Fossil Group, Inc. appointed Mr. Kartsotis as new CEO

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


Chief Executive Officer Transition and Board Appointment


On March 13, 2024, the Company announced that Kosta N. Kartsotis is stepping down from his position as Chief Executive Officer and a member of the Board of Directors (the "Board"), effective immediately. To ensure a seamless transition, Mr. Kartsotis will remain with the Company in a transitional role through September 12, 2024 and, thereafter, will provide consulting services to the Company through September 13, 2025. Mr. Kartsotis' departure was not the result of any disagreement with the Company on any matter relating to the Company's financial statements, internal controls, operations, policies, or practices.


In connection with Mr. Kartsotis' departure, the Board has appointed Jeffrey N. Boyer as interim Chief Executive Officer ("Interim CEO") and as a member of the Board and appointed Kevin Mansell as Chairman of the Board, each effective as of March 13, 2024. Immediately prior to these appointments, Mr. Boyer served as the Company's Executive Vice President and Chief Operating Officer, and Mr. Mansell served as the Company's Lead Independent Director. The Board has retained an executive search firm and will consider both internal and external candidates as part of its process to identify a permanent CEO.


Biographical information regarding Mr. Boyer, age 65, is contained in and incorporated herein by reference from the Company's definitive proxy statement filed with the Securities and Exchange Commission (the "SEC") on April 12, 2023. There are no arrangements or understandings between Mr. Boyer and any other persons pursuant to which he was appointed as the Interim CEO or as a director. There are also no family relationships between Mr. Boyer and any director or executive officer of the Company, and Mr. Boyer has no direct or indirect material interest in any related party transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Boyer will not receive any additional compensation for his service on the Board and will not serve on any committees of the Board.


Effective March 13, 2024, the Company entered into Consulting Agreement with Mr. Kartsotis pursuant to which Mr. Kartsotis will provide consulting services to the Company from September 13, 2024 to September 13, 2025. Pursuant to the Consulting Agreement, Mr. Kartsotis will receive a monthly consulting fee of $91,667. The Consulting Agreement contains customary protections regarding confidentiality, intellectual property, non-usurpation and non-disparagement.


The forgoing summary of the Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the Consulting Agreement attached as Exhibit 10.1 hereto and incorporated herein by reference.