BUILD-A-BEAR WORKSHOP INC 8-K

What Happened

• Build-A-Bear Workshop, Inc. announced on March 12, 2026 that President & CEO Sharon Price John will retire following a transition period, with her employment agreement ending on June 11, 2026 (the company’s 2026 annual meeting). The Board appointed J. Christopher Hurt to become Chief Executive Officer effective June 11, 2026. Mr. Hurt has been with the company since 2015 and currently serves as Chief Operations and Experience Officer.
• The Board increased its size to eight members and will appoint Mr. Hurt to the Board as a non-independent Class II director effective on the Promotion Effective Date. Ms. John will remain on the Board as a non-independent Class II director through the 2027 annual meeting.

Key Details

• CEO employment agreement effective March 12, 2026 with an initial three-year term (renewing year-to-year thereafter).
• Minimum annual base salary: $700,000; target annual bonus: at least 100% of base salary; eligible for equity under the company’s Omnibus Plan.
• Anticipated 2026 long-term incentive award: $1,200,000 (70% performance-based restricted stock; 30% time-based), pending final approvals and vesting conditions.
• Termination protections include salary continuation/lump-sum payments in certain events and a lump sum equal to 18 months of continuation of certain health and welfare benefits; agreement includes non-compete, non-solicit, non-disparagement and confidentiality provisions. Company reports no related-party transactions involving Mr. Hurt exceeding $120,000.

Why It Matters

• Leadership change is material: a new CEO can affect strategy, operations and investor confidence. Mr. Hurt’s background is operations- and retail-focused, reflecting continuity with the company’s retail turnaround and brand initiatives.
• Compensation and incentive mix signal management’s alignment with performance (significant performance-based equity) and provide insight into potential near-term compensation expense.
• Investors should note the effective date (June 11, 2026), governance impact (Board seat added), and the contractual protections that could affect severance costs if the transition changes.