b. Termination event within 1-year following a change-in-control: The total amount equal to 1.00 times the sum of the NEOs most recent annual base salary and annual target incentive.
c. Permanent Disability: The total amount equal to six (6) months of NEOs then current base salary at the same rate as in
effect on the date that the NEO is declared permanently disabled. Ms. Harris-Jensbachs amount represents the six (6) months of her then current base salary in local currency converted at the 2019 average rate of EUR 1 = 1.11947 USD.
d. Death: Ms. Harris Jensbach is entitled to three (3) months of her then current base salary. Amount shown represents
three (3) months of her then current base salary in local currency converted at the 2019 average rate of EUR 1 = 1.11947 USD.
(4) Amounts shown
for COBRA and CalCOBRA insurance benefits are calculated through the applicable severance period and are based on premiums for COBRA coverage for health, dental, vision and prescription for up to 18 months following termination and thereafter the
premiums for CalCOBRA coverage for health and prescription. Such COBRA and CalCOBRA premiums are calculated based on the coverage selected by the executive officers as of December 31, 2019 and are based on premium rates in effect at that time,
which coverage and rates may vary during a severance period.
(5) Amounts shown assume continuous compliance with the conditions for payment set forth
in the applicable employment agreement. These payments may be delayed for six months following a termination event pursuant to Section 409A of the Code and the rules and regulations promulgated thereunder, and such amounts if delayed will be
paid promptly after six months with interest calculated at the applicable one-year Treasury Bill rate.
(6)
Amounts shown represent the following based on the termination event:
a. Termination by the Company without substantial cause,
termination by employee for good reason, or failure by the Company to renew expired employment agreement: The total amount equal to 0.5 times (0.75 times for Mr. Brewer) the sum of the NEOs most recent annual base salary and target
incentive.
b. Termination event within 1-year following a change-in-control: The total amount equal to 1.00 times the sum of the NEOs most recent annual base salary and annual target incentive.
(7) Amounts shown assume the NEOs RSUs and PRSUs are not continued, assumed or replaced with equivalent awards by the successor or acquiring
corporation (if any). Amounts payable to NEOs (other than Ms. Harris-Jensbach) are subject to reduction in accordance with the executives employment agreement to avoid imposition of excise tax for parachute payments within the
meaning of Section 280G of the Code. See Executive Officer CompensationCompensation Discussion and AnalysisGovernance and Other ConsiderationsExcise Taxes, above.
(8) Amounts shown represent twelve (12) months of payments at 50% of then current base salary rate following the termination of her employment,
converted at the 2019 average rate of EUR 1 = 1.11947 USD. Amount assumes the post-termination non-compete is not waived by the Company and the non-compete payment
contemplated by the managing director agreement is paid for the full twelve (12) month post-termination period.
CEO Pay Ratio
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of SEC
Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees (excluding our CEO), and the annual total compensation of Mr. Oliver G.
(Chip) Brewer III, our Chief Executive Officer (our CEO). The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of
Regulation S-K.
Our population was initially evaluated as of December 31, 2017, to
determine the median employee. As of December 31, 2019, we reevaluated the status of our median employee determined as of December 31, 2017. With the exception of the Jack Wolfskin employee population, approximately 1,375 employees
globally, being excluded from the 2019 review process in the year of acquisition per SEC rules, there have been no other changes to the workforce or the median employees circumstances that would result in a significant change to the pay ratio.
Therefore, we have used the same median employee for our 2019 pay ratio as was used in the 2017 and 2018 calculations as is permitted by Item 402(u).
For 2019, our
last completed fiscal year:
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The annual total compensation of the median employee of our company (excluding our CEO) calculated using the Summary
Compensation Table methodology was $66,233; and
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The annual total compensation of our CEO, as reported in the Summary Compensation Table, was $5,831,314.
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