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Posted 14 March, 2024

Childrens Place, Inc. appointed new CEO

CEO Change detected for ticker Nasdaq:PLCE in a 8-K filed on 14 March, 2024.


  In addition, Mr. John A. Frascotti elected to resign from the Board on March 8, 2024 simultaneously with the resignations of the aforementioned resigning directors. Jane Elfers, President, CEO and current director of the Company, will continue to serve on the Board, as well as in her roles as President and CEO of the Company.  

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Overview of Childrens Place, Inc.
Retail/Wholesale • Clothing Retail
The Children's Place, Inc. engages in the provision of apparel, footwear, accessories, and other items for children. The firm also designs contracts to manufacture and sell fashionable and value-priced merchandise under the brand names of The Children’s Place, Baby Place, and Gymboree. It operates through The Children’s Place U.S. and The Children’s Place International segments. The Children’s Place U.S. segment refers to the company’s U.S. and Puerto Rico-based stores and revenue from its U.S. based wholesale business. The Children’s Place International segment is involved in the Canadian-based stores, revenue from the company’s Canadian-based wholesale business, as well as revenue from international franchisees. The company was founded by David Pulver and Clinton A. Clark in 1969 and is headquartered in Secaucus, NJ.
Market Cap
$194M
View Company Details
Childrens Place, Inc. by TradingView
Relevant filing section
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 


On March 8, 2024, with the funding of the Delayed Draw Term Loan, the previously announced resignations from the Company's board of directors (the "Board") of Norman Matthews, John E. Bachman, Debby Reiner and Michael Shaffer became effective and the size of the Board was reduced to six. In addition, Mr. John A. Frascotti elected to resign from the Board on March 8, 2024 simultaneously with the resignations of the aforementioned resigning directors. Jane Elfers, President, CEO and current director of the Company, will continue to serve on the Board, as well as in her roles as President and CEO of the Company. In addition, the Board has appointed Douglas R. Edwards - who served in a number of different roles with Wells Fargo & Company before his retirement in 2022, including Executive Vice President and Interim General Counsel - to serve on the reconstituted Board as an independent director, which became effective March 14, 2024 following the completion of customary lender due diligence required by that certain Forbearance Agreement, dated February 29, 2024, by and among the Company and the other lenders party thereto.


Mr. Edwards is expected to enter into the Company's standard form of indemnity agreement for directors, a form which has been previously filed with the SEC as Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q for the period ended August 2, 2008. Mr. Edwards does not have a material interest in any transaction that is required to be disclosed under Item 404(a) of Regulation S-K.


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As a result of the Board composition changes described above, Norman Matthews has ceased to be the Chairman of the Board, and Turki Saleh A. AlRajhi has been appointed as the new Chairman of the Board. Muhammad Asif Seemab has also been appointed to the newly-created position of Vice-Chairman of the Board, as further described under Item 5.03. Additionally, the membership of the Audit Committee, the Human Capital and Compensation Committee and the Corporate Responsibility, Sustainability & Governance Committee of the Board has been reconstituted as follows:


Audit Committee


Hussan Arshad (Chair)

Muhammad Umair

Douglas R. Edwards


Human Capital and Compensation Committee


Muhammad Asif Seemab (Chair)

Turki Saleh A. AlRajhi

Muhammad Umair


Corporate Responsibility, Sustainability & Governance Committee


Muhammad Asif Seemab (Chair)

Hussan Arshad

Douglas R. Edwards


As a result of Mithaq's acquisition of more than 50% of the Company's outstanding shares of common stock, the Company is a "controlled company" within the meaning of Rule 5615(c)(1) of the Nasdaq Listing Rules, and the Board has chosen to rely on the controlled company exceptions under the Nasdaq Listing Rules that would otherwise require a majority board and fully independent Human Capital and Compensation Committee and Corporate Responsibility, Sustainability and Governance Committee. Each of Hussan Arshad, Muhammad Umair and Douglas R. Edwards has been determined by the Board to be an independent director within the meaning of the Nasdaq Listing Rules and Section 10A(3) of the Securities Exchange Act of 1934, as amended.