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
On March 4, 2020, the board of directors of the Company appointed Katrina O'Connell as the Company's Executive Vice President and Chief Financial Officer ("CFO"), effective March 23, 2020.
Prior to her appointment as the Company's CFO, Ms. O'Connell, 50, served as the Chief Financial Officer and Senior Vice President of Strategy & Innovation, Old Navy since January 2017; and Chief Financial Officer and Senior Vice President of Strategy, Banana Republic from March 2015 to January 2017. Ms. O'Connell has previously held various roles at the Company focused on both financial budgeting and forecasting for the Company's portfolio of brands, as well roles in supply chain, IT, treasury and investor relations.
Pursuant to the terms of Ms. O'Connell's at-will offer letter with the Company (the "O'Connell Offer Letter"), she will receive an annual base salary of $750,000 and will be eligible for an annual target bonus equal to 100% of her base salary, prorated to her start date. Ms. O'Connell will also be eligible to receive long-term equity incentive awards with an annual target value of $2,500,000, which will be comprised of 60% performance restricted stock units, 20% stock options and 20% restricted stock units. The vesting period for such awards will be determined at the time of grant. Ms. O'Connell is also eligible to receive severance benefits as set forth in the O'Connell Offer Letter, which include 18 months of post-termination salary payments, reimbursement of healthcare premiums through COBRA, financial counseling, a prorated annual bonus and accelerated vesting of restricted stock units and performance shares or units that remain subject only to time vesting conditions scheduled to vest prior to April 1 following the fiscal year of termination.
There are no family relationships existing between Ms. O'Connell and any director or executive officer of the Company. There have been no transactions, and no transactions are currently proposed, in which the Company was or is to be a participant and in which Ms. O'Connell or any member of her immediate family had or will have any interest, that are required to be disclosed by Item 404(a) of Regulation S-K. In addition, there are no arrangements or understandings between Ms. O'Connell and any other persons pursuant to which Ms. O'Connell was appointed to this position.
In connection with the naming of Ms. O'Connell as CFO, Teri List-Stoll will step down as the Company's CFO, effective as of Ms. O'Connell's start date, and will remain employed by the Company for a transition period through June 2020. Ms. List-Stoll will be eligible for separation benefits based on her termination without cause as described in the Post-Termination Benefits Agreement previously filed with the Securities and Exchange Commission.
Entry into a Material Compensatory Arrangement
On March 9, 2020, the Company entered into an at-will offer letter with Mark Breitbard in connection with his role as the Company's President & Chief Executive Officer, Specialty Brands (the "Breitbard Offer Letter"). Pursuant to its terms, he will receive an annual base salary of $1,100,000 and will be eligible for an annual target bonus equal to 150% of his base salary, prorated to his start date. Mr. Breitbard will also be eligible to receive long-term equity incentive awards with an annual target value of $4,400,000, which will be comprised of 60% performance restricted stock units, 20% stock options and 20% restricted stock units. The vesting period for such awards will be determined at the time of grant. Mr. Breitbard is also eligible to receive severance benefits as set forth in the Brietbard Offer Letter, which include 18 months of post-termination salary payments, reimbursement of healthcare premiums through COBRA, financial counseling, a prorated annual bonus and
accelerated vesting of restricted stock units and performance shares or units that remain subject only to time vesting conditions scheduled to vest prior to April 1 following the fiscal year of termination.
The foregoing summaries of the O'Connell Offer Letter and the Breitbard Offer Letter do not purport to be complete and are subject to, and qualified in their entirety by the full text of the each agreement, which will be filed as exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended February 1, 2020.