Destination Maternity Enters into New Employment Agreement with CEO
01 Novembre 2018 - 9:05PM
Business Wire
Destination Maternity Corporation (NASDAQ: DEST) (the “Company”)
announced today that the Company and Chief Executive Officer Marla
Ryan have entered into a new Employment Agreement dated November 1,
2018.
The Company’s Independent Chair of the Board of Directors,
Anne-Charlotte Windal, said, “Since May 2018 the Board has
undertaken a comprehensive review of Destination Maternity’s
corporate compensation and benefits program, with the goal of
establishing a stronger link between pay and performance. For
Marla, as our Chief Executive Officer, we sought to establish
annual and long-term incentives that are strongly aligned to
shareholder value creation. Marla has already made significant
progress as CEO towards improving the strategic direction and
long-term outlook of Destination Maternity. We look forward to her
continuing to execute against our turnaround plan, Destination
-> Forward, as we return the Company to its historic success
and profitability, providing innovative solutions to our new moms
and moms2be at the busiest and most joyful times of their
lives.”
Ms. Ryan’s Employment Agreement includes the following material
terms:
Employment Terms and Salary:
The initial term of the Employment Agreement is for three years,
commencing on November 1, 2018 with an initial base salary of
$350,000 to be reviewed annually by the Compensation Committee of
the Board. The Employment Agreement will automatically renew for
successive one-year terms upon expiration unless the Company or Ms.
Ryan give notice of non-renewal at least ninety days prior to the
applicable expiration date.
Incentive Compensation: Ms.
Ryan shall be eligible to receive a cash incentive bonus,
calculated as a percentage of the Company’s adjusted EBITDA, in
each calendar year as follows: (a) if estimated adjusted EBITDA
level is less than or equal to the Company’s previous year’s actual
adjusted EBITDA, 1.2% of the difference between estimated adjusted
EBITDA and $0; (b) if estimated adjusted EBITDA level is above last
year’s actual adjusted EBITDA and below budgeted adjusted EBITDA,
1.2% of previous calendar year’s adjusted EBITDA plus 3.5% of the
difference of estimated adjusted EBITDA and last year’s actual
adjusted EBITDA; and (c) if estimated adjusted EBITDA level is
above budgeted adjusted EBITDA, 1.2% of previous calendar year’s
adjusted EBITDA plus 3.5% of the difference of budgeted adjusted
EBITDA and the previous calendar year’s adjusted EBITDA plus 7.0%
of the difference of estimated adjusted EBITDA and budgeted
adjusted EBITDA. Ms. Ryan’s fiscal year 2018 bonus opportunity will
be based on adjusted EBITDA commencing with the second quarter
through the end of the fourth quarter of the Company’s 2018
calendar year and pro-rated from May 29, 2018.
Equity Awards: Subject to
approval by the Committee and the Board, Ms. Ryan shall be entitled
to receive a one-time equity grant with a grant date fair value of
$600,000, and a one-time equity grant for fiscal year 2018 with a
grant date fair value of $200,000 (together, the “2018 LTIP”),
calculated as of the grants date. The 2018 LTIP shall be
collectively allocated as follows: (i) 20% in restricted stock
units, vesting in four equal annual increments beginning on the
first anniversary of the effective date of the Employment
Agreement, (ii) 50% in restricted stock units that vest based on
the attainment of certain performance goals; and (iii) 30% in stock
options to purchase common stock in the Company, vesting in four
equal annual increments beginning on the first anniversary of the
effective date of the Employment Agreement. The 2018 LTIP will be
subject to the terms of the forms of Restricted Stock Unit
Agreement, Performance Restricted Stock Unit Agreement and Option
Agreement and the Company’s 2005 Equity Incentive Plan, as amended
and restated (the “Plan”). For future fiscal years in the Term,
Executive will be eligible for grants of equity under the Plan in
an amount and on the terms as decided by the Committee in its sole
discretion.
Additional details on Ms. Ryan’s full employment agreement can
be found in the Company’s current report on Form 8-K filed
today.
Forward-Looking Statements
The Company cautions that any forward-looking statements (as
such term is defined in the Private Securities Litigation Reform
Act of 1995) contained in this release or made from time to time by
management of the Company, including those regarding various
business and financing initiatives, involve risks and
uncertainties, and are subject to change based on various important
factors. The following factors, among others, could cause actual
results to differ materially from those expressed or implied in any
of the forward-looking statements in this press release: the
strength or weakness of the retail industry in general and of
apparel purchases in particular; our ability to successfully manage
our various business initiatives; our ability to enter into
definitive documentation for the refinancing facility with Bank of
America in the timeframe expected or at all; our ability to
successfully manage our real estate relationships; overall economic
conditions and other factors affecting consumer confidence,
demographics and other macroeconomic factors that may impact the
level of spending for apparel (such as fluctuations in pregnancy
rates and birth rates), availability of suitable store locations,
our ability to develop and source merchandise and other factors set
forth in the Company’s periodic filings with the Securities and
Exchange Commission. Although it is believed that the expectations
reflected in such forward-looking statements are reasonable, no
assurance can be given that such expectations will prove to have
been correct and persons reading this release are therefore
cautioned not to place undue reliance on these forward-looking
statements which speak only as at the date of this release. The
Company assumes no obligation to update or revise the information
contained in this release (whether as a result of new information,
future events or otherwise), except as required by applicable
law.
About Destination Maternity
Destination Maternity Corporation (Nasdaq: DEST) is the world's
largest designer and retailer of maternity apparel. As of August 4,
2018, Destination Maternity operates 1,114 retail locations in the
United States, Canada and Puerto Rico, including 480 stores,
predominantly under the trade names Motherhood Maternity®, A Pea in
the Pod® and Destination Maternity®, and 634 leased department
locations. The Company also sells merchandise on the web primarily
through its brand-specific websites, motherhood.com and
apeainthepod.com, as well as through its destinationmaternity.com
website. Destination Maternity has international store franchise
and product supply relationships in the Middle East, South Korea,
Mexico, Israel and India. As of August 4, 2018, Destination
Maternity has 188 international franchised locations, including 11
standalone stores operated under one of the Company's nameplates
and 177 shop-in-shop locations.
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version on businesswire.com: https://www.businesswire.com/news/home/20181101006075/en/
Sloane & CompanyDan Zacchei / Erica Bartsch,
212-486-9500Dzacchei@sloanepr.com / EBartsch@sloanepr.com
Destination Maternity (NASDAQ:DEST)
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