Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
(d)
Appointment of New Director
Effective
on November 10, 2022, the Board of Directors of Kidpik Corp., a Delaware corporation (the “Company”), increased the
number of members of the Board of Directors from three to four, and appointed Ms. Jill Kronenberg as a member of the Board of Directors
to fill the newly created vacancy, each pursuant to the powers provided to the Board of Directors by the Company’s Bylaws. Ms.
Kronenberg was appointed as a Class II director. As a Class II director, Ms. Kronenberg is expected to stand for election by the Company’s
stockholders at the 2023 Annual Meeting of Stockholders.
The
Board of Directors determined that Ms. Kronenberg was “independent” pursuant to the rules of the NASDAQ Capital Market and
pursuant to Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended.
Ms.
Kronenberg is not party to any material plan, contract or arrangement (whether or not written) with the Company and there are no arrangements
or understandings between Ms. Kronenberg and any other person pursuant to which Ms. Kronenberg was selected to serve as a director of
the Company, nor is Ms. Kronenberg a participant in any related party transaction required to be reported pursuant to Item 404(a) of
Regulation S-K.
The
Company also entered into an Indemnification Agreement with Ms. Kronenberg. The Indemnification Agreement provides for indemnification
of, and advancement of litigation and other expenses to, Ms. Kronenberg to the fullest extent permitted by law for claims relating to
her service to the Company, subject to the terms and conditions contained in the form of Indemnification Agreement incorporated by reference
hereto as Exhibit 99.1. The Indemnification Agreement is identical in all material respects to the indemnification agreements
entered into with other Company directors.
There
are no family relationships between any director or executive officer of the Company, including Ms. Kronenberg.
Ms.
Kronenberg was appointed as a member of the Company’s Audit Committee upon her appointment to the Board of Directors, and as a
result, the Company now has an Audit Committee consisting of three independent directors.
The
Company has no formal director compensation policy; however, it is expected that Ms. Kronenberg will receive equity consideration for
her services on the Board of Directors, issuable in the discretion of the Board of Directors, provided that the Company has no current
plans to award any equity compensation to Ms. Kronenberg.
Biographical
information for Ms. Kronenberg is provided below:
Jill
Kronenberg, age 53
Ms.
Kronenberg is a seasoned executive with over 20 years of merchandising experience in the retail industry. Ms. Kronenberg has served as
the President of JSK Associates, an independent advisory and consulting firm specializing in a wide range of merchandising and strategic
growth initiatives since 2015. Ms. Kronenberg served as Chief Merchandising Officer of Marc Ecko Enterprises, a multichannel, fashion
apparel brand from 2011-2012, overseeing merchandising, marketing, planning, design, and production. Prior to working at Marc Ecko Enterprises,
Ms. Kronenberg served as Senior Vice President of Merchandising and General Merchandise Manager for The Children’s Place (NASDAQ:
PLCE) from 2006-2008. Prior to joining The Children’s Place, Ms. Kronenberg spent 9 years at Aeropostale, Inc. (ARO) (from 1997-2006)
where she was a key member of the executive team responsible for Aeropostale’s rapid growth and initial public offering, while
serving as Vice President of Merchandising and General Merchandise Manager. During her tenure at Aeropostale, Ms. Kronenberg also led
and developed the JIMMY’Z brand and organization, Aeropostale’s California lifestyle concept. Prior to Aeropostale, Ms. Kronenberg
served as a buyer for Petrie Retail, Inc. and Caldor Inc. Ms. Kronenberg served on the PA Executive Board of Rodeph Sholom School and
as PA President of The Shefa School. She earned her Bachelor of Science in Marketing and Management from the School of Business at the
State University of New York at Albany.
We
have concluded that Ms. Kronenberg is well qualified to serve on our board based upon her extensive merchandising and business strategy
experience.