SKULLCANDY, INC. FILES (8-K) Disclosing Change in Directors or Principal Officers
(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(c) Appointment of Chief Financial Officer. On October 7, 2013, Skullcandy, Inc.
(the "Company"), announced that it has hired Jason Hodell as its Chief Financial
Officer, who is expected to assume this position no later than November 4, 2013.
Mr. Hodell, age 44, served as Chief Financial Officer and Executive Vice
President of Shopzilla/Bizrate.com, a leading online comparison shipping
website, from 2012 to October 2013. From 2010 to 2012, he served as the Chief
Financial Officer, Chief Operating Officer and a member of the Board of
Directors for Move Networks, an IPTV technology firm later acquired by Echolstar
Advanced Technologies. From 2008 to 2010, Mr. Hodell served as Chief Financial
Officer and Chief Operating Officer, later appointed to Chief Executive Officer,
of the AVP pro volleyball tour. Prior to that, he was a member of the technology
investment banking group of JPMorgan and a portfolio manager with Plainview
Capital. Mr. Hodell received his B.S. in Economics (Mathematical) from the
United States Military Academy at West Point and then served for five years as
an Infantry Officer in the U.S. Army. He earned his Master of Business
Administration in Finance from the Wharton School, University of Pennsylvania.
Upon the commencement of his employment, Mr. Hodell will receive an annual
salary of $300,000 and be eligible to participate in the Company's annual bonus
program beginning with the 2014 fiscal year. His target bonus will be 50% of his
base salary, with a maximum bonus opportunity of 100% of his base salary. Mr.
Hodell will be eligible to participate in the Company's Amended and Restated
2011 Incentive Award Plan, and will receive an inaugural, one-time equity grant
valued at approximately $800,000, comprised of stock options and restricted
stock units. The stock options and restricted stock units will vest on each
anniversary of the date of grant in the following installments over a five year
period: 10%, 15%, 20%, 25% and 30%. Mr. Hodell will be entitled to receive
annual equity grants valued at $300,000, subject to the discretion of the Board
of Directors. Mr. Hodell must continue service with the Company through the
applicable equity vesting dates. Mr. Hodell will be eligible to participate in
the Company's 401(k) plan, health plans and other benefits on the same terms as
all other Company employees. The Company will also provide Mr. Hodell with a
signing bonus of $75,000, which is to be reimbursed on a pro-rata basis if his
employment terminates during the first 12 months.
In the event that Mr. Hodell's employment with the Company is terminated other
than for "cause" or if he resigns for "good reason" (both, as defined in the
employment agreement), he will also be entitled to receive (i) a severance
payment equal to six months of the base salary in effect immediately prior to
the date of termination, (ii) a payment equal to his target bonus for the year
in which his employment terminates and (iii) all of his unvested options will
immediately vest and become exercisable, all subject to reduction in accordance
with an Internal Revenue Code of 1986, as amended, Section 280G best pay
limitation. In the event of a termination due to death or disability, Mr. Hodell
will be entitled to the benefits in clause (iii) of the preceding sentence.
There are no family relationships between Mr. Hodell and any director or
executive officer of the Company and there are no transactions between
Mr. Hodell and the Company that would be reportable under Item 404(a) of
The full text of the press release announcing Mr. Hodell's appointment is
furnished as Exhibit 99.1 to this Current Report on Form 8-K and shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, or otherwise subject to the liabilities of that Section.
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