Lands’ End Inc.

06/30/2026 | Press release | Distributed by Public on 06/30/2026 14:21

Management Change/Compensation (Form 8-K)

Item 5.02. Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 30, 2026, Lands' End, Inc. (the "Company") announced that the Board of Directors (the "Board") of the Company appointed Charlie Cole as Chief Executive Officer of the Company and as a member of the Board, effective as of July 13, 2026. Andrew McLean will cease to serve as Chief Executive Officer of the Company and will resign as a member of the Board, effective as of July 13, 2026.

Charlie Cole is a consumer brand executive with more than two decades of leadership experience spanning digital commerce, technology, artificial intelligence and omnichannel retail. Most recently, he served as Interim Chief Digital Officer of Thuma from February 2026 until June 2026. Previously, he was President of XGen AI, an AI-powered commerce software company acquired by Zoovu in 2026, from February 2025 to February 2026. He also served as Chief Executive Officer of Tribute Technology from March 2023 to November 2024, Chief Executive Officer of FTD from March 2020 to January 2023, Chief Digital Officer of TUMI from January 2016 to March 2020, and Global Chief eCommerce Officer of Samsonite from January 2017 to March 2020. Mr. Cole was not selected as the Company's Chief Executive Officer pursuant to any arrangement or understanding between him and any other person. Mr. Cole does not have any family relationship with any director or executive officer of the Company, or person nominated or chosen by the Company to become a director or executive officer, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

In connection with these transition matters, the Company has entered into an employment letter agreement (the "Employment Letter") and an executive severance agreement (the "Severance Agreement") with Mr. Cole, and a separation agreement (the "Separation Agreement") with Mr. McLean, in each case, dated as of June 29, 2026. The material terms of these agreements are described below.

Employment Letter with Mr. Cole

The Employment Letter provides Mr. Cole with an annual base salary equal to $1,100,000 and an annual target bonus opportunity under the Company's annual incentive plan equal to125% of his annual base salary. Mr. Cole will be granted a cash signing bonus of $550,000, which is subject to repayment by Mr. Cole if he resigns from employment other than for good reason or if the Company terminates his employment for cause before January 31, 2027, an inducement sign-on grant of restricted stock units with a grant date value equal to $1,250,000 and an inducement sign-on grant of options to purchase shares of Company common stock with a grant date value equal to $1,250,000. The sign-on equity awards will vest in tranches of 25%, 25%, and 50%, on the first, second and third anniversaries, respectively, of Mr. Cole's start date, subject to his continued employment; provided that on his earlier termination by the Company without cause, his resignation with good reason, his death or disability, any portion of the sign-on grants that would have become vested within the 12 months following the date of separation from service will become immediately vested. Beginning in fiscal year 2027, Mr. Cole will have an annual target long-term incentive award opportunity no less than $3,025,000. Through January 13, 2027, Mr. Cole will be provided with temporary corporate housing in the Madison, Wisconsin area and reimbursement of airfare between Wisconsin and his residence in Seattle, Washington.

The foregoing description of the Employment Letter does not purport to be complete and is qualified in its entirety by the full text of the Employment Letter, a copy of which will be filed with the Company's Quarterly Report on Form 10-Q for the quarterly period ending July 31, 2026.

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