Item 5.02 Departure of Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On June 24, 2016, the Company issued a press release announcing that Jonathan N. Potter will
join the Company as Chief Marketing Officer in August. Mr. Potter will report to Chief Executive
Officer Martin F. Roper and will have primary responsibility for overseeing the Companys planning,
development and execution of its brand development, marketing and advertising initiatives. He will
lead brand innovation and management, public relations, research and strategy, media and sales
support for the Company.
Mr. Potter, 52, comes to the Company with a strong background in the alcohol beverage
business. From 1997 through 2010, he held a number of positions around the globe with Diageo,
finishing his career there as CMO for Diageo North America headquartered in New York City. He was
Senior Partner and CMO of McKinney Rogers International (USA), Inc., also headquartered in New York
City, from 2010 to 2012. In 2012, Mr. Potter joined Moet Hennessy USA (MH), headquartered in New
York City, as its Chief Marketing Officer and Executive Vice President for all brands, and in 2016
he was appointed the Managing Director of its Chandon division, located in Californias Napa
Valley.
Mr. Potters annual salary will be $475,000, with his bonus potential determined by the
Companys performance against its Goals in accordance with its bonus Scale, both of which are
described in the Compensation Discussion and Analysis section of the Companys Proxy Statement on
Schedule 14A filed with the SEC on April 13, 2016. If the Company achieves the 100% payout level
on the Scale, Mr. Potters bonus will be 50% of his base salary. In March 2017, Mr. Potter will
also be paid a hiring bonus of $250,000, repayable on a prorated basis should he resign from the
Company within 12 months following such payment.
Additionally, the Company will grant Mr. Potter an option (the Option) to purchase shares of
the Companys Class A Common Stock (Class A Shares) valued at approximately $2.75 million. The
Option will be granted during the open window period following the Companys next earnings release
(the Grant Date) after he joins the Company. The number of shares will be determined on the
Grant Date based on the market price of the Class A Shares on the day prior to the Grant Date (the
Closing Price), and the per share exercise price will be the Closing Price. The Option will be
contingent upon Mr. Potters continued employment with the Company, with 20% of the shares vesting
on the anniversary of the Grant Date in each of the years 2019 through 2023, subject to accelerated
vesting upon the occurrence of certain specified events.
The Company will also grant Mr. Potter a restricted stock award for a number of Class A Shares
on the Grant Date valued at approximately $600,000. The number of shares will be determined on the
Grant Date based on the Closing Price. The restricted stock award will be contingent upon Mr.
Potters continued employment with the Company, with one-third of the shares vesting on the
anniversary of the Grant Date in each of the years 2017 through 2019, subject to accelerated
vesting upon the occurrence of certain specified events.
Mr. Potter has no familial or other material relationship with the Company, either directly or
as a partner, shareholder, or officer of an organization that has a relationship with the Company.
The Companys press release is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.