Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of New Chief Financial Officer
Coty Inc. (NYSE: COTY) ("Coty" or the "Company") today announced that Laurent
Mercier, currently Coty's Deputy Chief Financial Officer, will succeed
Pierre-André Terisse as Chief Financial Officer of the Company effective
February 15, 2021. Mr. Terisse will assist with the transition through February
2021, after which he will serve as a Coty designated member of the Board of The
Wella Company.
Mr. Mercier, age 50, has served as Coty's Deputy CFO since May 2020 and
previously as the CFO of Coty's Luxury business since November 2017. Prior to
joining Coty, Mr. Mercier worked at Danone, S.A. for 20 years, including serving
in the role of VP of Finance for its European Dairy business from 2014 to 2017,
CFO of Evian Volvic Germany and CFO for Asia, Middle East and Africa. There is
no family relationship between Mr. Mercier and any director or executive officer
of the Company. There have been no transactions, nor are there any currently
proposed transactions, to which the Company or any of its subsidiaries was or is
to be a participant in which Mr. Mercier, or any member of his immediate family,
had, or will have, a direct or indirect material interest.
In connection with Mr. Mercier's appointment, the Company provided an offer
letter to Mr. Mercier setting forth the primary compensation elements for his
new position. Under the terms of his offer letter, Mr. Mercier is entitled to
the following compensation and benefits: (i) an annual base salary in the amount
of EUR 500,000; (ii) an APP Bonus targeted to be 50% of his annual base salary;
(iii) an annual grant of restricted stock units under the Company's Equity and
Long Term Incentive Plan ("ELTIP") with a grant date value equal to USD 650,000
and (iv) participation in the employee benefit plans generally made available to
senior officers of the Company in the Netherlands.
In connection with Mr. Terisse's separation, the Company and Mr. Terisse entered
into a separation agreement pursuant to which Mr. Terisse will continue to
receive his fixed remuneration and benefits in kind until February 1, 2022. All
outstanding equity awards will be forfeited and cancelled as of his February 15,
2021 separation date. Under the separation agreement, no other supplemental
severance amounts will be paid, and Mr. Terisse will not be eligible for
variable compensation for fiscal years 2021 or 2022.
The foregoing descriptions of the offer letter and separation agreement are
qualified in their entirety by reference to the full text of the respective
agreements, a copy of each of which will be filed as an exhibit to the Company's
Quarterly Report on Form 10-Q for the period ended December 31, 2020.
A copy of the press release announcing Mr. Terisse's departure and Mr. Mercier's
appointment is attached to this Current Report on Form 8-K as Exhibit 99.1. A
copy of the press release is also available on its website at
www.investors.coty.com, under the "Investor News" tab.
Acceleration of RSU Award
Following the successful November 30, 2020 completion of the strategic
separation of Coty's Professional and Retail Hair business - including the
Wella, Clairol, OPI and ghd brands (together, "Wella"), on December 5, 2020 the
Company's Remuneration and Nomination Committee approved the accelerated vesting
of the 984,252 restricted stock units ("RSUs") granted to Mr. Terisse on June 5,
2020 in recognition of his work on the Wella transaction (the "Wella RSUs"). The
Wella RSUs will be accelerated to fully vest on December 30, 2020.
Item 9.01 Financial Statements and Exhibits
(i)Exhibits:
Exhibit No. Description
Press Release regarding executive officer changes, dated December 9,
99.1 2020.
Cover Page Interactive Data File (embedded within the Inline XBRL
104 document).
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