Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On April 6, 2017, Coach, Inc. (“Coach” or the “Company”) announced that
its Board of Directors (the “Board”) appointed Joshua Schulman, age 45,
President & Chief Executive Officer of the Coach brand of the Company,
effective June 5, 2017 (the “Effective Date”), reporting directly to
Victor Luis, Chief Executive Officer of the Company. Mr. Schulman joins
Coach from Neiman Marcus Group, where he has served as President,
Bergdorf Goodman and NMG International since October 2014, having first
become President of Bergdorf Goodman in May 2012. From 2007 until
February 2012, Mr. Schulman was Chief Executive Officer of Jimmy
Choo, Ltd. Prior to Jimmy Choo, Mr. Schulman served in senior executive
roles at global retail and luxury brands including, Managing Director,
International Strategic Alliances, Gap, Inc., Executive Vice President,
Worldwide Merchandising and Wholesale, Yves Saint Laurent, as well as
Worldwide Director, Women’s Ready-to-Wear, Gucci.
Under the terms of his offer letter (the “Offer Letter”), Mr. Schulman
will receive an initial base salary of $950,000 per year, with a target
bonus opportunity pursuant to Coach’s Performance-Based Annual Incentive
Plan equal to 100% of his base salary actually paid during each fiscal
year (with payment ranging from 0 – 200% of target subject to
performance). The actual amount of this bonus will be based on Coach’s
attaining pre-set financial or other operating criteria determined by
Coach’s Board of Directors in accordance with the terms of the
Performance-Based Annual Incentive Plan. All performance-based
compensation paid to Mr. Schulman is subject to Coach’s incentive
repayment policy applicable in the event of a material restatement of
the Company’s financial results.
Mr. Schulman will receive an annual equity grant target of $2,000,000
for fiscal year 2018, to be granted in a fixed proportion of different
equity vehicles as determined by the Board and normally granted in
August, which may include performance restricted stock units, stock
options and restricted stock units (“RSUs”).
Mr. Schulman will receive a one-time, sign-on cash bonus of $500,000,
50% of which will be payable within six weeks of his start date and 50%
of which will be payable on his six-month anniversary. He will also
receive a sign on grant of RSUs and stock options with a value of
$2,000,000. These RSUs will be eligible to vest, and convert into shares
of Coach common stock and these stock options will become exercisable,
in equal installments on the first, second, third and fourth anniversary
of the grant date.
There are no family relationships between Mr. Schulman and any director
or executive officer of the Company and he has no direct or indirect
material interest in any transaction required to be disclosed pursuant
to Item 404(a) of Regulation S-K.
The foregoing does not constitute a complete summary of the terms of the
Offer Letter, which will be filed as an exhibit to Coach’s next
quarterly report on Form 10-Q.
On April 6, 2017, the Company announced that Ian Bickley, 53, the
President, International Group for the Coach brand was named President,
Global Business Development and Strategic Alliances for Coach, Inc.,
effective July 2, 2017.
Since joining the Company in 1993, Mr. Bickley has held international
roles of increasing responsibility and seniority, most recently as the
Company’s President, International Group since August 2013. There are no
family relationships between Mr. Bickley and any director or executive
officer of the Company and he has no direct or indirect material
interest in any transaction required to be disclosed pursuant to
Item 404(a) of Regulation S-K.
On April 3, 2017, Andre Cohen, the President, North America and Global
Marketing for the Coach brand, notified the Company that he will be
resigning from the Company. Mr. Cohen’s last day with the Company will
be July 1, 2017.
On April 6, 2017, the Company issued press releases concerning the
appointment of Mr. Schulman and the resignation of Mr. Cohen, and the
appointment of Mr. Bickley to his new position. Copies of the press
releases are attached as Exhibits 99.1 and 99.2 to this Current Report
on Form 8-K and are incorporated herein by reference.