Utz CEO Howard Friedman Will Leave After Intersnack Buyout, And A Director Has Been Offered His Job
Director B. John Lindeman was offered an 18-month stint as CEO at a $1,700,000 base salary, as Utz holders vote on the Intersnack deal November 13.
Utz Brands CEO Howard Friedman plans to leave the snack maker shortly after its sale to Intersnack closes, and director B. John Lindeman has been offered the top job at the company's operating unit afterward, Utz said in an 8-K filed Friday.
Friedman out, Lindeman offered the job
Friedman, who also serves as Utz's principal operating officer and a director, told the chief legal officer on October 28 that he will cease his employment. His departure as an employee is anticipated for November 30, 2026, and he also leaves the board when the merger closes. The filing says his decision was not the result of any disagreement over operations, policies or practices.
On October 29, Intersnack's parent entity and the continuing stockholders signed a letter agreement offering Lindeman the CEO post at Utz Brands Holdings, the operating company, after closing. It is conditioned on the closing and a written employment agreement to be negotiated promptly afterward, with a contemplated start of November 30, 2026.
The terms call for an 18-month term, a $1,700,000 base salary and a $300,000 target bonus. He would collect an extra $500,000 if a permanent CEO, who could be Lindeman himself, is appointed within the term.
How the talks unfolded
Lindeman, who until June 2026 was CEO of Calavo Growers, first fielded an inquiry about the role in August, the filing says, and he told the special committee's counsel. The committee concluded on October 22 that he was no longer disinterested in the deal as a director, and asked that the buyers stop discussing pre-closing deal matters with him.
If Lindeman is terminated without cause, resigns for good reason or is replaced by a permanent CEO within the 18 months, he would receive his base salary through the end of that period plus earned and prorated bonuses. He may also sit on one outside company's board.
The vote and the lawsuits
Utz, which sells branded snacks to grocery and other retailers through its own delivery network and distributors, agreed on July 20 to be taken private by Intersnack Group, with Class A holders to receive $14.25 per share. Stockholders vote at a special meeting by webcast on November 13 at 9:00 a.m. ET.
Two stockholders filed complaints on October 22 in New York state court alleging the proxy statement was false and misleading. Utz calls the claims without merit and added disclosures to the proxy.
Those include Citi's discounted cash flow range of $10.60 to $14.80 per Class A share, and Citi's premiums analysis implying $9.35 to $10.80. Broker price targets that Citi reviewed ranged from $8.00 at UBS to $15.00 at RBC.
Utz stockholders vote on the Intersnack merger November 13, with Friedman's exit and Lindeman's start both pegged to November 30.
Sources
- 8-K Filing — Utz Brands, Inc. (UTZ) — SEC EDGAR
