Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 30, 2023, the Board of Directors (the "Board") of Lakeland
Industries, Inc. ("Lakeland" or the "Company") appointed Roger D. Shannon as the
Company's Chief Financial Officer, effective February 1, 2023. Also effective
February 1, 2023, in connection with the appointment of Mr. Shannon as Chief
Financial Officer, Allen E. Dillard, the Company's Chief Operating and Financial
Officer, will continue serving as Chief Operating Officer but will no longer
serve in the role of Chief Financial Officer.
On January 30, 2023, the Company and Mr. Shannon entered into an employment
agreement (the "Employment Agreement"), effective as of February 1, 2023. The
Employment Agreement provides for, among other things, (i) an initial employment
term ending on February 1, 2024, with one-year automatic renewals unless either
party provides at least 90 days' prior written notice of its intention not to
extend the term; (ii) an annual base salary of $300,000 subject to annual review
by the Compensation Committee of the Board; (iii) eligibility to receive an
annual cash bonus initially targeted at 40% of base salary; and (iv) eligibility
to receive grants of equity incentive awards pursuant to the Company's 2017
Equity Incentive Plan, as amended (the "Plan"), as determined in the discretion
of the Company's Compensation Committee. In addition, on February 1, 2023, Mr.
Shannon received an initial equity award under the Plan, consisting of a stock
option for 24,000 shares of the Company's common stock, with an exercise price
of $14.44, the closing price of the Company's common stock on the date of grant,
which will vest ratably over three years and expire on February 1, 2033.
The Employment Agreement contains provisions providing for severance payments
equal to 12 months of base salary plus a pro rata cash bonus, if any, to Mr.
Shannon in the event that he is terminated by the Company without Cause or by
Mr. Shannon for Good Reason (each as defined in the Employment Agreement). In
the event that such termination without Cause or for Good Reason occurs within
18 months after a change of control, Mr. Shannon will be entitled to severance
payments equal to 24 months of base salary plus two times his target bonus
amount, if any, in effect on the date of termination. The Employment Agreement
also provides non-competition and non-solicitation restrictive covenants during
Mr. Shannon's term of employment and for a period of one year thereafter.
The foregoing description of the terms of the Employment Agreement is not
complete and is qualified in its entirety by reference to the full text of the
Employment Agreement, a copy of which is attached hereto as Exhibit 10.1.
Mr. Shannon, 57, previously served as Chief Financial Officer and Treasurer of
Charah Solutions from June 2019 to October 2022. Mr. Shannon previously served
in various roles, including Chief Financial Officer, Senior Vice President of
Finance, Treasurer and Head of Corporate Development at ADTRAN, a
publicly-traded provider of next-generation networking solutions, from November
2015 to June 2019. Mr. Shannon also served as Chief Financial Officer and
Treasurer for Steel Technologies and various senior finance roles at the
Brown-Forman Corporation, British American Tobacco, and accounting positions at
Vulcan Materials Company, Lexmark International and KPMG.
There are no arrangements or understandings between Mr. Shannon and any other
person pursuant to which he has been selected to serve as Chief Financial
Officer, nor is he a participant in any related party transactions required to
be reported pursuant to Item 404(a) of Regulation S-K under the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
Item 7.01. Regulation FD Disclosure.
On February 2, 2023, the Company issued a press release, attached hereto as
Exhibit 99.1, announcing the appointment of Mr. Shannon to the position of Chief
Financial Officer.
The information contained in this Item 7.01 and in the accompanying Exhibit 99.1
shall not be deemed filed for purposes of Section 18 of the Exchange Act, or
incorporated by reference in any filing under the Exchange Act or the Securities
Act of 1933, as amended, except as shall be expressly set forth by specific
reference in such filing.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
10.1 Employment Agreement, by and between Lakeland Industries, Inc. and
Roger D. Shannon
99.1 Press Release, dated February 2, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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