FARMER BROTHERS CO appointed John E. Moore III as new CEO

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


On January 31, 2024, the Board of Directors (the "Board") of Farmer Bros. Co. (the "Company") appointed John E. Moore III as the Company's President and Chief Executive Officer ("CEO") on a permanent basis. Mr. Moore was previously appointed interim CEO effective October 1, 2023 and has been a member of the Board since January 24, 2024. Before being named as the Company's interim CEO, Mr. Moore served as the Company's head of coffee, where he was responsible for the Company's green coffee procurement, research and development, coffee excellence, roasting and manufacturing and coffee sustainability initiatives. Prior to joining the Company in May 2023, Mr. Moore served as the CEO for Vassilaros Coffee from 2018 to 2023. Earlier in his career, Mr. Moore was the senior trader and general manager at Volcafe Specialty Coffee, the CEO and managing partner of FAL Coffee Inc. and the vice president of sales and marketing at Octavio Inc., dba Dallis Coffee. He has also founded and led several businesses, including Jolly Roger Imports, ELIXIR Cocktail & Espresso Bar and the German expansion of New York Gourmet GmbH & Co. Mr. Moore is a Certified Q grader and Cup of Excellence head judge.


In connection with his appointment as permanent CEO, the Board approved the following changes to Mr. Moore's compensation:


- 
his annual base salary was increased from $400,000 to $450,000, effective January 31, 2024; and


- 
his short-term cash incentive opportunity for fiscal 2024 was increased to 100% of his base salary, effective with respect to the last nine months of fiscal 2024.


In addition, as of the end of the trading day on February 12, 2024 (the "Grant Date"), Mr. Moore will be granted:


- 
an award of restricted stock units ("RSUs") with a value of $337,500 under the Company's 2017 Long-Term Incentive Plan (the "2017 Plan"), with the number of RSUs to be determined by dividing the value by the closing stock price on the Grant Date. This award will vest ratably over a three-year period on each anniversary of the Grant Date, subject to Mr. Moore's continued employment with the Company on the applicable vesting date;


- 
an award of performance-based restricted stock units ("PBRSUs") with a target value of $337,500 under the 2017 Plan, with the target number of PBRSUs to be determined by dividing the value by the closing stock price on the Grant Date. This award will be subject to Mr. Moore's continued employment with the Company through the period beginning on July 1, 2023 through June 30, 2026 (the "performance period") and will vest or be earned based on achievement relative to the criteria set forth in the award agreement during the performance period, as more fully described in the Company's proxy statement filed with the Securities and Exchange Commission (the "SEC") on December 12, 2023; and


- 
an award of PBRSUs with a target value of $450,000 under the 2017 Plan, with the target number of PBRSUs to be determined by dividing the value by the closing stock price on the Grant Date. The PBRSUs will vest, if at all, on either: (1) the date on which the volume-weighted average price per share of the Company's common stock reaches at least $6.00 per share over the preceding 90 consecutive trading days (the "share price target"); or (2) a Change in Control, as defined in the 2017 Plan, that implies a value of at least $6.00 per share for the Company's common stock. The PBRSUs will expire on the third anniversary of the Grant Date, if the share price target is not achieved, or if a Change in Control has not occurred, on or prior to such expiration date.