TAPESTRY, INC. appointed new CEO

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


Appointment of Chief Financial Officer and Head of Strategy


On April 29, 2021, Tapestry, Inc. ("Tapestry" or the "Company") announced that the Board of Directors (the "Board") appointed Scott Roe, age 56, as the Company's Chief Financial Officer and Head of Strategy, effective as of June 1, 2021 (the "Effective Date"), reporting to Joanne Crevoiserat, Chief Executive Officer of the Company.


Mr. Roe joins from VF Corporation, where he has served as Chief Financial Officer since April 2015, and as Executive Vice President since March 2019. In this role, he has had oversight of Finance, Accounting, Investor Relations, Corporate Development, Treasury, Tax, Financial Planning & Analysis, Sustainability, Global Business Technology and Corporate Aviation. Prior to his appointment as CFO in 2015, Mr. Roe served in a number of senior management positions at VF Corporation including Vice President, Controller and Chief Accounting Officer, Vice President of Finance for VF's Jeanswear and Imagewear coalitions, and CFO of the International Business. Before joining VF Corporation in 1996, Mr. Roe worked in the OEM Automotive and Basic Materials industries after beginning his career at Ernst & Young. Mr. Roe graduated with honors with a Bachelor of Science degree in Accounting from the University of Tennessee.


In connection with his appointment, Mr. Roe and the Company entered into a letter agreement (the "Roe Letter Agreement"), dated as of April 26, 2021. The material terms of the Letter Agreement are summarized below.


Under the terms of the Roe Letter Agreement, Mr. Roe will receive a base salary of $925,000 per year, with a target bonus opportunity pursuant to Tapestry's Performance-Based Annual Incentive Plan ("AIP") equal to 125% of base salary, starting in fiscal year 2022 (with payment ranging from 0-200% of target subject to performance). The actual amount of this bonus will be based on Tapestry attaining criteria determined by Tapestry's Board of Directors in accordance with the terms of the AIP. All performance-based compensation paid to Mr. Roe is subject to Tapestry's incentive repayment policy applicable in the event of a material restatement of the Company's financial results.


Mr. Roe will receive a one-time, sign-on cash bonus of $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.


Mr. Roe has a guideline annual equity grant with a fair market value on the grant date of $2,750,000, to be granted in a fixed proportion of different equity vehicles as determined by the Board, which may include performance restricted stock units ("PRSUs"), stock options and restricted stock units ("RSUs"). Mr. Roe's first equity grant upon joining the Company will be made, with respect to RSUs and stock options, on the first business day of the calendar month coincident with or following with his Effective Date, and, with respect to PRSUs, on the date in 2021 as determined by the Human Resources Committee (the "Committee") of the Board and normally granted in August. Thereafter, Mr. Roe's annual award will be granted on the date determined annually be the Committee and normally granted in August. In all cases, such equity grants shall be subject to the terms and conditions set forth in the applicable award agreements.


The foregoing summary of the material terms of the Roe Letter Agreement is not complete and is qualified entirely by reference to the full text of the Roe Letter Agreement, which will be filed as an exhibit to the Company's next quarterly report on Form 10-Q.


There are no family relationships between Mr. Roe 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.


Entry into Agreement with Named Executive Officer


Upon the Effective Date of Mr. Roe's appointment, Andrea Shaw Resnick, who has held the position of Interim Chief Financial Officer of the Company, since July 2020 in addition to her role as Global Head of Investor Relations and Corporate Communications, will relinquish her current roles and assume the newly created role of Chief Communications Officer, reporting to Ms. Crevoiserat. In connection with her new position, Ms. Resnick entered into a letter agreement with the Company (the "Resnick Letter Agreement"), dated April 26, 2021. The material terms of the Resnick Letter Agreement are detailed below.


Under the terms of the Resnick Letter Agreement, effective as of July 4, 2021, the first date of the Company's fiscal year 2022, Ms. Resnick will receive a base salary of $535,000, with a target AIP bonus opportunity equal to 70% of salary. Ms. Resnick will continue to receive her current base salary and target AIP bonus percentage through July 3, 2021, the last date of the quarter in which her appointment as Interim Chief Financial Advisor ends, as set forth in the letter agreement appointing her to her position as the Company's Interim Chief Financial Officer, which is filed as Exhibit 10.39 to the Company's Annual Report on Form 10-K for the fiscal year ended June 27, 2020, filed with the Securities and Exchange Commission on August 13, 2020.


Pursuant to the Resnick Letter Agreement, Ms. Resnick has a guideline annual equity grant with a fair market value on the grant date of $500,000 to be granted in a fixed proportion of different equity vehicles as determined by the Committee and normally granted in August, which may include PRSUs, stock options and/or RSUs. Such equity grants shall be subject to the terms and conditions set forth in the applicable award agreements.


The foregoing summary of the material terms of the Resnick Letter Agreement is not complete and is qualified entirely by reference to the full text of the Resnick Letter Agreement, which will be filed as an exhibit to the Company's next quarterly report on Form 10-Q.