UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Foot Locker, Inc. (the “Company”) issued a press release on March 25, 2021 announcing that it has appointed Andrew E. Page, age 51, as Executive Vice President and Chief Financial Officer of the Company, effective April 12, 2021, replacing Lauren B. Peters, who, as previously announced, plans to retire from the Company. Ms. Peters, a named executive officer, will remain an employee of the Company until her retirement, effective May 1, 2021, at which time her employment agreement will terminate. A copy of the press release is furnished as Exhibit 99.1, which, in its entirety, is incorporated herein by reference.
Mr. Page has served as Senior Vice President, Chief Accounting Officer and Controller at Advance Auto Parts, Inc. since May 2019. Previously, Mr. Page served as Senior Vice President and Chief Accounting Officer at Under Armour, Inc. Mr. Page worked for Under Armour, Inc. from 2011 to 2019, where he initially served as the company’s Assistant Controller.
In connection with his appointment as Executive Vice President and Chief Financial Officer, Mr. Page’s base salary will be set at $615,000 per year, his target annual equity incentive opportunity will be set at 150% of base salary (20% delivered in restricted stock units that vest three years from the date of grant, 60% delivered in performance stock units (prorated for the 2020-21 and 2021-22 performance periods), and 20% in non-statutory stock options that vest in equal installments over three years, in each case subject to continued employment through the vesting dates), and his target annual cash incentive opportunity will be set at 75% of base salary (prorated for 2021). Mr. Page will receive a sign-on cash payment in the amount of $500,000 and a sign-on RSU grant with a value of $750,000, which will vest ⅓ on each of the first three anniversaries of the grant date, as long as Mr. Page is continuously employed by the Company through each such anniversary date.
Mr. Page has no family relationship with any of the Company’s directors or executive officers. Mr. Page has no direct or indirect material interest in any related party transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit No. | Description |
| 99.1 | Press Release, dated March 25, 2021, issued by Foot Locker, Inc. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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FOOT LOCKER, INC.
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| Date: March 25, 2021 | By: | /s/ Sheilagh M. Clarke |
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Name: Sheilagh M. Clarke Title: Senior Vice President, General
Counsel and | ||
Exhibit 99.1
N E W S R E L E A S E
| Investor Contact: | Media Contact: |
| James R. Lance | Cara Tocci |
| Vice President, Corporate Finance and Investor Relations | Vice President, Corporate Communications |
| jlance@footlocker.com | cara.tocci@footlocker.com |
| (212) 720-4600 | (914) 582-0304 |
FOOT LOCKER, INC. APPOINTS ANDREW E. PAGE AS EXECUTIVE
VICE
PRESIDENT AND CHIEF FINANCIAL OFFICER
NEW YORK, NY, March 25, 2021 -- Foot Locker, Inc. (NYSE: FL), the New York-based specialty athletic retailer, today announced the appointment of Andrew E. Page as Executive Vice President and Chief Financial Officer, effective April 12, 2021. Page joins Foot Locker from Advance Auto Parts, Inc. where he served as Senior Vice President, Chief Accounting Officer and Controller, and he brings nearly 30 years of finance and accounting experience in retail, athletic footwear and apparel, and other industries. His appointment follows the Company's previous announcement that Lauren B. Peters is retiring from Foot Locker.
Page will report directly to Richard Johnson, Chairman and Chief Executive Officer, and will oversee Foot Locker’s accounting, financial planning and analysis, investor relations, treasury, tax, internal audit, and risk management functions. He will work closely with the executive team to advance Foot Locker’s long-term strategies to position the Company for continued growth, profitability, and value creation.
“We are pleased to welcome Andrew as Foot Locker, Inc.’s next Chief Financial Officer,” said Johnson. “Andrew has a track record of successfully leading finance functions, while optimizing enterprise growth, overseeing digital finance transformation, and driving strong financial and operational results. As we look towards the future and to deliver on our purpose to inspire and empower youth culture, Andrew’s fresh perspective and capabilities will contribute to our focus on delivering profitable growth for our shareholders. He’s a great addition to our dynamic and diverse leadership team – with keen insight and a vision on the market and our industry at large that complements our already high-performing operation.”
Page said, “I am thrilled to join this incredible team with a proud history at such a pivotal time. I look forward to working closely with Dick and the rest of Foot Locker’s leadership team to help shape the Company’s future in our next stage of growth. Together, we are committed to leading a bold agenda that creates meaningful customer experiences and delivers value for shareholders and all stakeholders.”
Page brings nearly 30 years of experience, including leading finance matters at the executive level within Fortune 500 organizations. Most recently, he served as Senior Vice President, Chief Accounting Officer and Controller at Advance Auto Parts, Inc., where he oversaw all accounting, tax, internal controls and external financial reporting, and had responsibilities for the implementation of the global cloud solution of the organization’s new ERP system. Previously, Page served as Senior Vice President
Foot Locker, Inc.330 West 34th Street, New York, NY 10001
and Chief Accounting Officer at Under Armour, Inc., where he managed all accounting functions globally. Earlier in his career, Page held finance roles at FTI Consulting, Inc., AES Corporation, Inc., General Electric’s Consumer and Industrial division, and Discovery Communications, Inc. after beginning his career in public accounting working at both Ernst & Young and PricewaterhouseCoopers. Page holds a Master of Business Administration from Georgetown University and a Bachelor of Business Administration in Accounting from Eastern Kentucky University. Page is a Certified Public Accountant.
About Foot Locker
Foot Locker, Inc. leads the celebration of sneaker and youth culture around the globe through a portfolio of brands including Foot Locker, Lady Foot Locker, Kids Foot Locker, Champs Sports, Eastbay, Footaction, and Sidestep. With approximately 3,000 retail stores in 27 countries across North America, Europe, Asia, Australia, and New Zealand, as well as websites and mobile apps, the Company's purpose is to inspire and empower youth culture around the world, by fueling a shared passion for self-expression and creating unrivaled experiences at the heart of the global sneaker community. Foot Locker, Inc. has its corporate headquarters in New York.
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