Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Resignation of Chief Financial Officer
On November 23, 2021, Deborah H. Merrill submitted her resignation as Chief
Financial Officer and President, Delta Group of Delta Apparel, Inc. (the
"Company"). Ms. Merrill has agreed to continue working with the Company through
January 22, 2022 to assist in the orderly transition of her responsibilities.
She will resign as Chief Financial Officer, effective December 15, 2021, and as
President, Delta Group and from all other positions held with the Company and
its subsidiaries, effective January 22, 2022.
Appointment of Chief Financial Officer
On November 30, 2021, the Company announced that Simone Walsh has been appointed
by the Company's Board of Directors as Vice President, Chief Financial Officer &
Treasurer of the Company, effective as of December 15, 2021. Ms. Walsh will
report to Robert W. Humphreys, Chairman and Chief Executive Officer of the
Company, and will serve as the Company's principal financial officer and
principal accounting officer.
Ms. Walsh, age 49, has most recently served as Vice President - Deputy
Controller of Novelis Inc., since September 2020. Prior to that, she served as
Chief Accounting Officer, Controller and principal accounting officer of PRGX
Global, Inc. from April 2019 to September 2020 and as Vice President - Finance
from August 2017 to April 2019. Ms. Walsh worked as a consultant for Steele
Consulting from October 2016 to July 2017 leading a tax and divestiture process
for certain operations of Cable & Wireless Communication Limited to a U.S.
public company. Prior to that, Ms. Walsh served as the Senior Director -
Finance, Home Services for The Home Depot, Inc. from January 2015 to April 2016
and as the Senior Director - Tax from 2012 until 2014. Ms. Walsh has also held
other leadership and senior financial positions with various other companies and
began her career as a public accountant, working at both Ernst & Young and
Deloitte. Ms. Walsh holds a Bachelor of Commerce degree from the University of
Wollongong (Australia) and a Master of Business (Accounting and Finance) from
the University of Technology Sydney (Australia). Ms. Walsh is both an Australian
and British Chartered Accountant.
In connection with her appointment, Ms. Walsh entered into an employment
agreement with the Company dated November 30, 2021 (the "Agreement"). Unless
earlier terminated in accordance with its terms, the Agreement will be in effect
from December 15, 2021 through December 31, 2024. Pursuant to the Agreement, Ms.
Walsh will receive an annual base salary of $400,000 and will be eligible to
participate in the Company's Short-Term Incentive Compensation Plan ("STIC
Plan") beginning fiscal 2022. For fiscal 2022, her STIC Plan aggregate base
participation level will be $150,000. In addition, Ms. Walsh will be awarded
service-based restricted stock units and performance units in the following
amounts: (i) 23,000 service-based restricted stock units that are eligible to
vest following the filing of the Company's Annual Report on Form 10-K with the
SEC for the next three fiscal years as follows: (a) 5,000 for fiscal year 2022,
(b) 5,000 for fiscal year 2023, and (c) 13,000 for fiscal year 2024; and (ii)
5,000 performance units that are eligible to vest following the achievement of
certain performance criteria and the filing of the Company's Annual Report on
Form 10-K with the SEC for fiscal year 2023. The equity awards are subject to
the terms and conditions of the Delta Apparel, Inc. 2020 Stock Plan and those
contained in the applicable award agreement. In addition, the Company will pay
Ms. Walsh a one-time cash sign-on bonus in the amount of $100,000.
If the Agreement is terminated due to Ms. Walsh's death or disability, Ms. Walsh
(or her estate) is entitled to receive her base salary for a period of six
months. If terminated by the Company for Cause (as defined in the Agreement), or
terminated by Ms. Walsh without a material breach by the Company, Ms. Walsh is
entitled to receive any accrued but unpaid salary and reimbursable expenses. If
terminated by the Company without Cause, not renewed by the Company, or
terminated by Ms. Walsh following a material breach by the Company, Ms. Walsh is
entitled to receive any accrued but unpaid salary and reimbursable expenses,
plus twelve months of base salary and 100% of the STIC Plan award earned by Ms.
Walsh for the most recent full fiscal year prior to termination. In addition, if
Ms. Walsh terminates her employment within one year following a Change of
Control (as defined in the Agreement) for Good Reason (as defined in the
Agreement) or the Company or its successor terminates her employment for any
reason other than Cause, death or disability within one year following a Change
of Control, then Ms. Walsh is entitled to receive a lump sum of: (i) her annual
base salary as of the date of termination; and (ii) the greater of an amount
equal to her base incentive amount for the STIC Plan for fiscal year 2022 or an
amount equal to the STIC Plan award amount she received for the most recent
fiscal year prior to her termination. The Company will also provide Ms. Walsh
with out-placement assistance and, if elected, COBRA coverage for up to twelve
months, to the extent permitted under Internal Revenue Code Section 409A and the
terms of the applicable benefit plans.
The foregoing summary of the Agreement is qualified in its entirety by reference
to the text of the Agreement, which is filed herewith as Exhibit 10.1 to this
Current Report on Form 8-K and which is incorporated herein by reference.
There is no arrangement or understanding pursuant to which Ms. Walsh was
appointed as Vice President, Chief Financial Officer & Treasurer of the Company.
There are no family relationships between Ms. Walsh and any of the Company's
directors or executive officers, and there are no related party transactions
involving Ms. Walsh that are reportable under Item 404(a) of Regulation S-K.
On November 30, 2021, the Company issued a press release announcing this
leadership transition. A copy of the press release is furnished as Exhibit 99.1
to this Form 8-K.
Negotiation of Chief Executive Officer's Employment Agreement
On November 29, 2021, the Company and Robert W. Humphreys agreed to negotiate
and finalize the terms of an amendment to his existing employment agreement in
good faith in the near future with the following key terms: (i) the term of his
existing employment agreement will be extended through the filing of the
Company's Annual Report on Form 10-K with the SEC for fiscal year 2024; (ii) Mr.
Humphreys' annual base salary will be increased to $850,000, effective January
1, 2022; and (iii) for fiscal 2022, his STIC Plan aggregate base participation
level will be $750,000.
--------------------------------------------------------------------------------
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
Employment Agreement between Delta Apparel, Inc. and Simone Walsh
10.1 dated November 30, 2021.
99.1 Press release issued by Delta Apparel, Inc. on November 30, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
DELTA APPAREL, INC. 
