| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On January 18, 2024, the Board of Directors of Duluth Holdings Inc. (the “Company”) appointed Heena Agrawal as Senior Vice President and Chief Financial Officer of the Company, effective February 12, 2024.
Ms. Agrawal, age 48, has served as the Chief Financial Officer, Global Wrangler and Global Kontoor Supply Chain of Kontoor Brands, Inc. since January 2023 and served as Chief Financial Officer, Global Wrangler of Kontoor Brands, Inc. since September 2021. Prior to that, Ms. Agrawal worked at Underwriters Laboratories as Global Segment Chief Financial Officer, Industrial Segment from February 2021 to September 2021 and as Global Division Chief Financial Officer, Connected Technology Appliances & Lighting from October 2019 to February 2021, as well as various leadership positions at Walgreens Boots Alliance from January 2012 to September 2019, most recently serving as Synergy Leader M&A Integration: Rite Aid from 2018 to September 2019 and at Procter & Gamble from 2001 to 2011. Ms. Agrawal earned an MBA from Indiana University, a Bachelor of Commerce, Accounting & Taxation from the Narsee Monjee College of Commerce & Economics in Bombay, India, and has certifications as a CPA (inactive) and CFA.
Since February 1, 2021, there have been no transactions, and there are no currently proposed transactions, to which the Company was or is a participant and in which Ms. Agrawal had or is to have a direct or indirect material interest that would require disclosure pursuant to Item 404(a) of Regulation S-K. Ms. Agrawal is not related to any member of the Board of Directors of the Company or any executive officer of the Company.
In consideration of Ms. Agrawal’s employment with the Company, Ms. Agrawal will receive, among other things, the following as described in her offer letter:
| | • | | An annualized base salary of $470,000; |
| | • | | Eligibility to participate in the Company’s Annual Incentive Plan; |
| | • | | An initial inducement award of restricted stock, with a grant date fair value of $470,000 with the number of shares to be determined on the closing market price on the first date of Ms. Agrawal’s employment, vesting (A) one half on the first day of her employment (the “First Tranche Shares”); provided however, that if she voluntarily terminates her employment, or is terminated for cause (i) prior to the 12-month anniversary of the date of grant, 100% of the First Tranche Shares shall be forfeited and canceled, automatically and for no consideration; (ii) on or after the 12-month anniversary of the date of grant and before the 24-month anniversary of the date of grant, 75% of the First Tranche Shares shall be forfeited and canceled, automatically and for no consideration; and (iii) on or after the 24-month anniversary of the date of grant and prior to the 36-month anniversary of the date of grant, 50% of the First Tranche Shares shall be forfeited and canceled, automatically and for no consideration; and (B) one half on the third anniversary of the first day of her employment; provided, however, she is still employed on the vesting date; |
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