EXPRESS, INC. (NYSE:EXPR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The named executive officers of Express, Inc. (the "Company") for 2017 are as follows: David Kornberg, President & Chief Executive Officer, Matthew Moellering, Executive Vice President & Chief Operating Officer, Periclis (“Perry”) Pericleous, Senior Vice President, Chief Financial Officer & Treasurer, James (“Jim”) Hilt, Executive Vice President & Chief Customer Experience Officer, and Erica McIntyre, former Executive Vice President – Merchandising. Ms. McIntyre left the Company on February 5, 2018. Mr. Hilt was promoted from Executive Vice President, Chief Marketing Officer, and e-Commerce to Executive Vice President & Chief Customer Experience Officer, with responsibility over marketing, stores, and e-commerce, on April 4, 2018.

NEO Compensation Arrangements

On April 3, 2018, in connection with the annual review of the executive compensation arrangements of the Company, the Compensation and Governance Committee (the "Committee") of the Company's Board of Directors approved the following changes to the compensation arrangements of the Company's named executive officers.

Annual Base Salary Changes

The annual base salaries of Mr. Kornberg and Mr. Moellering, remain at $1,000,000 and $793,000, respectively. The base salary increases for Mr. Hilt and Mr. Pericleous became effective on April 1, 2018, and March 25, 2018, respectively.

Seasonal Performance-Based Cash Incentive Target Percentage Increases

The seasonal performance-based cash incentive compensation targets as a percentage of annual base salary for Messrs. Kornberg, Moellering, and Pericleous remain at 130%, 85%, and 65%, respectively. For a description of the Company's seasonal performance-based cash incentive plan, refer to the Company's definitive proxy statement on Schedule 14A ("Proxy Statement") filed with the Securities and Exchange Commission ("SEC") on April 28, 2017.

2018 Long-Term Incentive Awards

On April 4, 2018 the Company's named executive officers were granted the following equity and cash-based incentive awards:

One-fourth of the time-based restricted stock units are scheduled to vest on April 15 of each of 2019, 2020, 2021, and 2022, subject to continued employment with the Company.

The percentage of performance-based restricted stock units and cash-based incentive awards (collectively, "Performance-Based Awards") that vest will be determined based on the Company’s adjusted diluted earnings per share for the three-year period commencing on the first day of the Company’s 2018 fiscal year and ending on the last day of the Company’s 2020 fiscal year, compared to the performance goals established by the Committee. The Performance-Based Awards that are earned based on achievement of the performance goals are scheduled to vest on April 15, 2021, subject to continued employment with the Company. The range of possible payouts for the Performance-Based Awards are set forth in the table above.The percentage of Performance-Based Awards that vest will be determined using straight line interpolation if adjusted diluted earnings per share over the performance period is an amount between the performance goals.

The Performance-Based Awards also include a relative total shareholder return (“TSR”) modifier such that payouts may be increased or decreased to the table below based on Company TSR performance relative to TSR of the Dow Jones U.S. Retail Apparel Index ("Peer Group") for the three-year period commencing on the first day of the Company’s 2018 fiscal year and ending on the last day of the Company’s 2020 fiscal year.

The time-based restricted stock units were granted to the form of Restricted Stock Unit Agreement, a copy of which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K on April 4, 2014 and is incorporated herein by reference. The Performance-Based Awards were granted to a form of Restricted Stock Unit and Other Cash-Based Award Agreement, a copy of which is attached to this Current Report as Exhibit 10.1, and is incorporated herein by reference.

The foregoing time-based restricted stock unit awards and Performance-Based Awards were made to the Company’s 2010 Incentive Compensation Plan, as amended, which was filed with the SEC on April 28, 2017 as Appendix B to the Company's Proxy Statement and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

EXPRESS, INC. Exhibit
EX-10.1 2 formofrestrictedstockunita.htm FORM OF RESTRICTED STOCK UNIT AND OTHER CASH-BASED AWARD AGREEMENT Exhibit Exhibit 10.1Restricted Stock Unit and Other Cash-Based Award AgreementRESTRICTED STOCK UNIT AND OTHER CASH-BASED AWARD AGREEMENTPURSUANT TO THE EXPRESS,…
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About EXPRESS, INC. (NYSE:EXPR)

Express, Inc. is a specialty apparel and accessories retailer offering both women’s and men’s merchandise, targeting the 20 to 30 year old customer. The Company offers an assortment of fashionable apparel and accessories to address fashion needs across multiple aspects of lifestyles, including work, casual, jeans wear and going-out occasions. It operates through the operation of its brick-and-mortar retail and outlet stores, e-commerce operations and franchise operations segment. The Company sells its products through its e-commerce Website, www.express.com, and has franchise agreements with franchisees that operate Express locations in Latin America, the Middle East and South Africa. It operates approximately 650 stores across the United States, in Canada and in Puerto Rico, including over 80 factory outlet stores. It products are created by its in-house design team. The Company has a portfolio of products that have brand value, including the Editor pant and 1MX shirt.