ASCENA RETAIL GROUP, INC. (NASDAQ:ASNA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ASCENA RETAIL GROUP, INC. (NASDAQ:ASNA) 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.

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Chief Accounting Officer

Effective as of August28, 2017, Ascena Retail Group, Inc. (the “Company”) appointed Daniel Lamadrid, (42), as Senior Vice President and Chief Accounting Officer. Prior to joining the Company, Mr.Lamadrid held the position of Senior Vice President, Chief Accounting Officer and Controller at Vitamin Shoppe, Inc., where he was employed since 2011. Prior to Vitamin Shoppe, Mr.Lamadrid held the positions of Vice President Controller for the Retail Divisions of Polo Ralph Lauren where he was responsible for the management of the retail accounting departments, Controller at Hartz Mountain Corporation and Finance Director at the Babies “R” Us division of Toys “R” Us. Mr.Lamadrid began his career in public accounting.

The terms and conditions of Mr.Lamadrid’s employment with the Company are set forth in an employment offer letter between Mr.Lamadrid and the Company dated August23, 2017 (the “Employment Offer Letter”). The material terms of the Employment Offer Letter are summarized below.

Base Salary and Incentive Compensation. Mr.Lamadrid will receive an annual base salary of $375,000. He will be eligible to participate in the Company’s seasonal performance–based incentive compensation program, pro-rated based on his start date and with a target level equal to 50% of annual base salary (up to maximum of 200%). For the Fall 2018 season, Mr.Lamadrid will be entitled to a minimum bonus payout of $60,000.

Sign-On Bonus. Mr.Lamadrid will receive a sign-on bonus of $100,000. Following certain terminations of employment, he will be required to repay the sign-on bonus.

Long-Term Incentives. Under the Employment Offer Letter, Mr.Lamadrid will be eligible to be considered for an annual long-term incentive grant in the first fiscal quarter (the “Annual Grant”). The Annual Grant will consist of 50% stock options and 50% restricted stock units (“RSUs”). Also, Mr.Lamadrid will be recommended to receive a new hire equity grant with a value of $110,000 (the “New Hire Equity Grant”), consisting of 50% stock options and 50% RSUs. The New Hire Equity Grant will vest in equal annual installments over a three-year period, subject to continued employment through the applicable vesting date. Mr.Lamadrid will be eligible to participate in the Cash Settled 2019 Long Term Incentive Plan (the “2019 Cash LTIP”), with a target opportunity of $115,000. Similarly, Mr.Lamadrid will be eligible to participate in the Cash Settled 2020 Long Term Incentive Plan (the “2020 Cash LTIP”), subject to and upon the establishment of the 2020 Cash LTIP by the Company’s Compensation and Stock Incentive Committee, with a target opportunity of $170,000. Upon achievement of certain Company financial goals, established at the beginning of the performance period, Mr.Lamadrid may be entitled to receive a cash payout of the 2019 Cash LTIP and the 2020 Cash LTIP, as applicable.

Restrictive Covenants. As a condition of employment, Mr.Lamadrid will be required to execute a confidentiality, non-solicitation and non-competition agreement containing a nine-month non-competition covenant and a one-year non-solicitation covenant in favor of the Company.

Employee Benefits. The Employment Offer Letter provides that Mr.Lamadrid will be eligible to participate in other employee benefit plans including health and welfare benefit plans, the Company’s 401(k) plan and the Company’s Executive Retirement Plan, which is a nonqualified deferred compensation plan. Also, Mr.Lamadrid will be eligible to participate in the Company’s Executive Severance Plan, amended and restated effective as of June8, 2017 (the “ESP”), subject to the terms and conditions of the ESP.

The foregoing description of the Employment Offer Letter is qualified in its entirety by reference to the full text of the Employment Offer Letter, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Principal Accounting Officer

Effective as of August25, 2017, Kevin Trolaro, (47), Vice President, Financial Reporting of the Company, was designated as the Company’s interim principal accounting officer for the purpose of signing the Company’s fiscal 2017 Annual Report on Form10-K (the “2017 Form10-K”). Immediately following the filing of the 2017 Form 10-K, Daniel Lamadrid, Senior Vice President and Chief Accounting Officer of the Company, will assume the role of principal accounting officer.

Mr.Trolaro joined the Company in April 2013 as Assistant Vice President, Assistant Controller, and served as Interim Chief Financial Officer of the Company from August 2014 to February 2015. Prior to joining the Company, Mr.Trolaro held several positions at Time Inc. from 2001 to 2012 where he was most recently Senior Director, Financial Reporting. Mr.Trolaro began his career at KPMG LLP as an auditor and has been a certified public accountant since 1994.

Item 5.02 Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNo

Description

10.1 Employment Offer Letter effective August 28, 2017.


Ascena Retail Group, Inc. Exhibit
EX-10.1 2 d447633dex101.htm EX-10.1 EX-10.1 Exhibit 10.1   August 23,…
To view the full exhibit click here

About ASCENA RETAIL GROUP, INC. (NASDAQ:ASNA)

Ascena Retail Group, Inc. is a specialty retailer of apparel for women and tween girls. The Company operates through six segments: ANN, Justice, Lane Bryant, maurices, dressbarn and Catherines. The ANN segment offers feminine classics and fashion choices, sold primarily under the Ann Taylor and LOFT brands. The Justice segment offers apparel to girls who are aged 6 to 12. The Lane Bryant segment offers apparel to female customers in plus-sizes 14-28. The maurices segment offers women’s casual clothing, career wear, dressy apparel, active wear and accessories. The dressbarn segment consists of the specialty retail, outlet and e-commerce operations of the dressbarn brand. The Catherines segment offers classic apparel and accessories to female customers for wear-to-work and casual lifestyles. As of July 30, 2016, the Company operated approximately 4,900 stores in 49 United States’ states, the District of Columbia, Canada and Puerto Rico.

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