TABLE OF CONTENTS
Performance Cash Awards. If any named executive officer voluntarily terminated employment (for any reason other than disability) or was involuntary terminated for any reason (other than death), he or she would forfeit his or her Performance Cash Awards, which were made pursuant to the Company’s Long-Term Incentive Program (as Amended and Restated) (the “LTIP”), except as prohibited by law. Under the LTIP, in the event of death or disability, he or she would be entitled to a pro rata payment through the termination date if performance under the award, as of the termination date, equaled or exceeded the applicable performance targets and the named executive officer was a participant in the LTIP for at least 12 months of the performance period.
2017 Stock Plan Awards. Generally, if any named executive officer voluntarily terminates employment (for any reason other than disability) or is involuntary terminated for any reason (other than death) he or she will forfeit any unvested awards made under the 2017 Stock Plan .Plan. Following the 12-month anniversary of the grant date of his or hertheir award, if any named executive officer’s employment is terminated because of (1) death, the unvested portion of his or hertheir award will vest on a pro rata basis through the date of death, payable in cash to his
or hertheir estate, or (2) disability, the unvested portion of his or hertheir award will vest on a pro rata basis through the date of termination.
Provisions in Equity Awards. Under the terms of the grant agreements governing Mr. McLean’s sign-on RSUs and sign-on stock options, in the event of termination due to death or disability, 50% of any then unvested sign-on RSUs will vest and 100% of any unvested sign-on stock options will vest.
Change in Control Provisions of the 2017 Stock Plan. The 2017 Stock Plan, which govern the RSUequity awards discussed above, provide that, except to the extent specified in the applicable award agreement, upon a change in control involving the Company, any non-vested portion of a named executive officer’s award will fully vest in the event that either (1) the surviving, continuing, successor, or purchasing entity fails to assume or continue our rights and obligations under such award or fails to provide the participant with a substantially equivalent award, or (2) the participant’s employment is terminated within 18 months following the change in control on account of a termination by the Company (or any acquiring entity) for any reason other than Cause or on account of a named executive officer’s resignation for Good Reason.
Potential Payments upon Termination of Employment
The table below summarizes the potential payouts to the named executive officers for(other than Ms. Rasmusen, whose employment ceased September 5, 2023) in the event of certain termination events described above.events. The amounts shown in the following table assume that the termination of employment occurred on January 28, 2022.February 2, 2024. The actual amounts that would be paid to the named executive officers can only be determined at the time of such executive’s separation.
Andrew McLean
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Termination for Good Reason | | | $4,200,000 | | | $1,050,000 | | | $42,064 | | | $80,769 | | | $7,725 | | | $268,555 | | | $5,649,113 |
Termination without Cause | | | $4,200,000 | | | $1,050,000 | | | $42,064 | | | $80,769 | | | $7,725 | | | $268,555 | | | $5,649,113 |
Termination with Cause | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
Voluntary Termination | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
Termination due to Disability | | | — | | | $1,050,000 | | | — | | | — | | | — | | | $402,838 | | | $1,452,838 |
Retirement | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
Termination due to Death | | | — | | | $1,050,000 | | | — | | | — | | | — | | | $402,838 | | | $1,452,838 |
Termination after Change in Control | | | $5,250,000 | | | $1,050,000 | | | $52,579 | | | $80,769 | | | $7,725 | | | $3,546,968 | | | $9,988,042 |
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Bernard McCracken
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Termination for Good Reason | | | $525,000 | | | | | | $15,204 | | | $40,358 | | | $7,725 | | | — | | | $588,314 |
Termination without Cause | | | $525,000 | | | | | | $15,204 | | | $40,358 | | | $7,725 | | | — | | | $588,314 |
Termination with Cause | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
Voluntary Termination | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
Termination due to Disability | | | — | | | $393,750 | | | — | | | — | | | — | | | $67,956 | | | $461,706 |
Retirement | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
Termination due to Death | | | — | | | $393,750 | | | — | | | — | | | — | | | $67,956 | | | $461,706 |
Termination after Change in Control | | | $525,000 | | | — | | | $15,204 | | | $40,358 | | | $7,725 | | | $268,035 | | | $856,349 |
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Peter L. Gray
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Termination for Good Reason | | | $876,234 | | | $506,250 | | | $21,032 | | | $51,923 | | | $7,725 | | | — | | | $1,463,164 |
Termination without Cause | | | $876,234 | | | $506,250 | | | $21,032 | | | $51,923 | | | $7,725 | | | — | | | $1,463,164 |
Termination with Cause | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
Voluntary Termination | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
Termination due to Disability | | | — | | | $506,250 | | | — | | | — | | | — | | | $258,361 | | | $791,611 |
TABLE OF CONTENTS
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Audit Committee
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John T. McClain, Chair
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Robert Galvin
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Josephine Linden
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Jignesh Patel
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CERTAIN RELATIONSHIPS AND TRANSACTIONS
Review and Approval of Transactions with Related Persons
The Company’s Audit Committee Charter requires that the Audit Committee review and approve all related- party transactions required to be disclosed pursuant to SEC rules. With respect to each related-party transaction, the Audit Committee will take into account, among other factors it deems appropriate, whether the transaction is on terms that are no less favorable to the Company than terms generally available from an unaffiliated third-party under the same or similar circumstances and the extent of the related person’s interest in the transaction.
The Board has adopted a written Related Party Transactions Approval Policy that governs the Audit Committee’s practices with respect to related party transactions. In evaluating any related party transaction, the Audit Committee takes into account, among other factors it deems appropriate, whether the transaction is on terms that are no less favorable to the Company or its subsidiaries than would be obtained in a comparable
arm’s-length transaction and the extent of the related person’s interest in the transaction.
Since January 29, 2021,27, 2023, there has been no transaction in which Lands’ End was or is to be a participant and the amount involved exceeds $120,000, in which any related person had or will have a direct or indirect material interest.
Other Business That May Come Before the Meeting
Our management does not intend to bring any other business before the Annual Meeting for action and has not been notified of any other business proposed to be brought before the Annual Meeting. However, if any other business should be properly presented for action, it is the intention of the persons named on the proxy card to vote in accordance with their judgment on such business.
2023
2025 Annual Meeting of Stockholders
Procedures for Submitting Stockholder Proposals
If you would like to include a stockholder proposal in the proxy statement for our
20232025 Annual Meeting of Stockholders, your stockholder proposal must satisfy the rules and regulations of the SEC to be eligible for inclusion in the proxy statement for that meeting and it must be delivered to the Company not later than December
1, 2022.11, 2024. However, if the date of our
20232025 Annual Meeting changes by more than 30 days from the date that is the first anniversary of our
20222024 Annual Meeting, then the deadline is a reasonable time before we begin to print and mail proxy materials for the
20232025 Annual Meeting. If you would like to submit a stockholder proposal for our
20232025 annual meeting of stockholders (“
20232025 Annual Meeting”) and you do not require that the proposal be included in the Company’s proxy materials, you must notify the Company of such proposal not later than the close of business on the 90
th day, and not earlier than the close of business on the 120
th day, prior to the first anniversary of the date of the
20222024 Annual Meeting. However, if the date of the
20232025 Annual Meeting is more than 30 days before, or more than 70 days after, the anniversary date, you must notify the Company of such proposal not earlier than the close of business on the 120
th day prior to the
20232025 Annual Meeting and not later than the close of business on the later of the 90
th day prior to the Annual Meeting or the 10
th day following the day on which the Company first makes a public announcement of the date of the
20232025 Annual Meeting. Your notice must also include the information required by
and otherwise comply with our Bylaws.
All stockholder proposals must be delivered to the Company at the following address: Lands’ End, Inc., 1 Lands’ End Lane, Dodgeville, Wisconsin 53595, Attention: General Counsel and Secretary.