Real Good Food Company, Inc. appointed Tim Zimmer as new CEO

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


On March 15, 2024, the Company announced the appointment of Tim Zimmer as the Company's Chief Executive Officer, effective March 15, 2024. Mr. Zimmer succeeds Gerard Law, who departed the Company as its Chief Executive Officer, effective March 15, 2024, following notice received that same day. Mr. Law's status as a member of the Company's Board of Directors will be determined at a later date. 

Mr. Zimmer, age 58, has extensive experience in the consumer products food space. He most recently served as Chief Marketing Officer for Smithfield Foods from January 2017 through June 2023, after working as Senior Vice President, Sales and Business Development for the Farmland Division from 2011. Prior to that, Mr. Zimmer held several positions from 2003 to 2010 at Sara Lee, including Vice President, Marketing, after serving as a Senior Brand Manager in various divisions of Kraft Foods from 1996 to 2002 and working in sales at Nestle from 1990 to 1992. Mr. Zimmer holds an M.B.A. from Wake Forest University and a B.B.A from the University of Texas at Arlington. 

Mr. Zimmer's offer letter with the Company (the "Offer Letter") provides for a base salary of $500,000 per year and a cash bonus of up to 50% of Mr. Zimmer's annual base salary, subject to achieving certain performance targets established by the Board. In addition, the Offer Letter provides for a grant of 500,000 performance-based restricted stock units ("PRSUs"), 100,000 of which will vest upon the trading price of the Company's Class A common stock reaching at least $3.00 per share, 200,000 of which will vest upon the trading price of the Company's Class A common stock reaching at least $5.00 per share, and 200,000 of which will vest upon the trading price of the Company's Class A common stock reaching at least $10.00 per share, subject to Mr. Zimmer remaining employed by the Company through each such vesting date. The grant of these PRSUs is subject to Board approval. Pursuant to his Offer Letter, Mr. Zimmer will be an at-will employee and thus free to terminate his employment or to have his employment terminated by the Company at any time for any reason or for no reason, with or without cause, and with or without notice. All other terms of the Offer Letter are consistent with those offered to the Company's full-time employees. The foregoing description of Mr. Zimmer's Offer Letter is qualified in its entirety by the full text thereof, which is attached hereto as Exhibit 10.1 and incorporated herein by reference. 


There is no arrangement or understanding between Mr. Zimmer and any other person pursuant to which he was selected as Chief Executive Officer, and there are no family relationships between him and any director, executive officer, or person nominated or chosen by the Company to become an executive officer. There are no transactions involving Mr. Zimmer required to be reported pursuant to Item 404(a) of Regulation S-K. 

With respect to Mr. Law, the terms and conditions of his existing employment agreement (attached as Exhibit 10.9 to the Company's annual report on Form 10-K, filed with the SEC on March 31, 2023) will remain in full force and effect until such time that Mr. Law and the Company enter into a definitive separation agreement. The Company will disclose such agreement once completed to the extent required by SEC rules.