ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On October 31, 2019, Genesco Inc. (the “Company”) announced that Brent Baxter has been named
Vice President and Chief Accounting Officer of the Company, effective immediately. Mr. Baxter began his employment with the Company on September 30, 2019.
Mr. Baxter, 54, most recently served as group vice president, controller and principal accounting officer for Sally Beauty Holdings, Inc., a publicly traded international specialty retailer and distributor of professional beauty supplies with operations in North America, South America and Europe, a position he has held since 2017. From 2014 and 2016, Mr. Baxter served as senior vice president, controller and chief accounting officer for Stein Mart, Inc., a publicly traded national specialty off-price retailer. From 2006 to 2014, Mr. Baxter served as vice president, accounting, treasury and corporate controller for PetSmart, Inc., a then-publicly traded specialty provider of pet products and services in North America. From 2003 to 2006, Mr. Baxter served as vice president and controller for Cracker Barrel Old Country Store, Inc., a publicly traded restaurant and store operator in the United States.
In connection with his appointment, Mr. Baxter will be entitled to receive (subject to proration for the
Company’s 2020 fiscal year) an initial base salary of $290,000, an initial target incentive award for fiscal
2021 under the Company’s Second Amended and Restated EVA Incentive Compensation Plan equal to
50% of Mr. Baxter’s initial base salary, and an initial long term incentive grant of restricted stock under the Company’s Second Amended and Restated 2009 Equity Incentive Plan in June 2020 with a grant date fair value equal to 50% of Mr. Baxter’s initial base salary. Mr. Baxter will also receive a signing bonus of $100,000, payable over the next six-month period beginning on the date of commencement of his employment with the Company.
In addition, following his appointment, Mr. Baxter is expected to enter into a New Employment Protection Agreement (as defined below).
A press release by the Company announcing the appointment is filed as Exhibit 99.1 hereto and incorporated herein by reference.
Amendment to Employment Protection Agreements - Removal of Tax Gross-Up Provisions
On October 30, 2019, the Board approved the revisions to the form of employment protection agreement (the “New Employment Protection Agreement”) for certain executive officers of the Company for use going forward. The New Employment Protection Agreement, eliminated the excise tax gross-up payment contained in the Company's then-existing employment protection agreements. All future employment protection agreements between the Company and its executive officers, including Mr. Baxter’s, will now exclude the excise tax gross-up.