Green Mountain Coffee Roasters' Board of Directors elects Norman H Wesley as chairman

Green Mountain Coffee Roasters, Inc, (NASDAQ: GMCR), a leader in specialty coffee and coffee makers, today announced several changes to its Board of Directors including the election of Norman H Wesley to the role of Chairman of the Board of Directors and the appointment of AD "David" Mackay as an independent Director. Michael J Mardy, who had previously served as interim Chairman of the Board, will continue in his role as Audit Committee Chair. GMCR also announced that its Chief Legal Officer, Howard Malovany, will be stepping down next year.
Effective December 12, 2012, Mackay became a Class III Director with a term that expires at the Company's 2014 Annual Meeting where he will stand for election by shareholders. His addition expands GMCR's Board of Directors to 10 members, eight of whom are independent.
Wesley, stated, "I am honored to assume the Chairmanship of such an innovative and dynamic company and would like to formally thank Mike Mardy for undertaking that responsibility on an interim basis. Our Board also is pleased to welcome David Mackay , a highly accomplished executive, to the Board. It remains clear to our entire Board that GMCR is executing against a substantial opportunity, and the new leadership on the Board, and recently appointed CEO, Brian Kelly , positions the company for success."
AD "David" Mackay, 57, served as the Chief Executive Officer of Kellogg Company from December 2006 to January 2011 and as its President from August 2003 to January 2011. Prior to that experience, he served as the Chief Operating Officer of Kellogg from 2003 to 2006.
In addition to his rich consumer product background Mackay brings significant international experience to the Board of GMCR, derived from his roles at Kellogg Australia, United Kingdom and Republic of Ireland, as well as his role as Managing Director of Sara Lee Bakery in Australia. Mr. Mackay is currently the Non-Executive Chairman of Beam, Inc., serves on the Board of Directors of Fortune Brands Home & Security, Inc., and Woolworths Ltd. Australia. He previously served as a Director of Kellogg Company and of Fortune Brands, Inc.
Mackay stated, "Through its ability to marry consumer insight and real innovation, GMCR has driven extraordinary growth in the coffee category and I believe the Company can further leverage its single-serve expertise to drive additional category expansion and opportunity. There is no doubt in my mind that the Company has a unique platform, a strong connection with the consumer and a great opportunity to deliver on its financial goals. I look forward to getting to know my fellow directors and collectively focusing on the long-term operating success of the Company."
Green Mountain Coffee also announced in a Form 8-K report that GMCR and Howard Malovany "have agreed that he will step down as Chief Legal Officer, Corporate General Counsel and Secretary effective March 31, 2013. The Company and Mr. Malovany entered into a letter agreement (the Transition Agreement) on December 13, 2013, which governs the terms of his transition, with the following material provisions:
·"Mr. Malovany will terminate employment on March 31, 2013. Until then, he will continue to be paid at his current rate of salary. He will terminate his position as Chief Legal Officer, Corporate General Counsel and Secretary on that date or, if earlier, the date of employment of his successor general counsel.
· "Effective April 1, 2013 through March 31, 2014, Mr. Malovany will receive salary continuation payments in accordance with the Companys normal payroll practices.
· "Mr. Malovany will be entitled to participate in Company employee benefit plans through March 31, 2013. He will also be entitled to a pro rata portion of his fiscal year 2013 short term incentive, based on his service as an employee in the 2013 fiscal year, based on actual performance, payable at the time other executives are paid their 2013 short term incentives. When his employment terminates, he will also be entitled to payment of accrued but unused vacation time, and (if he elects COBRA continuation coverage) to a payment for up to 12 months equal to the Companys contribution toward medical and dental coverage for active employees.
·"Mr. Malovany will no longer be a participant in the Companys Change in Control Severance Benefit Plan (CIC Plan); however, he will continue to vest in his equityawards throughout his employment, and the option granted him in 2009 will remain exercisable for one year after his termination of employment on March 31, 2013. In the event of a change in control (as defined in the CIC Plan and section 409A of the Internal Revenue Code) Mr. Malovanys equity awards will be treated the same as equity awards of persons who do participate in the CIC plan. In addition, upon a change in control of the Company (as defined in the CIC Plan and section 409A of the Internal Revenue Code) (a) Mr. Malovanys service will automatically terminate, if not previously terminated, (b) payment of any continued monthly payments he is receiving or entitled to receive will be accelerated, and (c) he will be entitled to a pro rata target 2013 annual bonus in lieu of a pro rata bonus based on actual performance. If the change in control occurs after his termination date and before the end of the Companys 2013 fiscal year, Mr. Malovanys pro rata bonus will be determined in the same manner as bonuses for active employees under the change in control transaction documents.
· "If Mr. Malovany should die prior to the end of the 2013 fiscal year, his 2013 fiscal year bonus will be pro-rated based on the target amount, and any continued monthly payments he is receiving or entitled to receive will be accelerated. No salary continuation payments will be made in the event of his death prior to his termination of service.
·"Mr. Malovany will be bound by a confidentiality covenant and a 12-month non-compete and non-solicitation obligation following termination of his service. A mutual non-disparagement covenant also applies.
·"The Transition Agreement provides for a standard waiver and release of claims by Mr. Malovany at the time the Transition Agreement is entered and a supplemental waiver and release of claims when his employment terminates.
This summary is qualified in its entirety by the terms of the Transition Agreement."
About Green Mountain Coffee Roasters, Inc.
As a leader in specialty coffee and coffee makers, Green Mountain Coffee Roasters, Inc. (GMCR) (NASDAQ: GMCR), is recognized for its award-winning coffees, innovative Keurig® Single Cup brewing technology, and socially responsible business practices. GMCR supports local and global communities by offsetting 100% of its direct greenhouse gas emissions, investing in sustainably-grown coffee, and donating a portion of its pre-tax profits to social and environmental projects.
WATERBURY, Vt.--(BUSINESS WIRE)-- Green Mountain Coffee Roasters, Inc 12.18.2012