[8-K] Vera Bradley, Inc. Reports Material Event

Rhea-AI Filing Summary

Vera Bradley, Inc. appointed Melinda Paraie as Chief Brand Officer, effective November 1, 2025. Paraie previously served as CEO of Cath Kidston, where she led a digital transformation and oversaw the brand’s sale, and spent over a decade at Tapestry (Coach) as Senior VP of North American Merchandising, contributing to a $1B+ sales increase outside North America. She also held senior roles at John Hardy and advised brands including The Body Shop, Adolfo Dominguez, and Vera Bradley.

Her compensation includes a $475,000 annual base salary and eligibility for the short‑term incentive plan at 65% of base salary. She will participate in the long‑term incentive plan, with a Fiscal 2027 Long‑Term Incentive Grant valued at $500,000. Upon employment, she will also receive an additional LTI grant valued at $525,000 and a cash payment of $150,000.

Insights

Corporate Governance Analyst

Vera Bradley appoints a Chief Brand Officer with defined pay package; impact hinges on execution, not structure.

Vera Bradley, Inc. appointed Melinda Paraie as Chief Brand Officer effective November 1, 2025. The role signals emphasis on brand leadership. Compensation includes annual base pay of $475,000, eligibility for a short-term incentive at 65% of base, participation in the long-term incentive plan, a Fiscal Year 2027 LTI grant valued at $500,000, an additional LTI grant of $525,000, and a $150,000 cash payment at commencement.

The filing outlines prior senior roles at Cath Kidston, Tapestry (Coach), and other brands, establishing relevant experience. The pay mix blends salary, annual bonus opportunity, and equity-based long-term incentives, which typically align compensation with multi-year outcomes. The one-time LTI and cash awards create a defined near-term cost and retention mechanism.

This is an organizational and compensation event, not a financial results update. What matters next is how leadership initiatives translate into operating metrics. Items to watch include any brand strategy disclosures in upcoming communications, and the timing and structure of the FY 2027 LTI grant. The attached press release (Exhibit 99.1) may provide additional context dated October 29, 2025.

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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): October 29, 2025

___________________________ 

VERA BRADLEY, INC.

(Exact name of registrant as specified in its charter)

___________________________

 

Indiana

001-34918

27-2935063

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

12420 Stonebridge Road, Roanoke, Indiana						46783
(Address of Principal Executive Offices)						(Zip Code)

(877) 708-8372

(Registrant’s telephone number, including area code)

None

(Former name, former address and former fiscal year, if changed since last report)

___________________________

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 (see General Instruction A.2. below):

☐			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))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, without par value			VRA			NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c) Appointment of Certain Officers.

On October 29, 2025, Vera Bradley, Inc. (the “Company”) announced that Melinda Paraie will join the Company as Chief Brand Officer effective November 1, 2025. Ms. Paraie brings an extensive set of relevant experience and skills to Vera Bradley. Ms. Paraie served as CEO of Cath Kidston, leading the brand through digital transformation, navigating the challenges of COVID-19, and overseeing its eventual sale. Prior to that, she spent over ten years at Tapestry, Inc. (formerly Coach, Inc.), most recently as Senior VP of North American Merchandising. She played a key role in Coach’s global expansion, contributing to a $1B+ increase in sales outside North America. Ms. Paraie has also served as Chief Merchandising Officer for John Hardy and as a strategic advisor to brands including The Body Shop, Adolfo Dominguez, and Vera Bradley.

In connection with her appointment, Ms. Paraie’s annual base salary will be $475,000, plus she is eligible to participate in the Company’s short-term incentive plan at a rate of 65% of annual base salary. Ms. Paraie will also participate in the Company’s long-term incentive plan. For Fiscal Year 2027 she will receive a Long-Term Incentive Grant valued at $500,000. In addition, Ms. Paraie will receive an additional LTI grant valued at $525,000 and a cash payment of $150,000 upon her employment with the Company.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1						Press Release dated October 29, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 thereunto duly authorized.

Vera Bradley, Inc.

(Registrant)

Date: October 29, 2025

/s/ Mark C. Dely

Mark C. Dely Chief Administrative Officer

FAQ

What did VRA announce in this 8-K?

Vera Bradley appointed Melinda Paraie as Chief Brand Officer, effective November 1, 2025.

What is Melinda Paraie’s base salary at VRA?

Her annual base salary is $475,000.

What is the bonus opportunity for VRA’s new Chief Brand Officer?

She is eligible for the short‑term incentive plan at 65% of base salary.

What long-term incentives will VRA grant to the new CBO?

A Fiscal 2027 LTI grant valued at $500,000 and an additional LTI grant valued at $525,000 upon employment.

Is there any cash sign-on for VRA’s new Chief Brand Officer?

Yes. She will receive a $150,000 cash payment upon employment.

What prior experience does Melinda Paraie bring to VRA (VRA)?

She was CEO of Cath Kidston and a senior leader at Tapestry (Coach), with roles at John Hardy and advisory work for global brands.