Ian Bickley

About Ian Bickley

Ian Bickley, age 61, joined Vera Bradley’s Board on November 1, 2024 and was appointed Executive Chairman effective July 7, 2025; he will serve as interim CEO following the CEO’s departure until a new CEO is appointed . He previously served as President of Coach’s International Group and President of Global Business Development for Tapestry, helping grow Coach’s international sales from under $20 million to over $2 billion, and has turnaround experience as Interim CEO of The Body Shop, where he helped complete a sale of the company . He also serves on the boards of Crocs (Audit and Corporate Responsibility & Sustainability Committees) and Brilliant Earth (Chair of Nominating & Corporate Governance; Audit Committee member) . The Board deemed him independent as of April 8, 2025; however, per NASDAQ independence standards described in the proxy, his subsequent executive role would impair independence until he ceases to be an executive officer .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

Company context for incentive design (Bickley’s transitional grant is time-based; the Company otherwise emphasizes pay-for-performance):

• FY2025 annual incentive metrics: Enterprise Operating Income (40%), Enterprise Net Revenue (40%), Enterprise Strategic Objectives (20%), with payouts of 25% at threshold, 100% at target, 200% at maximum for financial metrics; strategic payout capped at 100% if financial thresholds not met .
• FY2025 results: Enterprise operating loss and net revenue were below thresholds (no payout); Enterprise strategic objectives achieved at 41% (partial payout for that component); overall STI paid minimal amounts to NEOs due to below-threshold performance .
• FY2025 LTI design for NEOs: 50% PSUs and 50% RSUs; PSU tranche 1 EPS thresholds set at $0.52 (25%), $0.59 (100%), $0.66 (200%); FY2025 adjusted EPS thresholds not achieved, so PSUs for that year were not earned .

Equity Ownership & Alignment

Beneficial ownership as of April 8, 2025:

Ownership policy and alignment signals:

• Stock ownership guidelines require non-employee directors to hold share units equal to 4x the annual cash retainer ($198,000 for FY2025); directors are expected to retain share units until guidelines are met (sales allowed to cover taxes) .
• Executives must hold between 2x and 4x base salary; the CEO’s guideline was 4x base salary ($3,502,000 for FY2025); the Company stated all directors and officers subject to guidelines were in compliance as of April 8, 2025 (share units include vested/unvested RSUs; options excluded) .
• Hedging, derivatives on Company stock, and pledging of Company securities are prohibited under the Insider Trading Policy (reduces hedging/pledging red flags) .

Employment Terms

Additional governance/compensation program features:

• Double-trigger change-of-control: severance only upon both CoC and qualifying termination (policy-level disclosure) .
• Compensation recoupment policy applies to cash incentive and performance-based equity awards upon earnings restatement .
• No tax gross-ups; no repricing of underwater options/RSUs; three-year vesting horizon typical for LTI .

Board Governance

Committee roles (as of the 2025 proxy; memberships may update with Executive Chairman appointment):

• Independence: The Board determined Bickley was independent as of April 8, 2025; NASDAQ standards described in the proxy state that an executive officer is not independent, implying that Executive Chairman/interim CEO status would impair independence while serving in that capacity .
• Leadership structure: A new Strategy and Transformation Committee was established and is co-led by Bickley and Director Andrew Meslow; Meslow also assumed the role of Lead Independent Director, providing independent leadership alongside Bickley’s Executive Chairman role .

Director Compensation

• Standard non-employee director package: annual cash retainer of $49,500, committee retainers, and annual equity grant valued at $85,000 (Bickley’s first annual equity grant did not occur until early FY2026 given his late-2024 appointment) .

Performance & Track Record

• Brand-building/execution: Bickley brings a track record of building and revitalizing brands and developing omni-channel businesses from Tapestry/Coach, with documented international growth achievements .
• Turnaround credentials: Interim CEO role at The Body Shop included helping complete a successful sale, aligning with Vera Bradley’s transformation priorities .
• Company performance context: FY2025 operating loss and below-threshold revenue metrics led to minimal/zero incentive payouts for NEOs, underscoring the pay-for-performance regime amidst an ongoing transformation .

Compensation Committee Analysis

• Composition: Talent & Compensation Committee members as of Feb 1, 2025 were Carrie M. Tharp, Ian Bickley, Kristina Cashman, and Frances P. Philip; none have served as Company employees/officers or engaged in related-party transactions .
• Consultants: Committee has utilized Pearl Meyer and Equilar for benchmarking, design, and peer group review .
• Shareholder support: Say-on-pay in 2024 received approximately 98% support; the program was materially maintained for FY2025 .

Equity Ownership & Alignment (Additional Detail)

• Ownership guidelines define “share units” to include beneficial holdings and RSUs (vested and unvested); performance awards included at achieved/estimated performance levels when applicable; options excluded .
• Section 16 filings: Bickley’s Form 3 was filed on February 21, 2025 following his November 2024 appointment; the Company disclosed overall compliance with Section 16 filing requirements aside from noted 10% owners’ timing .

Investment Implications

• Alignment and retention: Bickley’s transitional compensation skews to fixed monthly pay plus time-based RSUs, signaling retention/stability during the CEO transition rather than explicit performance-tied pay; this reduces near-term incentive volatility but may modestly increase periodic selling pressure upon vesting for tax-liquidity needs (though the Insider Trading Policy restricts hedging/pledging) .
• Governance balance: His dual role as Executive Chairman/interim CEO concentrates decision authority; the establishment of a Strategy and Transformation Committee and appointment of Meslow as Lead Independent Director mitigate independence concerns during the transition under the NASDAQ framework described in the proxy .
• Pay-for-performance regime: Company-level metrics (revenue and operating income for STI; EPS for PSUs) did not meet thresholds in FY2025, highlighting disciplined payouts and potential upside if transformation improves fundamentals; watch for new CEO incentives and any revisions to performance metrics or targets .
• Monitoring signals: Track any subsequent Form 4s tied to the $600,000 RSU grant and committee role updates post-transition; observe Board refresh dynamics and strategy acceleration initiatives led by Bickley/Meslow, which may precede restructuring or portfolio actions .