Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
On March 26, 2015, the board of directors (the "Board") of Quiksilver, Inc. (the
"Company"), removed Andy Mooney as the Company's Chairman and Chief Executive
Officer, effective March 27, 2015. The Company expects to enter into an
agreement with Mr. Mooney prior to the end of its second fiscal quarter
regarding his departure from the Company. Also on March 26, 2015, Richard
Shields, the Company's Chief Financial Officer, resigned from that position,
effective April 3, 2015, to pursue other opportunities.
Also on March 26, 2015, the Board appointed Pierre Agnes to the position of
Chief Executive Officer of the Company, effective March 27, 2015. Mr. Agnes, 50,
has previously served as the Company's President since October 2014, Global Head
of Apparel since March 2013 and President of Quiksilver Europe since June 2005.
Prior to that he served as Managing Director of Quiksilver Europe since December
2003. Between 1992 and 2002, Mr. Agnes founded and operated Omareef Europe, a
licensee of the Company for wetsuits and eyewear that the Company purchased in
November 2002. Mr. Agnes originally joined the Company in 1988, first as team
manager, and later in various capacities throughout the Company's European
marketing operations. For a description of Mr. Agnes' current employment
agreement, see the Company's Current Report on Form 8-K, filed with the
Securities and Exchange Commission on October 4, 2013. The Company expects to
enter into certain amendments to Mr. Agnes' compensation prior to the end of its
second fiscal quarter in connection with his promotion.
Also on March 26, 2015, the Board appointed Greg Healy to the position of
President of the Company, effective March 27, 2015. Mr. Healy, 49, has served as
President of the Company's Asia Pacific region since March 2010. Prior to that,
Mr. Healy held several management positions within the Company's Asia Pacific
region including CEO of Australasia from January 2009 to March 2010 and the dual
roles Chief Operating Officer and Chief Financial Officer of Asia Pacific from
2002 to January 2009. Mr. Healy joined the Company in 1998 as controller for
Australasia. He is a Certified Public Accountant and received his bachelor
degree in business from Monash University in Melbourne, Australia.
Pursuant to the terms of Mr. Healy's existing employment agreement with Ug
Manufacturing Co. Pty Ltd., the Company's Australian operating subsidiary, dated
February 1, 2012 (the "Healy Agreement"), Mr. Healy currently receives an annual
base salary of AUD $400,000 (approximately $316,000 at an assumed exchange rate
of 0.79 dollars per Australian dollar), which may be adjusted on an annual basis
(but not below AUD $350,000). The Healy Agreement also provides that Mr. Healy
will be paid superannuation contributions at the minimum rate required to avoid
liability under Australian law, and that Mr. Healy is eligible to receive an
annual discretionary bonus on terms approved by the compensation committee of
the Board. The Healy Agreement may be terminated by the Company or Mr. Healy for
any reason, subject to the payment of certain amounts as set forth below.
The Healy Agreement requires the Company to maintain a AUD $2,000,000
(approximately $1,580,000 at an assumed exchange rate of 0.79 dollars per
Australian dollar) term life insurance policy on the life of Mr. Healy, payable
to his designee; provided, however, that the Company is not required to pay
annual premiums for the policy in excess of AUD $5,000 (approximately $3,950 at
an assumed exchange rate of 0.79 dollars per Australian dollar).
The Healy Agreement also provides that Mr. Healy will continue to be a
participant in the Company's 2013 Performance Incentive Plan, or any successor
equity plan, on terms established by the Board. The Healy Agreement further
provides that Mr. Healy will be covered by a senior manager income protection
plan in the event of illness or injury on the same terms and conditions
applicable to comparable employees in Australia. Mr. Healy will also receive an
AUD $15,000 (approximately $11,850 at an assumed exchange rate of 0.79 dollars
per Australian dollar) annual clothing allowance to purchase Company products at
wholesale prices, and a vehicle allowance for the business-related operating
costs of one vehicle.
If the Company terminates Mr. Healy's employment without "Cause" (as defined in
the Healy Agreement), if Mr. Healy's employment agreement terminates on
October 31, 2016 and his employment terminates effective the same date, or if
Mr. Healy terminates his employment for "Good Reason" (as defined in the Healy
Agreement) within six months of the event constituting Good Reason, the Healy
Agreement provides that the Company will pay Mr. Healy: (1) his base salary and
superannuation contributions for a period of eighteen months, (2) any amounts
required by Australian law (including, as applicable, pay in lieu of notice of
termination, redundancy pay, pay in lieu of long service leave and pay in lieu
of untaken annual leave), (3) a pro rata portion of the annual bonus earned, if
any, for the fiscal year in which the termination occurs, and (4) the full
amount of any unpaid annual bonus earned from the preceding fiscal year. In
order to receive the payments specified above, other than those earned prior to
termination, Mr. Healy is required to sign a release of claims.
The Healy Agreement requires that if the Company grants stock options to
Mr. Healy after the date of the Healy Agreement, the options must provide that
if he is terminated by the Company without Cause, as a result of his death or
disability or by him for Good Reason, all of the options will automatically vest
in full on an accelerated basis and remain exercisable until the earlier to
occur of (1) the first anniversary of the termination, (2) the end of the option
term, or (3) termination pursuant to other provisions of the option plan or
option agreement, such as a corporate transaction.
The foregoing description of the Healy Agreement is qualified in its entirety by
the full text of the Healy Agreement, a copy of which is filed herewith as
Exhibit 10.1 and incorporated herein by reference.
The Company expects to enter into certain amendments to the Healy Agreement
prior to the end of its second fiscal quarter in connection with Mr. Healy's
Also on March 26, 2015, the Board appointed Thomas Chambolle to the position of
Chief Financial Officer of the Company, effective April 3, 2015. Mr. Chambolle
joined the Company as its Europe, Middle East and Africa regional Chief
Financial Officer in 2013. Previously, Mr. Chambolle was a Managing Partner at
Ricol Lasteyrie, a financial advisory consulting firm in France, since 2010.
Prior to that, he worked with French government agencies supporting businesses
impacted by the global credit crisis, and previously worked as Chief Financial
Officer of the spare parts division of Peugeot Citroen, a French car
The Company expects to enter into an executive employment agreement with
Mr. Chambolle prior to the end of its second fiscal quarter in connection with
In connection with his departure from the Company, Mr. Mooney resigned from the
Board, effective March 27, 2015. As a result of the vacancy on the Board created
by Mr. Mooney's departure, on March 26, 2015, the Board appointed Mr. Agnes as a
member of the Board and appointed Robert B. McKnight Jr., the Company's
co-founder and a current director, as Chairman of the Board, effective March 27,
A copy of the March 27, 2015 press release relating to the foregoing events is
filed herewith as Exhibit 99.1 and incorporated by reference herein.
For a description of certain office space leases between one of the Company's
European subsidiaries and an entity owned by Mr. Agnes and his wife, see page 49
of the Company's definitive proxy statement for its 2015 annual meeting of
stockholders, filed with the Securities and Exchange Commission on February 5,
2015, under the heading "Related Party Transactions."
Item 9.01 Financial Statements and Exhibits
The following exhibits are being filed herewith:
No. Exhibit Title or Description
10.1 Employment Agreement between Greg Healy and Ug Manufacturing Pty.
Ltd., dated February 1, 2012
99.1 Press Release of Quiksilver, Inc. dated March 27, 2015
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