Vista Outdoor Inc. appointed Eric Nyman as new CEO

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers


Resignation of Gary L. McArthur as Interim Chief Executive Officer


On November 29, 2023, in connection with and in preparation for the consummation of the previously announced transaction among Vista Outdoor Inc. (the "Company"), Revelyst, Inc. ("Revelyst"), CSG Elevate II Inc., CSG Elevate III Inc. and CZECHOSLOVAK GROUP a.s. (the "Transaction"), the Board of Directors (the "Board") of the Company accepted the resignation of Gary L. McArthur from the position of Interim Chief Executive Officer of the Company (while maintaining his role as an independent Director of the Company), effective December 1, 2023 (the "Effective Date").


Appointment of Eric Nyman and Jason Vanderbrink as Co-Chief Executive Officers


On November 29, 2023, in connection with and in preparation for the consummation of the Transaction, the Board appointed Eric Nyman, age 51, and Jason Vanderbrink, age 46, to serve as Co-Chief Executive Officers of the Company, effective as of the Effective Date.


Mr. Nyman has served as Chief Executive Officer of the Outdoor Products segment of the Company since August 2023. Mr. Nyman will not receive any additional compensation in connection with his role as Co-Chief Executive Officer of the Company. Mr. Nyman's compensation is described on a Current Report on Form 8-K filed with the Securities and Exchange Commission on July 21, 2023, and incorporated by reference herein.


Mr. Nyman, who has more than 30 years in the consumer products industry, joined the Company from Hasbro Inc. ("Hasbro"), where he most recently served as President and Chief Operating Officer. Mr. Nyman joined Hasbro in 2003 and prior to his role as President and Chief Operating Officer served as Chief Consumer Officer and Chief Operating Officer of Hasbro Consumer Products, President of Hasbro North America and General Manager and Senior Vice President of Marketing. As President and Chief Operating Officer of Hasbro, Mr. Nyman was responsible for all aspects of Hasbro's business, including innovation, e-commerce, operations, media and marketing, strategic planning and organizational culture and leadership. Mr. Nyman's time at Hasbro supported significant value creation driven by e-commerce and consumer direct transformation, integration of digital technology into traditional consumer products, media partnerships and global brand building. Mr. Nyman also has experience in the outdoor industry, serving in brand management and marketing roles for outdoor apparel and footwear brand Timberland. Mr. Nyman currently serves on the Virginia Wesleyan University Board of Trustees and previously sat on the Board of the Roger Williams Park Historical Foundation.


Mr. Vanderbrink has served as Chief Executive Officer of the Sporting Products segment of the Company since April 2023. Mr. Vanderbrink will not receive any additional compensation in connection with his role as Co-Chief Executive Officer of the Company. Mr. Vanderbrink's compensation is described on a Current Report on Form 8-K filed with the Securities and Exchange Commission on September 5, 2023, and incorporated by reference herein.


Prior to being appointed Chief Executive Officer of the Sporting Products segment in 2023 and President of Ammunition in 2017, Mr. Vanderbrink served as the Company's Senior Vice President of Sales for all the Company's brands. Prior to this role, he served as the Company's Vice President, Sales from 2005 to 2017. Mr. Vanderbrink has more than 20 years of increasing leadership experience in the outdoor industry, including five years with The Cullerton Company from 2000 to 2005. Mr. Vanderbrink currently serves on the National Shooting Sports Foundation's (NSSF) Board of Governors.


There are no arrangements between Mr. Nyman or Mr. Vanderbrink, on the one hand, and any other persons, on the other hand, pursuant to which Mr. Nyman or Mr. Vanderbrink, as applicable, was appointed to serve as a Co-Chief Executive Officer of the Company. There are no family relationships between Mr. Nyman or Mr. Vanderbrink, on the one hand, and any director, executive officer or person nominated or chosen to become a director or executive officer of the Company, on the other hand. Neither Mr. Nyman nor Mr. Vanderbrink has any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.


1


Executive Committee


On November 29, 2023, in connection with and in preparation for the consummation of the Transaction, the Board determined to remove Mr. McArthur from the previously established executive committee (the "Executive Committee") comprising Mr. Nyman, Mr. Vanderbrink and Mr. McArthur, and to appoint Mr. Nyman and Mr. Vanderbrink as Co-Chairs of the Executive Committee, in each case effective as of the Effective Date.


Appointment of Andrew Keegan as Chief Financial Officer


On November 29, 2023, the Board appointed Andrew Keegan, age 39, to serve as the permanent Chief Financial Officer of the Company, effective as of the Effective Date and terminating upon consummation of the Transaction. Mr. Keegan has served as Chief Financial Officer (Interim) since November 2022. Upon consummation of the Transaction, Mr. Keegan will become the Chief Financial Officer of Revelyst. Mr. Keegan will not receive any additional compensation in connection with his role as Chief Financial Officer of the Company. Mr. Keegan's compensation is described on a Current Report on Form 8-K filed with the Securities and Exchange Commission on July 28, 2023, and incorporated by reference herein.


Prior to being appointed Vice President and Chief Financial Officer (Interim) in November 2022, Mr. Keegan served as the Vice President of Corporate FP&A and Treasury from 2020 to 2022; CFO of the Company's Ammunition Business unit from 2017 to 2020; Vice President of Corporate Accounting from 2015 to 2017; and held increasing roles of responsibility within the finance department at ATK prior to the Company's spin-off from ATK. Mr. Keegan began his career with Deloitte, where he worked from 2006 to 2012, and joined the Company's predecessor, ATK, in 2012. Mr. Keegan has undergraduate degrees in Accounting and Management from St. John's University and has more than 15 years of experience in finance, accounting and treasury. Mr. Keegan also serves on the Board of Directors of the Vista Outdoor Foundation.


There are no arrangements between Mr. Keegan and any other persons pursuant to which Mr. Keegan was appointed to serve as the Company's Chief Financial Officer. There are no family relationships between Mr. Keegan and any director, executive officer or person nominated or chosen to become a director or executive officer of the Company. Mr. Keegan has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.