HF Foods Group Inc.
02/02/2026 | Press release | Distributed by Public on 02/02/2026 16:17
Management Change/Compensation (Form 8-K)
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Appointment of Chief Financial Officer
As previously reported on HF Foods Group Inc.'s (the "Company") Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on October 16, 2025 (the "Prior Form 8-K"), the Board of Directors (the "Board") of the Company appointed Paul McGarry as Interim Chief Financial Officer (principal financial and accounting officer) of the Company, effective October 15, 2025.
On January 27, 2026, Mr. McGarry was appointed Chief Financial Officer (principal financial and accounting officer) of the Company, effective January 27, 2026. Biographical information for Mr. McGarry is set forth in the Prior Form 8-K, and is incorporated herein by reference.
In connection with Mr. McGarry's appointment as Chief Financial Officer, on January 27, 2026, the Board approved an amendment to his offer of employment, dated February 6, 2025, as amended by the October 13, 2025 amendment (the "CFO Letter Agreement"). Pursuant to the CFO Letter Agreement, (i) Mr. McGarry's annual base salary increased to $375,000, (ii) he is eligible for a discretionary annual bonus opportunity in an amount equal to 60% of his annual base salary, and (iii) he is eligible to receive an equity grant under the Company's 2018 Omnibus Equity Incentive Plan (the "Incentive Plan"), subject to annual approval by the Compensation Committee of the Board, with a target amount of 60% of Mr. McGarry's base salary.
The foregoing summary of the terms of the CFO Letter Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the CFO Letter Agreement, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated herein by reference.
There are no arrangements or understandings between Mr. McGarry and any other person pursuant to which Mr. McGarry was appointed to serve as Chief Financial Officer of the Company. Mr. McGarry has no family relationships required to be disclosed pursuant to Item 401(d) of Regulation S-K. There are no related party transactions between the Company and Mr. McGarry which would require disclosure under Item 404(a) of Regulation S-K.
Appointment of Compensation Committee Chair
On January 27, 2026, the Board appointed Jeffery Taylor as the new Chair of the Compensation Committee . Mr. Taylor has served as a member of the Board of Directors since October 13, 2025. In connection with Mr. Taylor's appointment as Chair of the Compensation Committee, he received an increase in his annual retainer of $15,000 annually.
Adoption of Amended and Restated Executive Severance Plan
On January 27, 2026, the Board approved amendments to the Amended and Restated HF Foods Group Inc. Severance Plan (the "Amended Severance Plan"), effective January 27, 2026.
The Amended Severance Plan amends, among other items, the definition of "Key Executive" to "Key Employees", which expands the Amended Severance Plan's applicability to a "select group of management or highly compensated employees" (within the meaning of Sections 201(a), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended) of the Company who has been designated by the Committee (as defined in the Amended Severance Plan) as a Key Employee for purposes of this Amended Severance Plan. The Amended Severance Plan also extends the qualifying period for severance payments to certain executives and employees eligible to participate on a termination of employment without "cause" (as defined in the Amended Severance Plan) or by the individual for "good reason" (as defined in the Amended Severance Plan), with different severance payments depending on the title of the individual and whether or not the termination occurring during the period beginning six months before through 24 months after a "change in control" (as defined in the Amended Severance Plan).
The above description is a summary of the terms of the amendments to the Amended Severance Plan and is subject to and qualified in its entirety by the terms of the Amended Severance Plan and the Form Letter Agreement for the Severance Plan, as amended, copies of which are attached hereto as Exhibit 10.2 and Exhibit 10.3, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
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