NEW YORK, Oct. 15, 2018 /PRNewswire/ --
- Mr. Galvin will become CEO effective today,
October 15, 2018
- Peter Cuneo
transitioning to Executive Chairman
The Board of Directors of Iconix Brand Group, Inc. (Nasdaq:
ICON) ("Iconix" or the "Company") today announced that Robert Galvin has been appointed Chief Executive
Officer, President and a member of the Board of Directors of
the Company effective October 15,
2018.
Mr. Galvin is a proven executive with almost 30 years of
experience leading and turning around global brands. He was
most recently Chairman of Cherokee Inc., and has served as Chief
Operating Officer and European President of Sports Brands
International Ltd., Chief Executive Officer of Elie Tahari, Ltd. and President of Camuto
Group. In these roles Mr. Galvin has had extensive experience
managing global brand licensing activities for these
companies. In addition, Mr. Galvin was instrumental in the
refinancing of material indebtedness and cost restructurings at
Cherokee and SBI.
Mr. Galvin served as an Executive Vice President and Chief
Financial Officer of Nine West Group Inc., has been an independent
director of Bebe Stores and is
currently an independent director of Big 5 Sporting Goods Corp and
Trans World Entertainment. He also currently serves as an
independent director of Lands' End, which he joined in 2014.
Mr. Galvin is a graduate of Fairfield
University and holds an MBA from the Stern School of
Business at NYU.
"Our Board is extremely pleased that Bob has joined Iconix. We
believe that his past leadership experiences in our industry bode
well for Iconix. He will hit the ground running. Bob has also been
very successful when faced with particularly fluid situations. His
unique skills in this regard make him a good match to the current
challenges facing Iconix. He is an adept problem
solver. I look forward to working with Bob in the future,"
said Interim CEO and Chairman of the Board of Iconix, Peter Cuneo.
Said Mr. Galvin, "I am pleased to assume leadership of Iconix
Brand Group. Iconix maintains a prestigious portfolio of
brands and known stature in the industry. I will be working
closely with all of our partners and our leadership team to broaden
our presence and position our brands to maximize their
potential."
Inducement Equity Grants
As an inducement to accept his appointment with the Company, Mr.
Galvin will be granted a number of restricted stock units equal to
the number of the Company's common shares with a fair market value
on the date of grant of $500,000 (the
"RSUs"), and a number of performance stock units equal to the
number of the Company's common shares with a fair market value on
the date of grant of $500,000 (the
"PSUs").
One-third of the RSUs are vested on the date of grant, with the
remaining two-thirds of the RSUs to vest on October 15, 2019, subject to Mr. Galvin's
continued employment with the Company through the vesting date;
provided that, if Mr. Galvin's employment terminates for any reason
before such vesting date, then all of the RSUs (whether or not then
vested) will be forfeited immediately for no consideration;
provided that in the event of a termination by the Company without
cause and unrelated to the Company's or the Mr. Galvin's
performance, all unvested RSUs shall vest (and be settled) on
the first anniversary of the grant date. Any vested RSUs will
be distributed to Mr. Galvin in shares of the Company's common
stock within 15 days after the applicable vesting date. Mr.
Galvin has a right to receive dividend equivalents in respect of
the RSUs, which will be subject to the same vesting and other
restrictions applicable to the underlying RSUs.
The PSUs are eligible to vest at the end of a three-year
performance period beginning on October 15,
2018 and ending on October 15,
2021, based on the percentile ranking of the Company's total
shareholder return ("TSR") relative to the TSRs of its peer
companies for such performance period, with 100% of the PSUs to
vest if the Company's TSR ranks 75% or higher, 50% of the PSUs to
vest if the Company's TSR ranks 50%, and 25% of the PSUs to vest if
the Company's TSR ranks 35% (it being the minimum threshold), with
vesting on linear interpolation between 35% and 50% and between 50%
and 75% achievement, in all events, subject to Mr. Galvin's
continued employment with the Company; provided that, if Mr.
Galvin's employment is terminated by the Company without "cause"
(and not due to his death or disability) or by him for "good
reason" (each such term as defined in his employment agreement with
the Company), then he will remain eligible to vest in the pro rata
number of the PSUs, based on the percentage of the performance
period during which he was employed by the Company, provided that
the applicable TSR ranking is achieved on the termination date as
if the termination date had been the last day of the performance
period. Any such pro rata number of PSUs will become vested
at the end of the performance period, subject to Mr. Galvin's
continued compliance with certain restrictive covenants.
In the event of a change in control of the Company occurring
prior to the last day of the performance period, any outstanding
and unvested PSUs will be converted to a number of restricted stock
units equal to the number of PSUs that would have vested on the
date of such change in control based on the Company's TSR ranking
described above if such change in control had been the last day of
the performance period, and any such restricted stock units will
vest on the last day of the performance period, subject to Mr.
Galvin's continued employment with the Company and his continued
compliance with certain restrictive covenants; provided that, if
the PSU award is not assumed, substituted or otherwise continued in
a change in control, then such restricted stock units will vest
immediately upon such change in control; provided, further, that,
if Mr. Galvin's employment is terminated by the Company without
cause (and not due to his death or disability) or by him for good
reason, in any case, within 18 months after a change in
control of the Company, then any outstanding restricted stock units
into which the PSUs have converted will vest immediately on the
termination date (subject to Mr. Galvin's continued compliance with
certain restrictive covenants). Any PSUs that remain unvested
as of the last day of the performance period will be forfeited
immediately for no consideration. Any vested PSUs will
generally be distributed to Mr. Galvin promptly after the end of
the performance period (or, if applicable, the date of termination
of his employment). Mr. Galvin has a right to receive
dividend equivalents in respect of the PSUs, which will be subject
to the same vesting and other restrictions that apply to the
underlying PSUs.
The RSUs and PSUs described above are being granted as a
material inducement to Mr. Galvin entering into employment with the
Company in accordance with NASDAQ Listing Rule 5635(c)(4), and are
subject to the terms and conditions of the applicable award
agreements.
About Iconix Brand Group, Inc.
Iconix Brand Group, Inc. owns, licenses and markets a portfolio
of consumer brands including: CANDIE'S ®, BONGO ®, JOE
BOXER ®, RAMPAGE ®, MUDD ®, MOSSIMO ®,
LONDON FOG ®, OCEAN
PACIFIC ®, DANSKIN ®, ROCAWEAR ®, CANNON ®,
ROYAL VELVET ®, FIELDCREST ®, CHARISMA ®,
STARTER ®, WAVERLY ®, ZOO YORK ®, UMBRO ®, LEE
COOPER ®, ECKO UNLTD. ®, MARC ECKO ®, ARTFUL
DODGER ®, and HYDRAULIC®. In addition, Iconix owns interests
in the MATERIAL GIRL ®, ED HARDY ®, TRUTH OR DARE ®,
MODERN AMUSEMENT ®, BUFFALO ® and PONY ® brands. The
Company licenses its brands to a network of retailers and
manufacturers. Through its in-house business development,
merchandising, advertising and public relations departments, Iconix
manages its brands to drive greater consumer awareness and
equity.
Forward-Looking Statements
In addition to historical information, this press release
contains forward-looking statements within the meaning of the
federal securities laws. Such forward-looking statements include
projections regarding the Company's beliefs and expectations about
future performance and, in some cases, may be identified by words
like "anticipate," "assume," "believe," "continue," "could,"
"estimate," "expect," "intend," "may," "plan," "potential,"
"predict," "project," "future," "will," "seek" and similar terms or
phrases. These statements are based on the Company's beliefs and
assumptions, which in turn are based on information available as of
the date of this press release. Forward-looking statements involve
known and unknown risks and uncertainties, which could cause actual
results to differ materially from those contained in any
forward-looking statement and could harm the Company's business,
prospects, results of operations, liquidity and financial condition
and cause its stock price to decline significantly. Many of these
factors are beyond the Company's ability to control or predict.
Important factors that could cause the Company's actual results to
differ materially from those indicated in the forward-looking
statements include, among others: the ability of the Company's
licensees to maintain their license agreements or to produce and
market products bearing the Company's brand names, the Company's
ability to retain and negotiate favorable licenses, the Company's
ability to meet its outstanding debt obligations and the events and
risks referenced in the sections titled "Risk Factors" in the
Company's Annual Report on Form 10‑K for the year ended
December 31, 2017 and subsequent Quarterly Reports on
Form 10‑Q and in other documents filed or furnished with the
Securities and Exchange Commission. Our forward-looking statements
do not reflect the potential impact of any acquisitions, mergers,
dispositions, business development transactions, joint ventures or
investments we may enter into or make in the future. Given these
uncertainties, you should not place undue reliance on these
forward-looking statements. These forward-looking statements are
made only as of the date hereof and the Company undertakes no
obligation to update or revise publicly any forward-looking
statements, except as required by law.
Media contact:
David K. Jones
Executive Vice President and Chief Financial
Officer
Iconix Brand Group, Inc.
djones@iconixbrand.com
212-730-0030
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SOURCE Iconix Brand Group, Inc.