[8-K] Twin Hospitality Group Inc. Reports Material Event

Rhea-AI Filing Summary

Twin Hospitality Group Inc. (NASDAQ: TWNP) filed an 8-K to disclose the execution of a formal Employment Agreement with newly appointed President & CEO Kim Boerema on 27 June 2025. The agreement codifies compensation that was preliminarily outlined in the company’s May 19, 2025 announcement.

Key compensation terms:

• Base salary: $450,000 per year, subject to discretionary merit increases by the Board.
• Annual bonus: Board-discretionary with a minimum floor of $250,000.
• Equity awards: 250,000 RSUs and 50,000 stock options, vesting in equal annual tranches over three years.
• Relocation allowance: one-time payment of $50,000 to move to Dallas, TX.
• Benefits: standard company plans and 20 days paid time off.
• Severance: upon termination without cause or resignation for good reason, 12 months of base salary plus a pro-rated bonus, contingent on a separation agreement.
• Restrictive covenants: 12-month non-compete, non-solicitation, and non-interference within 25 miles of any “Twin Peaks” restaurant.

The equity package represents direct alignment of the CEO’s incentives with shareholder value but introduces potential dilution. Minimum bonus guarantees and severance terms increase fixed cost commitments. No other operational or financial metrics were provided in this filing.

Positive

• Formalized CEO contract removes governance uncertainty and secures leadership continuity.
• Equity-based compensation aligns executive incentives with long-term shareholder returns.

Negative

• Guaranteed $250k annual bonus increases fixed cash obligations irrespective of performance.
• 300,000 share equivalent awards introduce incremental dilution over the three-year vesting horizon.

Insights

Corporate Governance Expert

TL;DR: Formal CEO contract adds stability; pay mix is equity-heavy but minimum bonus raises fixed expense.

The written agreement eliminates ambiguity around Mr. Boerema’s compensation, a positive governance step after his May appointment. Equity (300k total shares/options) vests over three years, fostering retention and value alignment. However, the $250k guaranteed bonus plus one-year salary severance raises fixed obligations. Restrictive covenants protect trade secrets and talent, typical for restaurant sector leadership. Overall impact is governance-neutral: clear structure but no direct earnings effect.

Equity Analyst

TL;DR: Equity grants align CEO with shareholders; dilution and guaranteed cash outlay modest versus TWNP float.

At current share count, 300,000 new awards equal roughly 0.9% dilution (exact float not provided but based on last 10-Q disclosure of ~33 M shares). Cash costs—$450k salary and minimum $250k bonus—are <1% of FY-24 revenue (assuming ~$100 M run-rate), thus financially immaterial. Investors should monitor performance hurdles for future bonuses; none are specified, leaving compensation largely discretionary. Impact on valuation metrics is negligible in the near term.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 27, 2025

Twin Hospitality Group Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-42395		99-1232362
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

5151 Belt Line Road, Suite 1200 Dallas, TX		75254
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (972) 941-3150

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share		TWNP		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Compensatory Plan, Contract or Arrangement

On June 27, 2025, Twin Hospitality Group Inc. (the “Company”) entered into a written Employment Agreement (the “Employment Agreement”) with Kim Boerema, who joined the Company as President and Chief Executive Officer on May 19, 2025. The material terms of Mr. Boerema’s compensation were previously disclosed in the Company’s Form 8-K filed on May 19, 2025, and are reflected in the Employment Agreement.

The Employment Agreement provides that Mr. Boerema will receive an annual base salary of $450,000, which amount is subject to annual merit-based increases in the sole discretion of the Board of Directors, and he will also be eligible for annual bonuses in the sole discretion of the Board, with a minimum bonus amount of not less than $250,000 per year. Under the Employment Agreement, Mr. Boerema is also entitled to receive restricted stock units for 250,000 shares of the Company’s Class A common stock and stock options for 50,000 shares of Class A common stock, each vesting in equal annual installments over three years. He is also entitled to receive a one-time relocation allowance of $50,000 incurred in moving his primary residence to Dallas, Texas. The Employment Agreement also entitles Mr. Boerema to participate in benefit plans or programs that the Company makes available to employees generally and receive 20 days of paid time off per 12-month period.

If Mr. Boerema’s employment is involuntarily terminated without “cause” or he resigns for “good reason” (each as defined in the Employment Agreement), he will be entitled to receive severance pay equal to 12 months of base salary plus a pro-rated bonus for the year in which his employment terminates, provided he agrees to a full separation agreement and release of claims on terms proposed by the Company.

The Employment Agreement contains non-competition and non-solicitation provisions pursuant to which Mr. Boerema agreed that, for a period of twelve (12) months following the termination of his employment with the Company, he will not (a) work as an employee of a business that derives at least 50% of its revenue from a casual dining restaurant with table service and features an all-female wait staff as an integral part of its business model; (b) solicit or contact with a view to the engagement of employment of, any person who is an employee of Company or any of its subsidiaries; or (c) seek to contract or engage (in such a way as to adversely affect or interfere with the business of Company or any of its subsidiaries) any person or entity who has been contracted with or engaged to manufacture, assemble, supply or deliver products, goods, materials, or services to the Company or any of its subsidiaries, and with whom he had material business contact during his employment. These restrictions apply to conduct and activity in any location within 25 miles of any existing and open “Twin Peaks” branded restaurant or planned “Twin Peaks” branded restaurant as described in the Employment Agreement.

The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, which is filed herewith as Exhibit 10.1 and incorporated herein by this reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit		Description
10.1		Employment Agreement between the Company and Kim Boerema, dated June 27, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Twin Hospitality Group Inc.
Date: July 11, 2025	/s/ Kenneth J. Kuick
	Kenneth J. Kuick
	Chief Financial Officer

FAQ

What is Kim Boerema's base salary at Twin Hospitality Group (TWNP)?

Mr. Boerema will earn a $450,000 annual base salary.

Does the new TWNP CEO receive a guaranteed bonus?

Yes. The Employment Agreement specifies a minimum annual bonus of $250,000.

How many Twin Hospitality shares are granted to the CEO?

The CEO receives 250,000 restricted stock units plus 50,000 stock options, vesting over three years.

What severance is owed if the CEO is terminated without cause?

He is entitled to 12 months of base salary and a pro-rated bonus, subject to a separation agreement.

Are there non-compete restrictions in the TWNP Employment Agreement?

Yes. A 12-month non-compete and non-solicitation applies within 25 miles of any Twin Peaks location.