EXECUTIVE OFFICERS OF THE COMPANY
Name
| | Age
| | Position
|
Jeffery Crivello | | 40 | 41 | | | Chief Executive Officer, Director(1) |
Paul M. Malazita
Jim Gilbertson | | 32 | 58 | | | Chief Financial Officer,(2) |
Geovannie Concepcion
| | 33
| | Secretary, Chief Operating Officer |
Jeffery Crivello
– See biographical information set forth under Proposal No. 1 – Election of Directors.Jim Gilbertson Paul M. Malazita currently has served as our Chief Financial Officer, Chief Operating Officer, and Secretary since November 2018 and previously as our Interim Chief Financial Officer from March 2018 – November 2018.January 9, 2020. Prior to that, Mr. MalazitaGilbertson served as our DirectorCFO of AccountingBluespire Inc., a digital marketing agency to the healthcare, financial and Corporate Controllersenior living industries. From 2016 to 2018, he was the Senior Vice President of the non-profit Educational Credit Management Corporation, a student loan processing business and CFO at the non-profit Zenith Education Group Inc., a multi-campus education group. Mr. Gilbertson was an Executive Business Advisor and Board Member at rareEARTH, an aromatherapy product company, from October 20172014 to March 2018 and, prior2016. From 2007 to that,2014 he served as Senior ManagerCFO of Corporate Accounting from March 2017Granite City Food & Brewery LTD., a publicly traded restaurant chain. From 2005 to October 2017. Prior to joining our Company, from July 2016 to February 2017, Mr. Malazita2007, he served as the Manager of Financial Reporting at Digiliti Money,Vice President, Business Development and Cable Distribution, for ValueVision Media, Inc., a provider of SaaS financial solutions, where he had primary responsibility for SEC financial reporting.publically traded television home shopping network now named iMedia Brands, Inc. From September 20142001 to July 2016,2005, Mr. Malazita served in various capacities at AR Global Investments, LLC, a sponsor of real estate investment trusts, from September 2014 to July 2016, where he had primary responsibility for SEC financial reporting and technical accounting. From July 2009 to September 2014, Mr. Malazita served in various capacities at Baker Tilly Virchow Krause, LLP (formerly ParenteBeard LLC), a public accounting firm. Mr. Malazita graduated from St. Joseph’s University in Philadelphia, Pennsylvania with a B.S. in Accounting and is a Certified Public Accountant in Minnesota and Pennsylvania.Geovannie Concepcion hasGilbertson served as our Chief Operating Officer since November 2017 andCFO of Navarre Corporation, a memberpublically traded distributor of the Famous Dave’s management team since April 2016. Mr. Concepcion’s primary responsibilities include leading the corporate and franchise operations, marketing, training, culinary and information services teams. Mr. Concepcion has been focused on the digital transformation of Famous Dave’s through the launch of third party delivery services, loyalty and mobile app and management of brand-wide paid search and social strategies. In addition, Mr. Concepcion has led the company’s national efforts with third party delivery providers and online ordering. Before joining Famous Dave’s, Mr. Concepcion served in various capacities with Greenwich, Connecticut-based Wexford Capital LP, a registered investment advisor, in both the Private Equity Group and Global Macro Hedge Funds from June 2009 until April 2016. Mr. Concepcion graduated from DePaul University with a B.S. in Accounting.entertainment products.
The following summary compensation table reflects cash and non-cash compensation for the
20172018 and
20182019 fiscal years awarded to or earned by (i) the principal executive officer of the
Company;Company and (ii)
the other two highest paid individuals who served as executive officers of the Company at the end of the fiscal year ended December 30, 2018; and (iii) the other individual who would have qualified as
one of the two highest paida named executive
officersofficer but for the fact that he was not serving as an executive officer as of the end of the fiscal year (the “named executive officers”).
Summary Compensation Table
Jeffery Crivello Chief Executive Officer
| | | 2019 | | | $250.000 | | | $125,000 | | | $900,000(4) | | | — | | | — | | | $1,524 | | | $1,276,524 |
| 2018 | | | $250,000 | | | — | | | $70,000 | | | — | | | — | | | $96 | | | $320,096 |
| | | | | | | | | | | | | | | | | | | | | | | | |
Paul M. Malazita(5) Former Chief Financial Officer
| | | 2019 | | | $162,692 | | | — | | | $45,000 | | | $73,921 | | | — | | | $2,292 | | | $283,905 |
| 2018 | | | $161,497 | | | $60,000 | | | — | | | $67,838 | | | — | | | $1,584 | | | $290,919 |
| | | | | | | | | | | | | | | | | | | | | | | |
Name and Principal Position | | Year | | Salary ($) | | Bonus ($)(1) | | Stock Awards ($)(1) | | Option Awards ($)(1)(2) | | Non-Equity Incentive Compensation Plan ($)(1) | | All Other Compensation ($)(5) | | Total ($) |
| | | | | | | | | | | | | | | | | | | | | | | |
Jeffery Crivello(3) | | 2018 | | $ | 250,000 | | $ | — | | $ | 70,000 | | $ | — | | $ | — | | $ | 96 | | $ | 320,096 |
Chief Executive Officer | | 2017 | | | 27,884 | | | — | | | 85,000 | | | 156,008 | | | — | | | — | | | 268,892 |
| | | | | | | | | | | | | | | | | | | | | | | |
Paul M. Malazita(4) | | 2018 | | | 161,497 | | | 60,000 | | | — | | | 67,838 | | | — | | | 1,584 | | | 290,919 |
Chief Financial Officer | | 2017 | | | 107,631 | | | 25,000 | | | — | | | 14,887 | | | — | | | — | | | 147,518 |
| | | | | | | | | | | | | | | | | | | | | | | |
Dexter A. Newman(6) | | 2018 | | | 106,514 | | | — | | | — | | | — | | | — | | | 519 | | | 107,033 |
Former Chief Financial Officer | | 2017 | | | 270,000 | | | — | | | — | | | — | | | — | | | — | | | 270,000 |
| | | | | | | | | | | | | | | | | | | | | | | |
Geovannie Concepcion(7) | | 2018 | | | 180,000 | | | 50,000 | | | — | | | — | | | 35,000 | | | 2,575 | | | 267,575 |
Chief Operating Officer | | 2017 | | | 180,000 | | | 42,500 | | | — | | | — | | | — | | | — | | | 222,500 |
___________________________
(1)
| (1)
| | The material terms of the bonus, stock option and non-equity incentive plan awards are described under “Employment Agreements” below. option. |
(2)
| (2)
| | Amounts shown reflect the grant date fair value of stock option awards granted for the respective year pursuant to the Company’s equity incentive plans, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. The assumptions used in calculating the stock option award amount may be found in Note 9 to the audited financial statements in our Annual Report on Form 10-K for the fiscal year ended December 30, 2018. 29, 2019. |
(3)
| (3)
| | Mr. Crivello was appointed the Company’s Chief Executive Officer effective November 14, 2017. Represents 401(k) Company match paid during 2018 and 2019. |
(4)
| (4) The amount reflects the grant date fair value of restricted stock awarded to Mr. Crivello. The grant date fair value is determined by taking total restricted stock granted multiplied by the closing market price on date of grant. |
(5)
| | Mr. Malazita becamewas the Company’s Interim Chief Financial Officer effectivefrom March 6, 2018 andto November 11, 2018. Mr. Malazita was the Company’s permanent Chief Financial Officer onfrom November 12, 2018. 2018 to November 15, 2019. |
| (5)
| | Represents 401(k) Company match paid during 2018.
|
| (6)
| | Mr. Newman was the Company’s Chief Financial Officer from April 11, 2016 to March 5, 2018.
|
16
Outstanding Equity Awards at Fiscal Year End
As of December 30, 2018,29, 2019, the Company’s named executive officers had outstanding the following stock options:
Jeffery Crivello(1) | | | 78,750 | | | — | | | $3.90 | | | 11/14/2027 | | | 142,500 | | | $588,525 |
Paul Malazita | | | — | | | — | | | — | | | — | | | — | | | — |
| | | | | | | | | |
| | Option Awards |
Name | | Number of Securities Underlying Unexercised Options (# Exercisable) | | Number of Securities Underlying Unexercised Options (# Unexercisable) | | Option Exercise Price ($) | | Option Expiration Date |
Jeffery Crivello | | 37,500 | | 41,250 | | $ | 3.90 | | 11/14/2027 |
Paul Malazita | | 2,912 | | 7,088 | | | 3.90 | | 10/2/2027 |
| | 3,744 | | 16,256 | | | 7.05 | | 3/6/2028 |
Geovannie Concepcion | | 33,312 | | 16,688 | | | 5.82 | | 4/13/2026 |
(1)
| The material terms of Mr. Crivello’s option and stock awards are described under “Employment Agreements” below. |
(2)
| The market value of the unvested stock award is based on the closing stock price on December 27, 2019, the last trading day of the last completed fiscal year, which price was $4.13. |
Employment Agreement with Jeffery Crivello
On November
13,14, 2017, the Company entered into an employment agreement with Jeffery Crivello. Mr. Crivello’s employment with the Company is governed by a three-year employment agreement. Under the employment agreement, Mr. Crivello is entitled to receive an annual base salary of $250,000 and is eligible for annual bonus compensation, at the discretion of the Board of Directors, of up to 50% of his base salary.
Pursuant to the employment agreement, on November 14, 2017, the Company granted to Mr. Crivello a 90,000 share non-qualified stock option under the Plan that will vest in equal monthly installments over two years and has an exercise price of $3.90 per share.
On April 30, 2018, in accordance with the terms of his employment agreement in effect at that time, Mr. Crivello was issued 10,000 shares of common stock as a result of the volume weighted average price of the Company’s common stock exceeding $7.00.
Pursuant to an Amendment to Mr. Crivello’s employment agreement, effective February 28, 2019, he was awarded 180,000 shares of restricted stock, vesting in equal monthly installments over 48 months beginning on February 28, 2019. In the event of an acquisition which requires the issuance of stock, and at the Board of Directors’ sole discretion, but not less than 12 months post-closing of an acquisition, Mr. Crivello shall receive additional stock in an amount equal to 2% of the shares issued in such transaction, which will vest immediately upon grant date.
Mr. Crivello may participate in the Company’s benefit plans that are currently and hereafter maintained and for which he is eligible, including, without, limitation, group medical, 401(k), life insurance and other benefit plans. Mr. Crivello is also entitled to be reimbursed for reasonable travel and other expenses.
Pursuant to the employment agreement, Mr. Crivello agreed to customary non-competition and non-solicitation provisions, including a covenant that, in the event Mr. Crivello’s relationship with PW Partners conflicts with or is inconsistent with his obligations to the Company, Mr. Crivello’s primary duty shall be to the Company and to the extent that a conflict arises, he shall promptly notify the Board of such conflict.
Employment Agreement with Paul M. Malazita
On February 12, 2018, the Company entered into an employment agreement with Paul M. Malazita. This agreement was amended on February 28, 2019. Under the amended employment agreement, which iswas for an indefinite term, Mr. Malazita iswas entitled to receive an annual base salary of $180,000 and iswas eligible for annual bonus compensation, at the discretion of the Board, of 50% of his base salary. As of March 6, 2018, Mr. Malazita was granted a four-year, 20,000 share non-qualified stock option that will vest in equal monthly installments over four years and hashave an exercise price of $7.05. On February 28, 2019, Mr. Malazita was awarded a bonus for 2018 of $60,000 and 9,000 shares of restricted stock, vesting in equal monthly installments