compensation on the same basis as paid to the other members of the Board. She will
receive a $70,000 cash retainer for service on the Board and a $6,500 cash retainer for service on the Talent and Compensation Committee, in each case pro-rated for the remainder of 2018. In addition, on April 12, 2018, the Board awarded
Ms. Crist 831 RSUs with a value of $12,000 for the prorated period through the anticipated date of the Companys 2018 Annual Meeting of Stockholders, with the number of RSUs determined by dividing the dollar value by the average closing
price of the Companys Class A common stock over the 20-trading day period preceding the date of grant rounded to the nearest share.
In
addition, following the previously announced appointment of Andrew P. Callahan as President and CEO of the Company and member of the Board, William D. Toler announced his resignation from the Board, effective at the June 2018 meeting of the Board.
Mr. Tolers resignation was not the result of any disagreement with the Company on any matter relating to its operations, policies or practices.
Consulting Agreement
On April 16, 2018,
Hostess Brands, LLC (Hostess), an operating subsidiary of the Company, entered into a consulting agreement with Mr. Toler (the Consulting Agreement), pursuant to which Mr. Toler will assist with the transition of
the Companys new chief executive officer (CEO), as requested by the CEO or the Board. The Consulting Agreement will end on June 30, 2018. Upon Mr. Tolers successful completion of the services to be provided to
Hostess under the Consulting Agreement, he will receive a fee of $200,000 (the Consulting Fee) to be paid in a lump sum no later than July 7, 2018 (the Payment Date). Hostess may terminate the Consulting
Agreement if Mr. Toler breaches the Consulting Agreement and does not correct such breach to the satisfaction of Hostess within five business days of Mr. Tolers receipt of written
notification of a breach. Mr. Toler may terminate the Consulting Agreement at any time upon five days prior written notice to Hostess and receive a pro-rated payment of the Consulting Fee on the Payment Date for services provided under
the Consulting Agreement through the termination date.