{"url_path":"/sec/le/8-k/2026-06-30/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 ****Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-30","source_url":"https://www.sec.gov/Archives/edgar/data/799288/0001104659-26-079340-index.html","accession_number":"0001104659-26-079340","cik":"0000799288","ticker":"LE","issuer_name":"LANDS' END, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/799288/0001104659-26-079340-index.html","primary_entity_key":"0000799288","primary_entity_name":"LANDS' END, INC."},"word_count":1311,"has_tables":true,"body_markdown":"**Item 5.02.****Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.**\n\n \n\nOn June 30, 2026, Lands’ End, Inc. (the “Company”)\nannounced that the Board of Directors (the “Board”) of the Company appointed Charlie Cole as Chief Executive Officer of the\nCompany and as a member of the Board, effective as of July 13, 2026. Andrew McLean will cease to serve as Chief Executive Officer of the\nCompany and will resign as a member of the Board, effective as of July 13, 2026.\n\n \n\nCharlie Cole is a consumer brand executive with more than two decades\nof leadership experience spanning digital commerce, technology, artificial intelligence and omnichannel retail. Most recently, he served\nas Interim Chief Digital Officer of Thuma from February 2026 until June 2026. Previously, he was President of XGen AI, an AI-powered commerce\nsoftware company acquired by Zoovu in 2026, from February 2025 to February 2026. He also served as Chief Executive Officer of Tribute\nTechnology from March 2023 to November 2024, Chief Executive Officer of FTD from March 2020 to January 2023, Chief Digital Officer of\nTUMI from January 2016 to March 2020, and Global Chief eCommerce Officer of Samsonite from January 2017 to March 2020. Mr. Cole was not\nselected as the Company’s Chief Executive Officer pursuant to any arrangement or understanding between him and any other person.\nMr. Cole does not have any family relationship with any director or executive officer of the Company, or person nominated or chosen by\nthe Company to become a director or executive officer, and he has no direct or indirect material interest in any transaction required\nto be disclosed pursuant to Item 404(a) of Regulation S-K.\n\n \n\nIn connection with these transition matters, the Company has entered\ninto an employment letter agreement (the “Employment Letter”) and an executive severance agreement (the “Severance Agreement”)\nwith Mr. Cole, and a separation agreement (the “Separation Agreement”) with Mr. McLean, in each case, dated as of June 29,\n2026. The material terms of these agreements are described below.\n\n \n\n*Employment Letter with Mr. Cole*\n\n \n\nThe Employment Letter provides Mr. Cole with an annual base salary\nequal to $1,100,000 and an annual target bonus opportunity under the Company’s annual incentive plan equal to125% of his annual\nbase salary. Mr. Cole will be granted a cash signing bonus of $550,000, which is subject to repayment by Mr. Cole if he resigns from employment\nother than for good reason or if the Company terminates his employment for cause before January 31, 2027, an inducement sign-on grant\nof restricted stock units with a grant date value equal to $1,250,000 and an inducement sign-on grant of options to purchase shares of\nCompany common stock with a grant date value equal to $1,250,000. The sign-on equity awards will vest in tranches of 25%, 25%, and 50%,\non the first, second and third anniversaries, respectively, of Mr. Cole’s start date, subject to his continued employment; provided\nthat on his earlier termination by the Company without cause, his resignation with good reason, his death or disability, any portion of\nthe sign-on grants that would have become vested within the 12 months following the date of separation from service will become immediately\nvested. Beginning in fiscal year 2027, Mr. Cole will have an annual target long-term incentive award opportunity no less than $3,025,000.\nThrough January 13, 2027, Mr. Cole will be provided with temporary corporate housing in the Madison, Wisconsin area and reimbursement\nof airfare between Wisconsin and his residence in Seattle, Washington.\n\n \n\nThe foregoing description of the Employment Letter does not purport\nto be complete and is qualified in its entirety by the full text of the Employment Letter, a copy of which will be filed with the Company’s\nQuarterly Report on Form 10-Q for the quarterly period ending July 31, 2026.\n\n \n\n2\n\n \n\n \n\n*Severance Agreement with Mr. Cole*\n\n \n\nThe Severance Agreement provides that, subject to Mr. Cole’s\nexecution without revocation of a release of claims against the Company and its affiliates, if Mr. Cole’s employment is terminated\nby the Company without cause or by Mr. Cole for good reason, he will be entitled to: (a) if such termination occurs during the last six\nmonths of the applicable fiscal year, a pro-rata bonus for that fiscal year, based on actual performance; (b) an amount equal to two times\nthe sum of his base salary plus average prior two years’ annual bonus, paid in installments over 24 months (two and a half times\nthe sum of his base salary plus the greater of average prior two years’ annual bonus and target annual bonus, paid in installments\nover 30 months, if a qualifying termination occurs in contemplation of, or within two years after, a change in control of the Company);\n(c) continued health insurance coverage for up to the same period of time as severance is paid; and (d) 12 months of outplacement services.\nThe Severance Agreement also provides that Mr. Cole will be subject to (x) a non-competition covenant during his employment and for\n12 months (24 months upon a termination without cause or resignation with good reason) thereafter; provided that, if Mr. Cole’s\nnon-competition covenant remains in effect for 24 months, Mr. Cole may elect to compete following the 12 month anniversary of his termination\ndate if he waives his right to the balance of any cash severance payments and repays a proportionate value of any sign-on equity awards\nthat vested in connection with his termination; (y) an employee non-solicitation covenant during his employment and for 18 months thereafter;\nand (z) non-disparagement and confidentiality covenants during his employment and for 24 months thereafter. The Severance Agreement also\nprovides for indemnification of Mr. Cole under certain circumstances. Mr. Cole is not entitled to any “golden parachute” excise\ntax gross-up payments under any plan or agreement with the Company.\n\n \n\nThe foregoing description of the Severance Agreement does not purport\nto be complete and is qualified in its entirety by the full text of the Severance Agreement, a copy of which will be filed with the Company’s\nQuarterly Report on Form 10-Q for the quarterly period ending July 31, 2026.\n\n \n\n*Separation Agreement with Mr. McLean*\n\n \n\nUnder the terms of the Separation Agreement, Mr. McLean will remain\nan employee of the Company in a non-officer capacity through September 11, 2026 (or such earlier date as is determined by the Company).\nUpon Mr. McLean’s termination of employment, subject to his execution without revocation of a release of claims against the Company\nand its affiliates, he will be eligible to receive the severance payments and benefits applicable upon a termination without “cause”\nunder his executive severance agreement, dated September 6, 2022, including (a) a pro rata annual bonus payment for his period of employment\nduring the 2026 fiscal year, based on actual performance, (b) an amount in cash equal to two times the sum of annual base salary and average\nprior two years’ annual bonus, paid in installments over 24 months; (c) continued health insurance coverage for up to 24 months;\nand (d) outplacement services for up to 12 months. In addition, Mr. McLean will be eligible for accelerated vesting of 25% of the restricted\nstock units granted on April 4, 2025, and accelerated vesting of his unvested performance-vesting cash award granted on March 13, 2026.\n\n \n\nThe foregoing description of the Separation Agreement does not purport\nto be complete and is qualified in its entirety by the full text of the Separation Agreement, a copy of which will be filed with the Company’s\nQuarterly Report on Form 10-Q for the quarterly period ending July 31, 2026.\n\n \n\n3\n\n \n\n \n\n**SIGNATURES**\n\n \n\nPursuant to the requirements of the Securities\nExchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.\n\n \n\n \nLANDS’ END, INC.\n\n \n \n\n \n \n \n\nDate:June 30, 2026\nBy:\n/s/ Bernard McCracken\n\n \nName:\nBernard McCracken\n\n \nTitle:\nChief Financial Officer and Treasurer\n\n \n\n4"}