Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On July 25, 2018, the board of directors of the Company (the Board) appointed Beverly K. Carmichael to serve as a Class III director, filling the vacancy created by the resignation of Fred Harman on January 11, 2018. As a Class III director, Ms. Carmichael will be up for re-election at the Companys 2019 annual meeting of stockholders.
Ms. Carmichael has over 25 years of experience in human resources and employment law in both operational and legal roles. In January 2018, she joined Red Robin Gourmet Burgers, Inc. as Executive Vice President and Chief People, Culture, and Resource Officer. Ms. Carmichael previously served as Senior Vice President and Chief People Officer of Cracker Barrel Old Country Store from January 2014 to December 2017. Prior to that, she was Founder and Chief Executive Officer of Star HR, LLC from April 2010 to April 2014 where she provided customized HR solutions to small businesses and start-up companies. Ms. Carmichael also served as an Adjunct Professor/Advisor at the Michael F. Price College of Business from 2010 through 2013. She served as Executive Vice President, Chief People Officer at Ticketmaster from August 2006 to August 2009. Prior to joining Ticketmaster, she was Vice President of HR Talent Acquisition, Learning and Organizational Development at Rockwell Collins from 2005 2006. Prior to her time with Rockwell Collins, Ms. Carmichael spent 10 years at Southwest Airlines Co. in various roles including Senior Vice President, Labor and Employee Relations; Vice President, People (Human Resources); and Chief Counsel, Labor and Employment. She also spent 4 years as a litigation and employment law attorney at the law firm of Manatt Phelps & Phillips. Ms. Carmichael earned both a JD and a BBA from the University of Oklahoma.
There are no arrangements between Ms. Carmichael and any other person pursuant to which Ms. Carmichael was selected to serve as a director, nor are there any transactions to which the Company or any of its subsidiaries is a party and in which Ms. Carmichael has a material interest subject to disclosure under Item 404(a) of Regulation S-K.
Ms. Carmichael is eligible to receive compensation pursuant to the Companys outside director compensation program, which provides for an annual cash retainer of $50,000, plus additional amounts for serving on or chairing any of the Board committees. Ms. Carmichael is also eligible to receive an initial equity award with an aggregate grant date fair value of $150,000, consisting of a restricted stock unit award with a grant date fair value of $75,000 and a non-qualified stock option award with a grant date fair value of $75,000, each of which vests over three years, and annual equity awards pursuant to the terms of the outside director compensation program. All equity awards granted pursuant to the outside director compensation program are subject to the directors continued service on the Board and are subject to acceleration upon the occurrence of specified events. In connection with her appointment as a director, Ms. Carmichael entered into the Companys standard form of indemnification agreement.
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