UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
FORM 8-K
 
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):                                                                                     September 4, 2015
 
West Marine, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
  
0-22512
  
77-0355502
(State or other
  
(Commission
  
(I.R.S. Employer
jurisdiction of incorporation)
  
File Number)
  
Identification No.)
 
500 Westridge Drive
Watsonville, California 95076
(Address of Principal Executive Offices, Including Zip Code)
 
(831) 728-2700
(Registrant’s Telephone Number, Including Area Code)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
      
 
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
    
 
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
  
 

 
 
 


 
 
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
Appointment of Jeffrey L. Lasher as Chief Financial Officer, Executive Vice President – Finance and Assistant Secretary
 
On September 4, 2015, after conducting a search, upon the recommendation of its Nomination and Governance Committee, the Board of Directors (“Board”) of West Marine, Inc. (the “Company”) appointed Jeffrey L. Lasher as Chief Financial Officer (“CFO”), Executive Vice President – Finance and Assistant Secretary Mr. Lasher is expected to assume his position with the Company on or about November 7, 2015 (“Start Date”), following the completion of his transition services for his prior employer, Crocs, Inc. As CFO, the Board also designated Mr. Lasher as the Company’s Principal Financial Officer, replacing Deborah Ajeska, the Company’s Divisional Vice President and Controller, who was appointed as the Principal Financial Officer on an interim basis during the CFO search process. Concurrent with Mr. Lasher’s appointment, the Board also designated Mr. Lasher as an “executive officer” within the meaning of Rule 3b-7 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as an “officer” for purposes of Section 16 of the Exchange Act.
 
Since April 2011, Mr. Lasher (age 51) has served as Senior Vice President and CFO for Crocs, Inc., a multi-national designer, marketer, retailer, and manufacturer of casual footwear. In that role, Mr. Lasher’s responsibilities included oversight of all aspects of global finance, financial planning and strategy, accounting and control, income tax, treasury and risk management, financial systems, internal audit and compliance, management reporting, investor relations and business analysis functions. Mr. Lasher will continue to provide advisory services to Crocs to ensure an orderly transition to his successor, which services are expected to be completed on or about November 7, 2015. Mr. Lasher was named CFO in April 2011, after serving as Crocs’ Principal Accounting Officer and Interim Principal Financial Officer. Mr. Lasher additionally served as Crocs’ Corporate Controller and Chief Accounting Officer from June 2009 to April 2011. Prior to joining Crocs, Mr. Lasher held various finance and business leadership positions at Ford Motor Company, AutoNation, Inc. and Corporate Express, Inc., a publicly-held business supplies and equipment company which was acquired by Staples, Inc. Mr. Lasher holds a Bachelor’s of Science degree from the University of Alabama and a Master of Business Administration degree from Pennsylvania State University.
 
Compensation Arrangements for Jeffrey L. Lasher
 
Under the terms of his offer letter, Mr. Lasher will receive an annual base salary of $420,000 and a one-time sign-on bonus of $ 136,154. In addition, consistent with that of other Company executive vice-presidents, Mr. Lasher’s target bonus will be up to 60% of his annual base salary, with the actual amount of any bonus determined on a sliding scale, depending on the Company’s financial performance.
 
Mr. Lasher also will receive a grant of 22,000 time-vested restricted stock units (“RSUs”) that will vest over a three-year period at 33%, 33% and 34%, respectively, on each anniversary following the grant date. In addition, Mr. Lasher will be granted the right to receive performance-vested RSUs (“PVUs”) based on the Company’s performance against its Return on Invested Capital goal for the fiscal 2015 performance period. The range of potential PVUs he may earn ranges as follows (with the actual number interpolated on a straight-line basis if the results are between threshold and maximum performance payout percentages):
 
 
 
 

Performance Level
Number of PVUs
ROIC Performance Goal %
Resulting Payout % Earned
Below Threshold
0
Under 5.05%
0%
Threshold
2,750
5.05%
50%
Target
5,500
5.73%
100%
Maximum
8,250
6.50%
150%
  
Assuming the threshold is met, the PVUs also will vest over a three-year period at 33%, 33% and 34%, respectively, on each anniversary of the grant date. The RSUs and PVUs referenced above will be granted on the 10th business day of the calendar month following Mr. Lasher’s Start Date, per the terms of the Company’s Omnibus Equity Incentive Plan and its Equity Award Grant Policy.
 
The Company also has agreed to reimburse Mr. Lasher reasonable expenses incurred in connection with his family’s relocation from Colorado to the greater Watsonville, California area, as well as a one-time, lump-sum payment of $10,000 to cover incidentals incurred throughout the course of relocation.
 
Under the terms of the Company’s Executive Officer Severance Plan, in the event Mr. Lasher is terminated without “cause” or resigns for “good reason”, Mr. Lasher is entitled to: continued payment of his annual salary for a period of 35 to 52 weeks from such termination, depending on his tenure with the Company (subject to a modification in the schedule of payments if necessary to comply with Internal Revenue Service deferred compensation rules and further subject to a reduction in the cash portion equal to the difference between the severance amount payable by the Company and any amounts he earns or is paid from future employment or consulting arrangements during the severance terms); and, if such termination occurs during the second half of a fiscal year, Mr. Lasher would be eligible to receive a pro-rated annual bonus for that year.  

The foregoing is a summary of the material terms of the offer letter. As a summary, it does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the letter that is filed with this report as Exhibit 10.1.
 
Additionally, the Company and Mr. Lasher will enter into a confidentiality and non-solicitation agreement, and the Board approved entering into our standard indemnification agreement with Mr. Lasher, each effective as of his Start Date. Under these agreements, Mr. Lasher will be required to keep certain Company information confidential and to not interfere with any of our relationships with employees, independent contractors, customers and suppliers during his term of employment and for two years thereafter, and the Company will be required to indemnify Mr. Lasher against certain claims that may arise in connection with his employment.

 
 
 
 

 
 
 
Item 9.01.
 
Financial Statements and Exhibits.

 
(a)
Not Applicable.
 
(b)
Not Applicable.
 
(c)
Not Applicable.
 
(d)
Exhibits:
     
     
 
  10.1   Offer Letter, dated September 4, 2015, between West Marine, Inc. and Jeffrey Lasher.*
       
  10.2   Form of Indemnification Agreement between West Marine, Inc. and its directors and officers (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 29, 2002).*
       
  10.3   Form of Confidentiality and Non-Solicitation Agreement (incorporated by reference to Exhibit 10.2 to the Company's Current report on Form 8-K filed on May 16, 2012).*
       
  10.4   West Marine, Inc. Executive Officer Severence Plan dated March 16, 2011, as amended on December 5, 2013 (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on December 6, 2013).*
       
  10.5   Policy Regarding Repayment or Forfeiture of Certain Compensation ("Clawback Policy") (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on December 6, 2013).*
  ________________________________
           *Management compensatory plan or arrangement within the meaning of Item 601(b)(10)(iii) of Regulation S-K
 

 
 
 

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.
 
 
WEST MARINE, INC.
     
Date: September 8, 2015
By:  
/s/ Pamela J. Fields
   
Pamela J. Fields, Secretary
 




EXHIBIT 10.1
 
                                        September 4, 2015
 
Jeffrey J. Lasher
6086 S. Oswego Street
Greenwood Village, CO 80111
 
Dear Jeff:
I am pleased to offer you the position of CFO, Executive Vice President and Assistant Secretary for West Marine, Inc. and its subsidiaries (collectively, the “Company”).  We are looking forward to you joining our team.
 
Your employment is subject to the terms and conditions set forth in this letter.
 
Position Title:
CFO, Executive Vice President-Finance, Assistant Secretary & Principal Financial Officer. Your principal place of employment will be at our support center located in Watsonville, CA, subject to business travel as needed to properly fulfill your employment duties and responsibilities.
   
Reports To: Matt Hyde – CEO and President
   
Annual Base Salary: This position offers an initial bi-weekly salary of $16,153.85 which is the equivalent of $420,000.00 on an annual basis.  Your base salary is subject to review at least annually and is payable in accordance with the Company's standard payroll practices, including all withholding and deductions as required by law.
   
Annual Bonus: During your employment, you will be eligible to participate in the Company's annual bonus plan. Your target bonus payout opportunity will be 60% of your Annual Base Salary.  If the bonus is earned, you must remain employed on the date the payout is made.
   
Sign-On Bonus: One time sign-on bonus of $136,154 gross, to be paid within two weeks of your Start Date. If you voluntarily terminate employment with the Company (other than voluntary termination in connection with a change-in-control) within one year of your employment start date, you will reimburse the Company 100% of the sign on bonus.
   
Relocation: Subject to the conditions described below, the Company will reimburse you the following relocation expenses:
 
1. Full amounts to pack and move household belongings and personal vehicles.
2. Temporary housing for up to twelve months.
3. Reasonable commute travel between Colorado and California for up to twelve months for you and your family.
   
 
 
 
 
 
 
 4. A one-time lump sum payment of $10,000 gross to cover incidentals incurred throughout the course of your relocation to California to be paid within two weeks of your Start Date; and
 
Under the terms of the West Marine Relocation Policy, if you voluntarily terminate employment with the Company (other than voluntary termination in connection with a change-in-control) within one year of relocating, you will reimburse the Company 100% of the amount received for such relocation expenses. Relocation to be completed no later than one year from Start Date.
 
Upon acceptance, we will have you work directly with our Relocation Specialist to make your arrangements.
   
Benefits:
You will be eligible to participate in the associate benefit plans and programs generally available to the Company's senior executives, including group medical, dental, vision, 401(k), life insurance, and others, subject to the terms and conditions of such plans and programs. You will be credited with two weeks of paid vacation as of your hire date. You will accrue four weeks of paid vacation annually In this regard, you agree to the applicable deductions for your contribution requirement from your paycheck, as applicable. The Company reserves the right to amend, modify or terminate any of its benefit plans or programs at any time and for any reason.
   
Equity Awards:
Restricted Stock Units will be granted and the right to receive Performance-Vested Restricted Stock Units will be awarded on the 10th business day of the calendar month following your Start Date, per the terms of the Company’s Omnibus Equity Incentive Plan and its Equity Award Grant Policy, as outlined below.
 
Restricted Stock Units: Grant of 22,000 time-vested restricted stock units (“RSUs”). The RSUs will vest over a three-year period at 33%, 33% and 34%, respectively, on each anniversary following the grant date, assuming you remain employed on each such date. All RSUs for which restrictions have not lapsed shall be forfeited and revert to the Company on your termination of employment.
 
Performance Stock Units: In addition to the time-vested RSUs, you also will be granted the right to receive performance-vested Restricted Stock Units (“PVUs”), subject to the achievement of a threshold performance goal described below. The number of PVUs will not be finalized until the end of the 2015 performance period (which is the full 2015 fiscal year beginning January 4, 2015 and ending on January 2, 2016). As a result, the actual number of PVUs you are granted will be based on the Company’s performance against its Return on Invested Capital goal for the fiscal 2015 performance period. The range of potential PVUs you may receive is as follows (with the actual number interpolated on a straight-line bases if the results are between threshold and maximum performance payout percentages):
 
 
 
 
 
  Performance Level Number of PVUs ROIC Performance Goal % Resulting Payout % Earned
  Below Threshold 0 Under 5.05% 0%
  Threshold 2,750 5.05% 50%
  Target 5,500 5.73% 100%
  Maximum 8,250 6.50% 150%
 
  Assuming the threshold is met and you remain employed, the PVUs will vest over a three-year period at 33%, 33% and 34%, respectively, on each anniversary following the grant date. All PVUs for which restrictions have not lapsed shall be forfeited and revert to the Company on your termination of employment.
   
 
All equity awards are subject to criteria approved by the Compensation and Leadership Development Committee of the Board of Directors and the terms of the Company’s Equity Award Grant Policy, the Company’s Omnibus Equity Incentive Plan, and applicable equity award agreements.
   
Clawback: Any amounts payable hereunder are subject to any policy (whether currently in existence or later adopted) established by the Company providing for clawback or recovery of amounts that were paid to you. The Company will make any determination for clawback or recovery in its sole discretion and in accordance with any applicable law or regulation and the policy.
   
Witholding: All forms of compensation paid to you as an associate of the Company shall be less all applicable withholdings and deductions.
   
Stock Ownership Requirements:
As an Executive Vice President of the Company, you will be required to comply with the Company's Stock Ownership Policy.
   
At-Will Employment: Your employment with West Marine is for no specific period and constitutes “at-will” employment. As a result, you or the Company are free to terminate the employment relationship at any time, with or without notice and for any reason or for no reason.
   
Severence: If your employment with the Company is involuntarily terminated for reasons other than cause or a breach by you of the terms and conditions of this letter (including, but not limited to, a breach of any of the representations contained herein), subject to your execution, and non-revocation, of a release of claims in a form provided by the Company, you will be eligible to receive severance in accordance with the Company’s Executive Officer Severance Plan.
   
Contingent Offer:
This offer is contingent on verification of your right to work in the United States, as demonstrated by your completion of an I-9 form and your submission of acceptable documentation (as noted on the I-9 form)
 
 
 
 
 
  verifying your identity and work authorization within three days of your Start Date.
   
Start Date: The date on or about November 7, 2015, on which transition services to your previous employer are complete and your work for the Company commences full time, subject to the satisfaction of all of the conditions described in this letter.
   
Representations:
By accepting this offer, you represent that you are able to accept this job and carry out the work that it would involve without breaching any legal restrictions on your activities, such as non-competition, non-solicitation or other work-related restrictions imposed by a current or former employer. You also represent that you will inform the Company about any such restrictions and provide the Company with as much information about them as possible, including any agreements between you and your current or former employer describing such restrictions on your activities. You further confirm that you will not remove or take any documents or proprietary data or materials of any kind, electronic or otherwise, with you from your current or former employer to the Company without written authorization from your current or former employer, nor will you use or disclose any such confidential information during the course and scope of your employment with the Company. If you have any questions about the ownership of particular documents or other information, you should discuss such questions with your former employer before removing or copying the documents or information.
   
Governing Law: This offer letter shall be governed by the laws of California, without regard to conflict of law principles.
 
To indicate your acceptance, please sign, date and return this letter to me via fax at (831) 768-5223 or in portable document format or similar electronic form by email.
 
Welcome aboard Jeff! Our entire team looks forward to working with you.
 
Sincerely,
/s/ Matt Hyde
Matt Hyde
CEO, President
        
         
I, Jeff Lasher, have read, understood and officially accept all of the terms of the above offer of employment with West Marine. I have not relied on any agreements or representations, express or implied that are not set forth expressly in the foregoing letter and this letter supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the subject matter of this letter.
  
 
 
 
/s/ Jeff Lasher
  
 
 
 
9/4/15
  
Signature
  
Date
  


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