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Item 5.02.
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Departure Of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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On December 3, 2019, Red Lion Hotels Corporation (“RLHC” or the
“Company”) announced the appointment of John J. Russell Jr. as the Company’s Interim Chief Executive Officer. Mr. Russell is expected to start immediately and will serve as our interim principal executive officer while RLHC
continues its search for a permanent CEO.
Mr. Russell, 72, has served as President and COO of Sentry Hospitality since October 2017, a management
company for hotels, resorts, conference centers, and private residence clubs. From March 2016 to July 2017, Mr. Russell was the Senior Vice President, Guest Experience, Education and Development, at the Georgia Aquarium, and from January 2012
through February 2016, Mr. Russell served as the President of Sentry Hospitality and Sentry Companies. Mr. Russell also recently served as Senior Advisor for Ocean Visions, Inc., a 501(c)(3) organization that funds and launches companies
that find solutions to problems with oceans, its sources and animals within, to improve the health of our water sources for future generations. Over the past 40 years, Mr. Russell has held numerous executive positions with hospitality
companies, including ITT Sheraton, Days Inn of America, Carlson Companies, Benchmark Hospitality, HFS, Cendant, RCI, Yesawich, Pepperdine, Brown and Russell (Partner), NYLO Hotels, MODO Hotels and CampusBrands.
There are no arrangements or understandings between Mr. Russell and any other persons pursuant to which he was selected as an officer and he has no
direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
RLHC has entered into a letter agreement with Mr. Russell under which he will be employed by RLHC on an at-will
basis, and which contains the following terms regarding his compensation:
Mr. Russell is entitled to an annual base salary of
$400,000, and a performance bonus equal to $35,000 for each 90 days of employment completed by Mr. Russell and achievement of certain performance goals as outlined by the Compensation Committee of the Company’s Board of Directors.
Mr. Russell will be required to relocate to Denver, Colorado for the term of his interim employment with the Company. During the term of his interim employment with the Company, the Company will provide for Mr. Russell’s use its
furnished one-bedroom apartment in Denver, and will reimburse Mr. Russell for shipping costs to Denver, Colorado for one vehicle and reasonable household items, plus up to $5,000 of other reasonable
relocation expenses. In addition, the Company will reimburse Mr. Russell for two round trip tickets for domestic flights for Mr. Russell and his spouse during the term of his interim employment with the Company. For any relocation
reimbursements described above that are deemed wages under the Internal Revenue Code, the Company will gross up its reimbursement to Mr. Russell to account for federal income tax.
Mr. Russell will be eligible to participate in the employee benefits programs that are available to any newly hired executive, as well as
other benefits that are subsequently added for executives for which he is qualified as a named executive officer of the Company.
If
Mr. Russell is terminated within the first 90 days of his employment without “cause”, the Company will pay to Mr. Russell his base salary for the balance of the 90 days. The term “cause” means (i) the willful and
intentional failure or refusal to perform or observe any material duties, responsibilities or obligations, after notice and opportunity to cure; (ii) any willful and intentional act involving fraud, theft, embezzlement or dishonesty affecting
the company; or (iii) a conviction of (or a plea of nolo contendere to) an offense that is a felony in the jurisdiction involved.