BurgerFi International, Inc. appointed Ian Baines as new CEO

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 

Changes to Management and the Board of the Company 

On November 3, 2021, in connection with the Stock Acquisition, the Company agreed to, effective November 8, 2021, (i) remove Julio Ramirez's role as Chief Executive Officer of the Company and provide Mr. Ramirez with the role of Chief Executive Officer and President of the BurgerFi brand and (ii) appoint Ian Baines as the Chief Executive Officer of the Company in place of Julio Ramirez, in each case until their successors are chosen and qualified, or until their earlier resignation or removal and (iii) appoint Andrew Taub as a Class C director of the Company, to serve until his successor is duly elected and qualified. In addition, on November 5, 2021, the Company agreed to, effective November 8, 2021, remove James Esposito's role as Chief Operating Officer of the Company and provide Mr. Esposito with the role of Chief Operating Officer of the BurgerFi brand. 

Ian Baines 

Mr. Baines served as the President and Chief Executive Officer of ACFP Management, Inc. from January 2020 until November 2021. Mr. Baines has over four decades of experience in the restaurant and hospitality business, beginning as a classically trained chef in his native England, followed by 25 years in Canada with ever increasing roles and responsibilities culminating into Chief Operating Officer of SIR Corp restaurants. In 2004, Mr. Baines was actively recruited to join Brinker International where he served in various executive roles. He joined Darden Restaurants Inc. and led the Smokey Bones brand as President before the sale to Sun Capital, where he continued for several years as President and Chief Executive Officer. He was recruited back to Brinker International in 2011 as Senior Vice President of Strategic Innovation. From 2013 to 2014, Mr. Baines served as President and Chief Executive Officer for Uno Restaurant Holdings Corporation. From 2014 to 2018, he served as President and Chief Executive Officer of Cheddar's Scratch Kitchen; after the sale of Cheddar's to Darden Restaurants Inc. in 2017 he continued as Brand President. In 2019, he was Chief Executive Officer of Del Frisco's during the transition from a public company to three independent brands and ultimately the sale of the steak division. We believe Mr. Baines is qualified to serve on our Board of Directors due to his extensive experience in the industry. 

Except for the Purchase Agreement, there are no arrangements or understandings between Mr. Baines and any other person pursuant to which he was appointed. There are also no family relationships between Mr. Baines and any director or executive officer of the Company, and Mr. Baines does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. 

On November 4, 2021, the Company and ACFP Management, Inc. entered into an amended and restated employment agreement with Mr. Baines (the "Baines Employment Agreement"), to serve as the Company's Chief Executive Officer effective as of November 8, 2021. Under the terms of the Baines Employment Agreement, Mr. Baines shall earn a base salary of not less than $523,628, subject to review by the Compensation Committee of the Board (the "Compensation Committee") in consultation with the Executive Chairman of the Board. 


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In addition, Mr. Baines is eligible to receive an annual cash performance bonus of up to 60% of Mr. Baines' base salary, based upon the achievement of individual and Company performance objectives as mutually agreed by the Board and Mr. Baines. 

Mr. Baines will have the right to receive or participate in all employee benefit programs and perquisites generally established by the Company or one of its affiliates for similarly situated employees. In relation to Mr. Baines' previous role as Chief Executive Officer of ACFP, Mr. Baines received Target Options pursuant to a Non-Qualified Stock Option Agreement dated September 30, 2020 under the Target Plan. In relation to the consummation of the Stock Acquisition, the Company and Mr. Baines entered into an Option Agreement Amendment (the "Baines Option Agreement Amendment"), pursuant to which the Target Options held by Mr. Baines were converted into 211,662 shares of Common Stock (the "Baines Issued Shares"). Except with respect to certain permitted transfers by operation of law, permitted transferees or to pay federal and state income tax obligations, Mr. Baines may not, without the express written consent of the Board, (i) transfer any Baines Issued Shares until June 20, 2022 or (ii) during the period beginning on June 20, 2002 and ending on December 31, 2022, transfer more than 50% of any Baines Issued Shares then held by Mr. Baines. Except as otherwise determined by the Compensation Committee or the Board, all restrictions on the transfer of Baines Issued Shares shall cease as of December 31, 2022. 

Upon a termination of Mr. Baines' employment without Cause (as defined in the Baines Employment Agreement) or the resignation by Mr. Baines for Good Reason (as defined in the Baines Employment Agreement), Mr. Baines shall be entitled to receive all accrued, determined and unpaid compensation, a pro-rata bonus payment for the fiscal year of termination based on actual performance results for the full annual performance period and severance payment of Mr. Baines' base salary for a period of twelve (12) months after the date of termination. 

During the term of the Baines' Employment Agreement and for the twelve (12) months after the date of his employment, Mr. Baines will be bound by confidentiality and non-competition obligations with respect to the Company's existing brands of "BurgerFi" and "Anthony's Coal Fired Pizza" and any future brands that may be acquired by the Company from time to time. 

The Baines Employment Agreement and the Baines Option Amendment Agreement are filed with this Form 8-K as Exhibit 10.8 and Exhibit 10.9, respectively, and are incorporated herein by reference. The foregoing description of the Baines Employment Agreement and the Baines Option Amendment Agreement do not purport to be complete and are subject to, and are qualified in its entirety by, the full text of the Baines Employment Agreement and the Baines Option Amendment Agreement, respectively, filed with this Form 8-K as Exhibit 10.8 and Exhibit 10.9, respectively. 

Andrew Taub 

Mr. Taub has been a Managing Partner of L Catterton, where he focuses on the Flagship Buyout Fund, since 1996. L Catterton is the world's largest consumer-focused private equity firm, with approximately $30 billion of equity capital across six fund strategies in 17 offices globally. Andrew's investment and operating expertise spans the consumer and healthcare services landscape through investments in the pet, optical, restaurant, food and marketing services industries. In addition to serving on the Company's Board, Andrew currently serves as a director of several L Catterton portfolio companies, including JustFoodForDogs, PatientPoint Health Technologies, and FYidoctors. Andrew holds a Bachelor of Arts degree in Finance and Accounting from the University of Michigan at Ann Arbor and a Master of Business Administration degree from Columbia Business School. 

Mr. Taub was selected as a director pursuant to Seller's right under the Purchase Agreement whereby, for so long as Seller, its Affiliates or any Seller Related Persons, directly or indirectly, hold collectively 42.5% or more of the shares of Common Stock issued to Seller at the Closing, Seller shall have the option and the right (but not the obligation), to designate one director. There are no family relationships between Mr. Taub and any director or executive officer of the Company, and Mr. Taub does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. 


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Assumption of Target Plan 

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. The Company assumed the Target Plan for the purposes of accommodating the holders of the Target Options. The Option Consideration Shares were issued from shares available under the Target Plan and the Company does not intend to issue any additional shares under the Target Plan. 

The Target Plan was filed as Exhibit 4.4 to the Company's registration statement on Form S-8 filed with the SEC on November 3, 2021 and is incorporated herein by reference as Exhibit 10.10. The description of the Target Plan contained in this Form 8-K does not purport to be complete and is subject to, and is qualified in its entirety by, the full text of the Target Plan.