Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On January 4, 2017, Coach, Inc. (“Coach” or the “Company”) announced
that its Board of Directors (the “Board”) appointed Kevin Wills, age 51,
Chief Financial Officer of the Company, effective no later than March
2017 (the “Effective Date”). Mr. Wills joins Coach from AlixPartners
LLP, a global business advisory firm, where he has served as Managing
Director and Chief Financial Officer since March 2014. At AlixPartners,
Mr. Wills has been responsible for all financial management, capital
restructuring and mergers and acquisitions.
Prior to
AlixPartners, Mr. Wills was Executive Vice President and Chief Financial
Officer of Saks Incorporated, owner of the Saks Fifth Avenue, Saks.com
and Off 5th franchises, where he worked for nearly 16 years in various
finance, strategic-planning, administration and operations positions.
Before joining Saks Inc., Mr. Wills served as Vice President and
Controller for Tennessee Valley Authority, an energy producer. Mr.
Wills started his career in 1988 as a Business Assurance Manager for
Coopers and Lybrand (now known as PwC), an accounting and financial
services firm. He has a BS in Business Administration from Tennessee
Technological University and is a Certified Public Accountant. In
addition, Mr. Wills is currently Chairman of the Board of Healthways,
Inc. (NASDAQ: HWAY), where he has been a Director since 2012.
Under the terms of his offer letter (the “Offer Letter”), Mr. Wills will
receive an initial base salary of $750,000 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.
Wills is subject to Coach’s incentive repayment policy applicable in the
event of a material restatement of the Company’s financial results.
Mr. Wills will receive an annual equity grant target of $1,400,000 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/or restricted stock units (“RSUs”).
Mr. Wills will receive a one-time, sign-on cash bonus of $1,500,000, 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 with a value of $3,500,000. These units
will be eligible to vest, and convert into shares of Coach common stock,
in equal installments on the first, second, third and fourth anniversary
of the grant date.
There are no family relationships between Mr. Wills 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 the Effective Date, Andrea Shaw Resnick, who has served as the
Company’s Interim Chief Financial Officer since August 2016, will cease
that position and continue in her role as the Company’s Global Head of
Investor Relations and Corporate Communications.