Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Appointment of Chief Financial Officer and Head of Strategy
On April 29, 2021, Tapestry, Inc. (“Tapestry” or the “Company”) announced that the Board of Directors (the “Board”) appointed Scott Roe, age 56, as the
Company’s Chief Financial Officer and Head of Strategy, effective as of June 1, 2021 (the “Effective Date”), reporting to Joanne Crevoiserat, Chief Executive Officer of the Company.
Mr. Roe joins from VF Corporation, where he has served as Chief Financial Officer since April 2015, and as Executive Vice President since March 2019. In
this role, he has had oversight of Finance, Accounting, Investor Relations, Corporate Development, Treasury, Tax, Financial Planning & Analysis, Sustainability, Global Business Technology and Corporate Aviation. Prior to his appointment as CFO
in 2015, Mr. Roe served in a number of senior management positions at VF Corporation including Vice President, Controller and Chief Accounting Officer, Vice President of Finance for VF’s Jeanswear and Imagewear coalitions, and CFO of the
International Business. Before joining VF Corporation in 1996, Mr. Roe worked in the OEM Automotive and Basic Materials industries after beginning his career at Ernst & Young. Mr. Roe graduated with honors with a Bachelor of Science degree in
Accounting from the University of Tennessee.
In connection with his appointment, Mr. Roe and the Company entered into a letter agreement (the “Roe Letter Agreement”), dated as of April 26, 2021.
The material terms of the Letter Agreement are summarized below.
Under the terms of the Roe Letter Agreement, Mr. Roe will receive a base salary of $925,000 per year, with a target bonus opportunity pursuant to
Tapestry’s Performance-Based Annual Incentive Plan (“AIP”) equal to 125% of base salary, starting in fiscal year 2022 (with payment ranging from 0-200% of target subject to performance). The actual amount of this bonus will be based on Tapestry
attaining criteria determined by Tapestry’s Board of Directors in accordance with the terms of the AIP. All performance-based compensation paid to Mr. Roe is subject to Tapestry’s incentive repayment policy applicable in the event of a material
restatement of the Company’s financial results.
Mr. Roe will receive a one-time, sign-on cash bonus of $500,000, 50% of which will be payable within six weeks of his start date and 50% of which will be
payable on his six-month anniversary.
Mr. Roe has a guideline annual equity grant with a fair market value on the grant date of $2,750,000, to be granted in a fixed proportion of different
equity vehicles as determined by the Board, which may include performance restricted stock units (“PRSUs”), stock options and restricted stock units (“RSUs”). Mr. Roe’s first equity grant upon joining the Company will be made, with respect to RSUs
and stock options, on the first business day of the calendar month coincident with or following with his Effective Date, and, with respect to PRSUs, on the date in 2021 as determined by the Human Resources Committee (the “Committee”) of the Board
and normally granted in August. Thereafter, Mr. Roe’s annual award will be granted on the date determined annually be the Committee and normally granted in August. In all cases, such equity grants shall be subject to the terms and conditions set
forth in the applicable award agreements.