UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 29, 2023, the Board of Directors (the “Board”) of Vince Holding Corp. (“the Company”) appointed John Szczepanski as Chief Financial Officer of the Company and its subsidiaries, effective as of January 2, 2024. Michael Hand, who was appointed Interim Chief Financial Officer effective as of July 1, 2023, will resign from such position effective as of January 2, 2024, and will remain with the Company for a transition period in a non-executive capacity. Mr. Szczepanski, age 53, served as SVP and Chief Financial Officer – Global Supply Chain and Brands of Ralph Lauren Corporation from June 2018 until November 2023. Previously, he held various finance leadership roles at the Ralph Lauren Corporation from 2005 to 2019.
Concurrently with his appointment, Mr. Szczepanski entered into an employment letter with the Company, which provides for the following compensation for Mr. Szczepanski: (i) a base salary of $500,000; (ii) annual cash bonus opportunity at target of 60% of base salary, provided predetermined performance metrics are met; and (iii) a grant of 50,000 restricted stock units on January 2, 2024, vesting ratably over four years on the first, second, third and fourth anniversary of the grant date.
If Mr. Szczepanski’s employment is terminated by the Company without “cause” (as such term is defined in the Company’s Amended and Restated 2023 Omnibus Incentive Plan), Mr. Szczepanski will be eligible to receive severance benefits equivalent to his then current base rate of pay for twelve (12) months, subject to a satisfactory release by him.
There are no family relationships between Mr. Szczepanski and any director, executive officer or nominees thereof of the Company. There are no related party transactions between the Company and Mr. Szczepanski that would require disclosure under Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.
A copy of the press release announcing Mr. Szczepanski’s appointment is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
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Description of Exhibit |
99.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: |
November 29, 2023 |
By: |
/s/ Jonathan Schwefel |
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Jonathan Schwefel |