Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 13, 2018, the Board of Directors (the “Board”) of DSW Inc. (the “Company”) appointed Ekta Singh-Bushell to be an independent director, effective immediately. Ms. Singh-Bushell will stand for election at the Company’s next Annual Meeting of Shareholders in 2019. If confirmed, her term will expire at the 2022 Annual Meeting of Shareholders.
Ms. Singh-Bushell, age 46, has been appointed as a Class III Director. Ms. Singh-Bushell brings over 25 years of global management, financial, digital and technology, cybersecurity, and risk operations experience. Until 2017, Ms. Singh-Bushell served as Chief Operating Officer, Executive Office, at the Federal Reserve Bank of New York. Prior to that, she worked in multiple capacities at Ernst & Young LLP (EY) including: Northeast Talent Advisory Leader, Global Information Security Officer, US Innovation & Digital Strategy leader, and Senior Managing Partner. In addition, Ms. Singh-Bushell is a licensed certified public accountant (CPA).
Ms. Singh-Bushell currently serves on the board of directors, the audit committee and the nominating and governance committee of TTEC Holdings, Inc. (NASDAQ: TTEC), a global customer experience technology and services provider. She also serves on the board of directors, the audit risk & compliance committee, and the social & ethics committee of Datatec, Inc. (JSE: DTC), a multinational information and communications technology solutions and services group.
Ms. Singh-Bushell will serve on the Board’s Audit and Nominating and Corporate Governance Committees. The Board has determined that Ms. Singh-Bushell is “independent” under the standards set forth in the applicable rules of the Securities and Exchange Commission and the New York Stock Exchange listing standards. There are no arrangements or understandings between Ms. Singh-Bushell and any other person pursuant to which Ms. Singh-Bushell was appointed as a director of the Company, and there are no transactions in which Ms. Singh-Bushell has an interest requiring disclosure under Item 404(a) of Regulation S-K.
In connection with her service, Ms. Singh-Bushell will receive the Company’s standard fees paid to outside directors, including, upon the effective date of her appointment, pro-rated stock units with an initial aggregate value of $93,973 based on the current fair market value of the Company’s common stock. A description of outside director fees and equity grants is set forth on page 39 of the Company’s Proxy Statement, filed on April 6, 2018.
The Company will enter into its standard form of indemnification agreement with Ms. Singh-Bushell. The indemnification agreement, among other things, would require the Company to indemnify Ms. Singh-Bushell for certain liabilities to which she may become subject as a result of her affiliation with the Company. A copy of the form of indemnification agreement is filed as Exhibit 10.1 hereto and incorporated into this item by reference.
The press release announcing the appointment of Ms. Singh-Bushell to the Company’s Board is filed as Exhibit 99.1 and incorporated into this item by reference.