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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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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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.
Appointment of Certain Officers
Destination XL Group, Inc. (the “Company”) appointed Dara Pauker, 47, as its Chief Operating Officer and entered into an employment agreement with Ms. Pauker effective January 27, 2023 (the “Employment Agreement”). Ms. Pauker has been working with the Company on a consulting basis since December 2021. Reporting to Ms. Pauker will be the Chief Stores Officer, Chief Merchandising Officer, Senior Vice President of Global Sourcing, and Senior Vice President of Technology.
Ms. Pauker has over 20 years of strategy and leadership experience, with a particular emphasis on growth initiatives. Since October 2014, Ms. Pauker has been the founder and chief executive officer of Dauntless Decisions, LLC., a consulting firm through which she has advised public and private retail companies and retail investors and held several interim general manager/chief operating officer roles. Prior to that, from January 2012 until June 2014, Ms. Pauker was the president and general manager of ghd Professional, North America, a manufacturer and retailer of hair styling tools. Ms. Pauker also held executive roles at Liz Claiborne, Inc., Custo Barcelona and The Jones Group. She began her career at Bain & Company. Ms. Pauker received an M.B.A., Strategic Management and Marketing, from the Wharton School and a B.A. from Harvard University. She currently serves as a Success Coach in Columbia Business School’s Chief Marketing Officer Certificate Program.
There are no arrangements or understandings between Ms. Pauker and any other persons pursuant to which Ms. Pauker was named Chief Operating Officer, and Ms. Pauker does not have any family relationship with any of the Company’s executive officers or directors. Ms. Pauker does not have any direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K.
Description of Employment Agreement with Ms. Pauker
Term. The term of the Employment Agreement began on January 27, 2023 and will continue until terminated by either party in accordance with the Employment Agreement.
Location. Ms. Pauker will work remotely from New York City or such other location as may be designated from time to time by the Company, but is expected to be present in the Company’s home office frequently. Such travel expenses will be paid by the Company as incurred.
Base Salary. Ms. Pauker will be paid an annual base salary of $425,000, which shall be reviewed at least annually.
Sign-On Awards. Ms. Pauker will receive a cash sign-on award of $150,000 and received a one-time grant of restricted stock units (the “RSUs”) equal in value to $300,000 on the grant date, or 40,376. The RSUs vest in three equal annual installments beginning on January 27, 2024. The cash sign-on award is subject to clawback if Ms. Pauker terminates her employment other than for “Good Reason” (as defined in the Employment Agreement) prior to January 27, 2024.
Annual Incentive Plan. Ms. Pauker is eligible to earn an annual target bonus award under the Company’s annual incentive plan then in effect (the “Annual Incentive Plan”) equal to 60% of her actual annual base salary earnings. Such incentive shall be determined and payable in accordance with the Annual Incentive Plan in effect at the time, subject to change from year to year in the Company’s sole discretion. The amount of the annual bonus award earned under the Annual Incentive Plan with respect to any fiscal year may range from between 50% and 150% of the annual target bonus award.
Long-Term Incentive Plan. Ms. Pauker is eligible to participate in the Company’s Long-Term Incentive Plan, as it may be amended from time-to-time (the “LTIP”). Ms. Pauker’s Target Cash Value (as defined in the LTIP) is 90% of her base salary. Pursuant to the terms of the LTIP, 50% of such award are time-based awards and 50% are performance-based awards. If and to the extent that the applicable performance targets are achieved, Ms. Pauker will be eligible to receive a performance-based award that will range between 50% and 150% of the Target Cash Value.
Employee Benefits. Ms. Pauker is eligible to participate in all employee benefit plans, practices and programs maintained by the Company, on a basis that is no less favorable than is provided to other members of the Company’s executive leadership team.
Termination of Employment. Either the Company or Ms. Pauker may terminate her employment at any time and for any reason; provided, that if the Company terminates Ms. Pauker without “justifiable cause” (as defined in the Employment Agreement), the Company is required to give Ms. Pauker at least 30 days’ advance written notice.
If Ms. Pauker’s employment is terminated by her for any reason other than “Good Reason” (as defined in the Employment Agreement) or by the Company for justifiable cause, then Ms. Pauker will be eligible to receive any accrued but unpaid salary for services rendered to the date of termination, any accrued but unpaid expenses required to be reimbursed and any accrued but unused vacation as of the termination date.
If Ms. Pauker terminates her employment for Good Reason or the Company terminates her employment without justifiable cause, Ms. Pauker will be eligible to receive a payment equal to her then current base salary for six months (inclusive of the one-month notice period), payable in accordance with the Company’s customary payroll practices and conditioned upon Mr. Pauker having provided a
general release. If Ms. Pauker’s employment is terminated by her for Good Reason or by the Company without justifiable cause during the one-year period following a change in control, then Ms. Pauker will be eligible to receive, subject to certain requirements described in the Employment Agreement, a payment equal to twelve months of her base salary in effect at the time of termination.
The Employment Agreement also contains customary covenants regarding confidentiality, non-disclosure, non-competition, non-solicitation, non-disparagement, and proprietary rights.
This summary does not purport to be complete and is subject to and qualified in its entirety by reference to the text of the Employment Agreement, filed herewith as Exhibit 10.1 and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On January 30, 2023, the Company issued a press release, furnished herewith as Exhibit 99.1, announcing the appointment of Ms. Pauker as Chief Operating Officer of the Company.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
Description |
10.1 |
Employment Agreement between the Company and Dara Pauker dated as of January 27, 2023. |
99.1 |
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104 |
Cover Page Interactive Data File – The cover page interactive data file does not appear in the interactive data file because its XBRL tags are 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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Destination XL Group, Inc. |
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Date: |
January 30, 2023 |
By: |
/s/ Robert S. Molloy |
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General Counsel and Secretary |
Exhibit 10.1
EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is made effective as of January 27, 2023 (the “Effective Date”) between DESTINATION XL GROUP, INC. (the “Company”), a Delaware corporation with an office at 555 Turnpike Street, Canton, Massachusetts 02021 (“DXLG” which term includes any affiliates and subsidiaries), and DARA PAUKER (the “Executive”) having an address at 300 West 23rd Street, Apt 7G, New York, NY 10011.
WITNESSETH:
WHEREAS, the Company desires that Executive work for the Company and Executive desires to be so employed by the Company as its Chief Operating Officer.
WHEREAS, Executive and the Company desire to set forth in writing the terms and conditions of the Executive's employment with the Company from the date hereof.
NOW, THEREFORE, in consideration of the promises and the mutual promises, representations and covenants herein contained, the parties hereto agree as follows:
The Company hereby employs Executive and Executive hereby accepts such employment, subject to the terms and conditions herein set forth.
The term of employment under this Agreement (the “Term of Employment”) shall begin on the Effective Date and shall continue until terminated by either party as hereinafter set forth.
The Company shall pay or reimburse Executive, in accordance with the Company's policies and procedures and upon presentment of suitable vouchers, for all reasonable business and travel expenses, which may be incurred or paid by Executive during the Term of Employment in connection with her employment hereunder. Executive shall comply with such restrictions and shall keep such records as the Company may reasonably deem necessary to meet the requirements of the Internal Revenue Code of 1986, as amended from time to time, and regulations promulgated thereunder.
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Any breach of any of the above representations and warranties is "justifiable cause" for termination under paragraph 7(d) of this Agreement.
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Executive agrees that if she breaches, or threatens to commit a breach of, any enforceable provision of paragraphs 10, 11 or 12 (the "Restrictive Covenants"), the Company shall have, in addition to, and not in lieu of, any other rights and remedies available to the Company under law and in equity, the right to have the Restrictive Covenants specifically enforced by a court of competent jurisdiction, it being agreed that any such breach or threatened breach of the Restrictive Covenants would cause irreparable injury to the Company and that money damages would not provide an adequate remedy to the Company. Notwithstanding the foregoing, nothing herein shall constitute a waiver by Executive of her right to contest whether such a breach or threatened breach of any Restrictive Covenant has occurred. In the event of litigation between the parties to this Agreement regarding their respective rights and obligations under paragraphs 10, 11, or 12 hereof, the prevailing party shall be entitled to recover from the other all attorneys’ fees and expenses reasonably incurred in obtaining a ruling in the prevailing party’s favor. Any such damages, attorneys’ fees and costs shall be in addition to and not in lieu of any injunctive relief that may be available to the Company.
No amendment or alteration of the terms of this Agreement shall be valid unless made in writing and signed by both of the parties hereto.
This Agreement shall be governed by, and construed and enforced in accordance with the substantive laws of the Commonwealth of Massachusetts, without regard to its principles of conflicts of laws.
The holding of any provision of this Agreement to be invalid or unenforceable by a court of competent jurisdiction shall not affect any other provision of this Agreement, which shall remain in full force and effect.
Any notices required or permitted to be given hereunder shall be sufficient if in
writing, and if delivered by hand or courier, or sent by certified mail, return receipt requested, to the addresses set forth above or such other address as either party may from time to time designate in writing to the other, and shall be deemed given as of the date of the delivery or of the placement of the notice in the mail.
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It is agreed that a waiver by either party of a breach of any provision of this Agreement shall not operate, or be construed as a waiver of any subsequent breach by that same party.
This Agreement contains the entire agreement of the parties with respect to the subject matter hereof and shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, heirs, distributors, successors and assigns and supersedes any and all prior agreements between the parties whether oral or written. This Agreement may not be modified except upon further written agreement executed by both parties. Executive agrees that the Company may in its sole discretion, during the term of Executive’s employment with the Company and thereafter, provide copies of this Agreement (or excerpts of the Agreement) to others, including businesses or entities that may employ, do business with, or consider employing Executive in the future. Executive further agrees that any subsequent change or changes in her duties, compensation or areas of responsibility shall in no way affect the validity of this Agreement or otherwise render inapplicable any of the provisions of paragraphs 10 through 13 of this Agreement, which shall remain in full force and effect except as may be modified by a subsequent written agreement.
Except as otherwise expressly provided herein, the termination of Executive's employment hereunder or the expiration of this Agreement shall not affect the enforceability of paragraphs 7 through 26 hereof, which shall survive the termination or expiration.
Any and all disputes arising under or in connection with this Agreement shall be resolved in accordance with this paragraph 21 and paragraph 15.
The parties shall attempt to resolve any dispute, controversy or difference that may arise between them through good faith negotiations. In the event the parties fail to reach resolution of any such dispute within thirty (30) days after entering into negotiations, either party may proceed to institute action in any state or federal court located within the Commonwealth of Massachusetts, which courts shall have exclusive jurisdiction, and each party consents to the personal jurisdiction of any such state or federal court. Both parties waive their right to a trial by jury.
Executive agrees not to make disparaging, critical or otherwise detrimental comments to any person or entity concerning the Company, its officers, directors, trustees, and employees or the services or programs provided or to be provided by the Company and the Company agrees not to make any disparaging, critical or otherwise detrimental comments to any person or entity concerning Executive.
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The parties agree to execute and deliver all such further documents, agreements and instruments and take such other and further action as may be necessary or appropriate to carry out the purposes and intent of this Agreement.
For purposes of this Agreement:
The paragraph headings appearing in this Agreement are for the purposes of easy reference and shall not be considered a part of this Agreement or in any way modify, amend or affect its provisions.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement, under seal, as of the
date and year first above written.
DESTINATION XL GROUP, INC.
By: |
/s/ Harvey S. Kanter |
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January 18, 2023 |
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Name: |
Harvey S. Kanter |
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Its: |
President, Chief Executive Officer |
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/s/ Dara Pauker |
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January 17, 2023 |
Dara Pauker |
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EXHIBIT A
FORM OF RELEASE OF CLAIMS
GENERAL RELEASE OF CLAIMS
Executive acknowledges that Executive is specifically advised to consult with an attorney of Executive’s choosing before signing this General Release of Claims, and through this General Release of Claims advises Executive to consult with her attorney with respect to possible claims, including but not limited to claims under the ADEA, and that Executive understands that the ADEA is a Federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefits and benefit plans. Without limiting the generality of the release provided above, Executive expressly waives any and all claims under ADEA that she may have as of the date hereof. Executive further understands that by signing this General Release of Claims she is in fact waiving, releasing and forever giving up any claim under the ADEA as well as all other laws within the scope of this paragraph 1 that may have existed on or prior to the date hereof. Notwithstanding anything in this paragraph 1 to the contrary, this
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General Release of Claims shall not apply to (i) any rights to receive any payments pursuant to the Employment Agreement, or any accrued but unpaid benefits under any employee benefit plan maintained by the Company (ii) any rights or claims that may arise as a result of events occurring after this General Release of Claims is executed, (iii) any indemnification rights Executive may have as a former officer or director of the Company or its subsidiaries or affiliated companies, (iv) any claims for benefits under any directors’ and officers’ liability policy maintained by the Company or its subsidiaries or affiliated companies in accordance with the terms of such policy, (v) any rights as a holder of equity securities of the Company, and (vi) any rights or claims that, by law, may not be waived, including claims for unemployment compensation and workers' compensation. Nothing contained in this Agreement prevents Executive from filing a charge, cooperating with or participating in any investigation or proceeding before any federal or state Fair Employment Practices Agency, including, without limitation, the Equal Employment Opportunity Commission, except that Executive acknowledges that she will not be able to recover any monetary benefits in connection with any such claim, charge or proceeding.
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Dara Pauker |
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Exhibit 99.1
Destination XL Group, Inc. Names Dara Pauker Chief Operating Officer
CANTON, MA (January 30, 2023) -- Destination XL Group, Inc. (NASDAQ: DXLG), the leading integrated commerce retailer of men’s Big + Tall clothing and shoes, announced today that Dara Pauker joined the organization as Chief Operating Officer on January 27, 2023. Ms. Pauker brings over 20 years of strategy and leadership experience, with a particular emphasis on growth initiatives, and has been working with the Company on a long-range strategic growth plan as a consultant since December, 2021. Reporting to Ms. Pauker will be the Chief Stores Officer, Chief Merchandising Officer, SVP Global Sourcing, and SVP Technology.
Prior to joining DXL, Ms. Pauker operated her own consultancy, through which she has held many interim GM roles and advised public and private retail companies and investors in retail on a broad array of topics related to defining and executing growth strategy.
Prior to launching her consultancy, Ms. Pauker held a number of senior roles in strategy and general management including President and General Manager of ghd, North America and as CEO, North America, for Custo Barcelona. Ms. Pauker also held executive roles at Liz Claiborne, Inc. and The Jones Group. She began her career at Bain & Company. Ms. Pauker has a Masters of Business Administration, Strategic Management and Marketing, from the Wharton School and an A.B. magna cum laude from Harvard University. She also currently serves as a Success Coach in Columbia Business School’s Chief Marketing Officer Certificate Program.
“Working with Dara on the Company’s long-range business development and strategic plan, I have been consistently impressed by both her strategic acumen and her ability to collaboratively help us define growth and operational initiatives. She has proven herself to be a valuable contributor to the team, and I am very pleased that she has agreed to join DXL Big + Tall,” said Harvey Kanter, President and CEO. “Dara’s appointment emphasizes our commitment to transforming and growing our business,” he continued.
“My entire career has been dedicated to growing businesses. I admire what the DXL leadership team has accomplished and strongly believe in the potential of DXL. I am committed to helping make our growth initiatives a reality as we solidify DXL Big + Tall’s position as the haven for men’s big and tall apparel and footwear,” said Ms. Pauker.
About Destination XL Group, Inc.
Destination XL Group, Inc. is the leading retailer of Men’s Big + Tall apparel that delivers a Big + Tall shopping experience that fits -- fits his body, fits his style, fits his life. Subsidiaries of Destination XL Group, Inc. operate DXL Big + Tall retail and outlet stores and Casual Male XL retail and outlet stores in the United States, and a digital commerce website, DXL.com, and mobile app which offer a multi-channel solution similar to the DXL store
Exhibit 99.1
experience with the most extensive selection of online products available anywhere for Big + Tall men. The Company is headquartered in Canton, Massachusetts, and its common stock is listed on the Nasdaq Global Market under the symbol "DXLG." For more information, please visit the Company's investor relations website: https://investor.dxl.com.
Investor Contact:
Investor.relations@dxlg.com
603-933-0541
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Document And Entity Information |
Jan. 27, 2023 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Jan. 27, 2023 |
Entity Registrant Name | DESTINATION XL GROUP, INC. |
Entity Central Index Key | 0000813298 |
Entity Emerging Growth Company | false |
Securities Act File Number | 01-34219 |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 04-2623104 |
Entity Address, Address Line One | 555 Turnpike Street |
Entity Address, City or Town | Canton |
Entity Address, State or Province | MA |
Entity Address, Postal Zip Code | 02021 |
City Area Code | 781 |
Local Phone Number | 828-9300 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Common Stock, par value $0.01 per share |
Trading Symbol | DXLG |
Security Exchange Name | NASDAQ |
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