Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 11, 2024, Olaplex Holdings, Inc. (the “Company”) announced that the Company intends to appoint Catherine Dunleavy, age 55, as Chief Operating Officer (“COO”) and Chief Financial Officer (“CFO”) of the Company, effective as of August 13, 2024.
The Company has entered into a letter agreement (the “Offer Letter”) with Ms. Dunleavy, pursuant to which Ms. Dunleavy and the Company have agreed that she will join the Company as COO and CFO, effective as of August 13, 2024, at which time she will succeed Paul Kosturos, who has served as interim Chief Financial Officer since May 6, 2024.
Ms. Dunleavy served as President of the travel lifestyle brand Away from November 2022 until May 2024 and as Chief Financial Officer from October 2020 until November 2022. Prior to joining Away, Ms. Dunleavy spent three years at Nike, from April 2017 until October 2020, serving as Divisional Chief Financial Officer. Prior to joining Nike, she spent 16 years at Comcast and NBCUniversal, where she served in numerous roles, including Chief Financial Officer of the Cable Entertainment Group and Executive Vice President, Content Distribution. She began her career at General Electric.
The Offer Letter provides for (i) an annual base salary of $675,000; (ii) an annual bonus opportunity with a target of 50% of her annual base salary and with the actual amount of such bonus based upon achievement of certain individual and Company performance goals; and (iii) reimbursement of up to $10,000 for legal fees incurred in the negotiation of the Offer Letter and related documentation.
The Offer Letter provides that Ms. Dunleavy will be granted two new hire equity grants consisting of restricted stock unit awards with values approximately equal to $1,500,000 and $500,000, respectively, on the grant date based on the closing price of a share of the Company’s common stock, par value $0.001 per share (“Common Stock”) on the grant date (the “New Hire RSU Awards”). The New Hire RSU Awards will vest as to twenty-five percent (25%) on each of the first four (4) anniversaries of the grant date, and, solely with respect to the $500,000 grant as referenced above, as to one-hundred percent (100%) in the event of a change in control of the Company (as defined in the applicable award agreement), in each case, subject to Ms. Dunleavy’s continued employment through the applicable vesting date. Beginning in 2025, Ms. Dunleavy will be eligible for annual equity awards of the Company with a target aggregate grant date value of not less than $1,500,000, subject to the approval of the Company’s board of directors (the “Board”) (or the compensation committee of the Board).
As a condition to the grant of the New Hire RSU Awards, Ms. Dunleavy must sign a restrictive covenant agreement providing for perpetual confidentiality and assignment of intellectual property obligations and non-competition and non-solicitation obligations during Ms. Dunleavy’s employment and for a period of twenty-four (24) months following termination of her employment.
The Offer Letter also provides that if Ms. Dunleavy’s employment is terminated by the Company without cause or if Ms. Dunleavy terminates her employment with the Company for good reason (as such terms are defined in the Offer Letter), she will be entitled to receive (i) continued payment of her base salary for twelve (12) months following her termination of employment; (ii) a COBRA subsidy for the same time period; and (iii) payment of any earned but unpaid prior year annual bonus, paid when annual bonuses are paid to senior executives of the Company generally (the “Prior Year’s Bonus”). The severance benefits are subject to Ms. Dunleavy’s execution of a separation agreement and general release of claims in favor of the Company and her continued compliance with her restrictive covenant obligations.