Abercrombie 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.
Changes to Compensation of Fran Horowitz to reflect Appointment
as Chief Executive Officer
as Chief Executive Officer
As previously disclosed in the Current Report on Form 8-K filed
by Abercrombie Fitch Co. (the Company) on February 1, 2017 (the
February 1, 2017 Form 8-K), on January 30, 2017, the Board of
Directors of the Company appointed Fran Horowitz to serve as the
Chief Executive Officer of the Company, effective February 1,
2017. On that same day, Ms. Horowitz was also appointed to serve
on the Board of Directors of the Company, effective February 1,
2017.
by Abercrombie Fitch Co. (the Company) on February 1, 2017 (the
February 1, 2017 Form 8-K), on January 30, 2017, the Board of
Directors of the Company appointed Fran Horowitz to serve as the
Chief Executive Officer of the Company, effective February 1,
2017. On that same day, Ms. Horowitz was also appointed to serve
on the Board of Directors of the Company, effective February 1,
2017.
On February 14, 2017, the Compensation and Organization Committee
of the Companys Board of Directors (the Compensation Committee)
approved changes to Ms. Horowitzs base salary as well as her
target and maximum annual cash incentive opportunities under the
Companys Incentive Compensation Performance Plan (the Incentive
Plan) to reflect her promotion. The change in Ms. Horowitzs base
salary is effective February 1, 2017, and the new target and
maximum annual cash incentive opportunities will be effective for
the Companys fiscal year ending February 3, 2018 (Fiscal 2017).
The following table shows Ms. Horowitzs new base salary as well
as her new target and maximum annual cash incentive
opportunities, each expressed as a percentage of her base salary,
under the Incentive Plan. As with other participants in the
Incentive Plan, Ms. Horowitzs maximum annual cash incentive
opportunity is two times the target annual cash incentive
opportunity.
of the Companys Board of Directors (the Compensation Committee)
approved changes to Ms. Horowitzs base salary as well as her
target and maximum annual cash incentive opportunities under the
Companys Incentive Compensation Performance Plan (the Incentive
Plan) to reflect her promotion. The change in Ms. Horowitzs base
salary is effective February 1, 2017, and the new target and
maximum annual cash incentive opportunities will be effective for
the Companys fiscal year ending February 3, 2018 (Fiscal 2017).
The following table shows Ms. Horowitzs new base salary as well
as her new target and maximum annual cash incentive
opportunities, each expressed as a percentage of her base salary,
under the Incentive Plan. As with other participants in the
Incentive Plan, Ms. Horowitzs maximum annual cash incentive
opportunity is two times the target annual cash incentive
opportunity.
Ms. Horowitzs Compensation Changes
|
Annual Cash Incentive Opportunities
(Effective for Fiscal 2017)
|
||||
|
Base Salary
(Effective February 1, 2017)
|
Target
(as a percent of Base Salary)
|
Maximum
(as a percent of Base Salary)
|
||
|
$1,200,000
|
150%
|
300%
|
||
In addition, the aggregate grant date fair value of the long-term
incentive (in the form of an equity award) to be granted to Ms.
Horowitz as part of the annual grant in Fiscal 2017 (the 2017
Annual Equity Grant) will be approximately $4,250,000. The
specific terms of Ms. Horowitzs 2017 Annual Equity Grant and the
associated performance criteria will be determined in connection
with the Compensation Committees approval of annual equity
awards, although it is currently anticipated that the 2017 Annual
Equity Grant will be granted 50% in the form of performance share
awards (PSAs) and 50% in the form of restricted stock units
(RSUs) consistent with the mix which had been approved for the
annual grants to members of the Companys Leadership Team in March
of 2016.
incentive (in the form of an equity award) to be granted to Ms.
Horowitz as part of the annual grant in Fiscal 2017 (the 2017
Annual Equity Grant) will be approximately $4,250,000. The
specific terms of Ms. Horowitzs 2017 Annual Equity Grant and the
associated performance criteria will be determined in connection
with the Compensation Committees approval of annual equity
awards, although it is currently anticipated that the 2017 Annual
Equity Grant will be granted 50% in the form of performance share
awards (PSAs) and 50% in the form of restricted stock units
(RSUs) consistent with the mix which had been approved for the
annual grants to members of the Companys Leadership Team in March
of 2016.
As disclosed in the February 1, 2017 Form 8-K, Ms. Horowitz will
receive no additional compensation for services rendered as a
director of the Company since she also serves as an officer of
the Company.
receive no additional compensation for services rendered as a
director of the Company since she also serves as an officer of
the Company.
Changes to Compensation of Joanne Crevoiserat to reflect
Appointment as Chief Operating Officer
Appointment as Chief Operating Officer
As previously disclosed in the February 1, 2017 Form 8-K, on
January 30, 2017, the Board of Directors of the Company
appointed Joanne Crevoiserat to serve as the Chief Operating
Officer of the Company, effective February 1, 2017. Ms.
Crevoiserat has also continued in her role as Executive Vice
President and Chief Financial Officer of the Company.
January 30, 2017, the Board of Directors of the Company
appointed Joanne Crevoiserat to serve as the Chief Operating
Officer of the Company, effective February 1, 2017. Ms.
Crevoiserat has also continued in her role as Executive Vice
President and Chief Financial Officer of the Company.
On February14, 2017, the Compensation Committee approved
changes to Ms. Crevoiserats base salary as well as her target
and maximum annual cash incentive opportunities under the
Incentive Plan to reflect her promotion. The change in Ms.
Crevoiserats base salary is effective February 1, 2017, and the
new target and maximum annual cash incentive opportunities will
be effective for Fiscal 2017. The following table shows Ms.
Crevoiserats new base salary as well as her new target and
maximum annual cash incentive opportunities, each expressed as
a percentage of her base salary, under the Incentive Plan. As
with other participants in the Incentive Plan, Ms. Crevoiserats
maximum annual cash incentive opportunity is two times the
target annual cash incentive opportunity.
changes to Ms. Crevoiserats base salary as well as her target
and maximum annual cash incentive opportunities under the
Incentive Plan to reflect her promotion. The change in Ms.
Crevoiserats base salary is effective February 1, 2017, and the
new target and maximum annual cash incentive opportunities will
be effective for Fiscal 2017. The following table shows Ms.
Crevoiserats new base salary as well as her new target and
maximum annual cash incentive opportunities, each expressed as
a percentage of her base salary, under the Incentive Plan. As
with other participants in the Incentive Plan, Ms. Crevoiserats
maximum annual cash incentive opportunity is two times the
target annual cash incentive opportunity.
Ms. Crevoiserats Compensation Changes
|
Annual Cash Incentive Opportunities
(Effective for Fiscal 2017)
|
||||
|
Base Salary
(Effective February 1, 2017)
|
Target
(As a percent of Base Salary)
|
Maximum
(as a percent of Base Salary)
|
||
|
$850,000
|
50%
|
200%
|
||
In addition, the aggregate grant date fair value of the
long-term incentive (in the form of an equity award) to be
granted to Ms. Crevoiserat as part of the annual grant in
Fiscal 2017 (the 2017 Annual Equity Grant) will be
approximately $1,900,000. The specific terms of Ms.
Crevoiserats 2017 Annual Equity Grant and the associated
performance criteria will be determined in connection with the
Compensation Committees approval of annual equity awards,
although it is currently anticipated that the 2017 Annual
Equity Grant will be granted 50% in the form of PSAs and 50% in
the form of RSUs consistent with the mix which had been
approved for the annual grants to members of the Companys
Leadership Team in March of 2016.
long-term incentive (in the form of an equity award) to be
granted to Ms. Crevoiserat as part of the annual grant in
Fiscal 2017 (the 2017 Annual Equity Grant) will be
approximately $1,900,000. The specific terms of Ms.
Crevoiserats 2017 Annual Equity Grant and the associated
performance criteria will be determined in connection with the
Compensation Committees approval of annual equity awards,
although it is currently anticipated that the 2017 Annual
Equity Grant will be granted 50% in the form of PSAs and 50% in
the form of RSUs consistent with the mix which had been
approved for the annual grants to members of the Companys
Leadership Team in March of 2016.
Promotional Awards
The Compensation Committee and the Board of Directors of the
Company believe that it is important to recognize not only the
promotion of each of Ms. Horowitz and Ms. Crevoiserat but also
their individual strong performances, their ongoing
contributions to the operations of the Company, and their
criticality to the Companys turnaround efforts in both the
near-term and the long-term. Accordingly, at its February 14,
2017 meeting, the Compensation Committee determined it to be
appropriate and in the best interests of the Company to grant
each of Ms. Horowitz and Ms. Crevoiserat a promotional award of
RSUs (the Promotional RSUs) in addition to the 2017 Annual
Equity Grant that each will receive. The Promotional RSUs will
be granted at the same time as the 2017 Annual Equity Grants,
with both to be considered at the Compensation Committees
meeting to be held in March of 2017. The aggregate grant date
fair value of the Promotional RSUs to be granted to Ms.
Horowitz and Ms. Crevoiserat will be approximately $4,000,000
and $3,000,000, respectively.
Company believe that it is important to recognize not only the
promotion of each of Ms. Horowitz and Ms. Crevoiserat but also
their individual strong performances, their ongoing
contributions to the operations of the Company, and their
criticality to the Companys turnaround efforts in both the
near-term and the long-term. Accordingly, at its February 14,
2017 meeting, the Compensation Committee determined it to be
appropriate and in the best interests of the Company to grant
each of Ms. Horowitz and Ms. Crevoiserat a promotional award of
RSUs (the Promotional RSUs) in addition to the 2017 Annual
Equity Grant that each will receive. The Promotional RSUs will
be granted at the same time as the 2017 Annual Equity Grants,
with both to be considered at the Compensation Committees
meeting to be held in March of 2017. The aggregate grant date
fair value of the Promotional RSUs to be granted to Ms.
Horowitz and Ms. Crevoiserat will be approximately $4,000,000
and $3,000,000, respectively.
Fifty percent (50%) of the Promotional RSUs (the
Service-Vested Promotional RSUs) will be subject to a total
three-year vesting schedule, under which 25% of the
Service-Vested Promotional RSUs will vest on each of the
first and second anniversaries of the grant date, and 50% of
the Service-Vested Promotional RSUs will vest on the third
anniversary of the grant date. The remaining fifty percent
(50%) of the Promotional RSUs (the Performance-Based
Promotional RSUs) will be earned depending on the level of
achievement with respect to the performance goal based on
cumulative comparable store sales for the three-fiscal-year
performance period comprised of Fiscal 2017 and the two
succeeding fiscal years of the Company (the Three-Year
Performance Period). The threshold level of performance
results in a 50% payout of the Performance-Based Promotional
RSUs and requires achievement of at least 5% cumulative
comparable store sales over the Three-Year Performance
Period. The target level of performance results in a 50%
payout and requires achievement of at least 6% cumulative
comparable store sales over the Three-Year Performance
Period. Payout for the achievement of the cumulative
comparable store sales performance goal is also contingent
upon the Company achieving a pre-established minimum EBITDA
growth for the corresponding incremental revenue over the
Three-Year Performance Period. No payout above 50% is
available under the Performance-Based Promotional RSUs.
Service-Vested Promotional RSUs) will be subject to a total
three-year vesting schedule, under which 25% of the
Service-Vested Promotional RSUs will vest on each of the
first and second anniversaries of the grant date, and 50% of
the Service-Vested Promotional RSUs will vest on the third
anniversary of the grant date. The remaining fifty percent
(50%) of the Promotional RSUs (the Performance-Based
Promotional RSUs) will be earned depending on the level of
achievement with respect to the performance goal based on
cumulative comparable store sales for the three-fiscal-year
performance period comprised of Fiscal 2017 and the two
succeeding fiscal years of the Company (the Three-Year
Performance Period). The threshold level of performance
results in a 50% payout of the Performance-Based Promotional
RSUs and requires achievement of at least 5% cumulative
comparable store sales over the Three-Year Performance
Period. The target level of performance results in a 50%
payout and requires achievement of at least 6% cumulative
comparable store sales over the Three-Year Performance
Period. Payout for the achievement of the cumulative
comparable store sales performance goal is also contingent
upon the Company achieving a pre-established minimum EBITDA
growth for the corresponding incremental revenue over the
Three-Year Performance Period. No payout above 50% is
available under the Performance-Based Promotional RSUs.
If either Ms. Horowitz or Ms. Crevoiserat resigns or her
employment is terminated by the Company for cause, the
unvested portions of all of the Promotional RSUs will be
forfeited. If the employment of either Ms. Horowitz or Ms.
Crevoiserat is terminated by the Company without cause, her
Performance-Based Promotional RSUs will be forfeited, and her
Service-Based Promotional RSUs will vest pro-rata for time
served, but with consideration for the back-loaded vesting
schedule. By way of explanation, if the employment of either
Ms. Horowitz or Ms. Crevoiserat were to be terminated without
cause six months after the grant date of the Promotional
RSUs, 12.5% of the Service-Based Promotional RSUs originally
granted to the affected individual would vest (half of the
first tranche); if eighteen months after, 37.5% would vest
(all of the first tranche and half of the second tranche); or
if thirty months after, 75% would vest (all of the first two
tranches and half of the third tranche).
employment is terminated by the Company for cause, the
unvested portions of all of the Promotional RSUs will be
forfeited. If the employment of either Ms. Horowitz or Ms.
Crevoiserat is terminated by the Company without cause, her
Performance-Based Promotional RSUs will be forfeited, and her
Service-Based Promotional RSUs will vest pro-rata for time
served, but with consideration for the back-loaded vesting
schedule. By way of explanation, if the employment of either
Ms. Horowitz or Ms. Crevoiserat were to be terminated without
cause six months after the grant date of the Promotional
RSUs, 12.5% of the Service-Based Promotional RSUs originally
granted to the affected individual would vest (half of the
first tranche); if eighteen months after, 37.5% would vest
(all of the first tranche and half of the second tranche); or
if thirty months after, 75% would vest (all of the first two
tranches and half of the third tranche).
If the Company undergoes a change in control (as that term is
defined in the Companys 2016 Long-Term Incentive Plan for
Associates), a double trigger involving an involuntary
termination of her employment is required for accelerated
vesting of the Promotional RSUs held by each of Ms. Horowitz
and Ms. Crevoiserat. In such event, (i) vesting of the
Service-Based Promotional RSUs will be accelerated at the
level associated with the next tranche due to vest and (ii)
the applicable performance conditions will be waived for the
Performance-Based Promotional RSUs and vesting will be
accelerated such that the portion of Performance-Based
Promotional RSUs vested will be equal to the portion of
Service-Based Promotional RSUs vested. By way of explanation,
if a change in control were to occur between the first
anniversary and the second anniversary of the grant date of
the Promotional RSUs and the employment of either Ms.
Horowitz or Ms. Crevoiserat were to be involuntarily
terminated at that time, (i) the next 25% of the
Service-Based Promotional RSUs originally granted to affected
individual would vest and (ii) a total of 50% of the
Performance-Based Promotional RSUs originally granted to the
affected individual would vest.
defined in the Companys 2016 Long-Term Incentive Plan for
Associates), a double trigger involving an involuntary
termination of her employment is required for accelerated
vesting of the Promotional RSUs held by each of Ms. Horowitz
and Ms. Crevoiserat. In such event, (i) vesting of the
Service-Based Promotional RSUs will be accelerated at the
level associated with the next tranche due to vest and (ii)
the applicable performance conditions will be waived for the
Performance-Based Promotional RSUs and vesting will be
accelerated such that the portion of Performance-Based
Promotional RSUs vested will be equal to the portion of
Service-Based Promotional RSUs vested. By way of explanation,
if a change in control were to occur between the first
anniversary and the second anniversary of the grant date of
the Promotional RSUs and the employment of either Ms.
Horowitz or Ms. Crevoiserat were to be involuntarily
terminated at that time, (i) the next 25% of the
Service-Based Promotional RSUs originally granted to affected
individual would vest and (ii) a total of 50% of the
Performance-Based Promotional RSUs originally granted to the
affected individual would vest.
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About Abercrombie & Fitch Co. (NYSE:ANF)
Abercrombie & Fitch Co. (A&F) is a specialty retailer that operates stores and direct-to-consumer operations. Through these channels, the Company sells products, including casual sportswear apparel, including knit tops and woven shirts, graphic t-shirts, fleece, jeans and woven pants, shorts, sweaters and outerwear; personal care products, and accessories for men, women and kids under the Abercrombie & Fitch, abercrombie kids and Hollister brands. Its segments include Abercrombie, which includes the Company’s Abercrombie & Fitch and abercrombie kids brands, and Hollister. A&F operates approximately 750 stores in the United States and over 180 stores outside of the United States. It operates Websites for each brand, both domestically and internationally. The Websites are available in over 10 languages, accepting over 30 currencies and shipping to over 120 countries. It sources merchandise through over 150 vendors located throughout the world, primarily in Asia and Central America. Abercrombie & Fitch Co. (NYSE:ANF) Recent Trading Information
Abercrombie & Fitch Co. (NYSE:ANF) closed its last trading session up +0.20 at 12.40 with 2,665,098 shares trading hands.
