8-K: Utz Brands Announces Board Changes: Michael Rice Retires, William Werzyn Jr. Appointed

Utz Brands has announced the retirement of long-time director Michael W. Rice and the appointment of William Werzyn Jr. to its Board of Directors.

Summary

• Michael W. Rice, a non-employee director of Utz Brands, Inc., has retired from the Board of Directors effective August 20, 2024.
• Mr. Rice's retirement was not due to any disagreements with the company.
• William Werzyn Jr. has been appointed to the Board to fill the vacancy left by Mr. Rice.
• Mr. Werzyn was recommended by Series U of UM Partners, LLC, as per an Investor Rights Agreement.
• The Board unanimously approved Mr. Werzyn's appointment after a detailed review process.
• Mr. Werzyn will receive an annual cash retainer of $87,500 and an annual equity retainer of $130,000 in restricted stock units, prorated for his first year.
• Mr. Werzyn is currently the CEO and Executive Chairman of West Shore Home, LLC, a home renovation company with over 41 locations in 21 states and annual revenue exceeding $750 million.
• Mr. Rice will continue to participate in Board activities as an observer.

Sentiment

Score: 8

Explanation: The document conveys a positive sentiment with the smooth transition of board members and the addition of a highly qualified new director. The continued involvement of the retiring director as an observer is also a positive sign.

Positives

• The appointment of William Werzyn Jr. brings entrepreneurial and technology experience to the Board.
• Mr. Werzyn's background as CEO of a large company with over $750 million in annual revenue is seen as a valuable addition.
• Michael Rice will continue to provide guidance and insight to the Board in an observer capacity.
• The transition appears to be smooth and well-planned.

Future Outlook

The company expects William Werzyn Jr. to be an invaluable addition to the Board, bringing entrepreneurial and technology experience.

Management Comments

• Howard Friedman, Utz CEO, stated that Michael Rice's contributions to the Company are too numerous to count and that his treatment of associates as family was always clear.
• Dylan Lissette, Chairperson of the Utz Board of Directors, said that the Board is thrilled to have identified B.J. Werzyn as the replacement for Michael Rice's Board seat.
• Dylan Lissette also noted that B.J.'s entrepreneurial background and technology experience will be an invaluable addition to the Board.

Industry Context

This announcement reflects typical board changes in publicly traded companies, with a focus on bringing in new expertise while maintaining continuity with past leadership.

Comparison to Industry Standards

• The compensation package for the new director, consisting of a cash retainer and equity, is standard practice for non-employee directors in publicly traded companies.
• The appointment of a director with significant experience as a CEO of a large company is a common practice to enhance the board's strategic oversight.
• The transition of a long-serving director to an observer role is a common practice to retain institutional knowledge.

Management Changes

Stakeholder Impact

• Shareholders may view the board changes positively, given the experience of the new director and the continued involvement of the retiring director.
• Employees may see the changes as a continuation of the company's commitment to strong leadership.
• The appointment of a new director with a strong business background could positively impact the company's strategic direction.

Next Steps

• A committee assignment for Mr. Werzyn will be forthcoming.
• Mr. Werzyn will participate in the company's standard non-employee director compensation program.

Key Dates

Keywords

Board of Directors, Director Retirement, Director Appointment, Corporate Governance, Utz Brands, William Werzyn Jr., Michael Rice, Board Changes