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Vera Bradley (NASDAQ: VRA) details new severance protections for top executives

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Vera Bradley, Inc. entered into Executive Severance Plan Agreements on July 24, 2026 with Chief Operating and Financial Officer Martin Layding and Chief Brand Officer Melinda Paraie.

For a termination by the company without Cause or by the executive for Good Reason, each would be entitled to a lump-sum payment equal to twelve (12) months of then-current base salary, any earned but unpaid annual bonus for the prior fiscal year, and, if termination occurs after the first fiscal quarter, a pro rata portion of the annual bonus for the year of termination. They would also receive payment of up to twelve (12) months of COBRA health insurance premiums if elected, immediate vesting of any unvested sign-on restricted stock units, and pro-rated vesting of other unvested restricted stock units granted on or before January 31, 2028, subject to applicable performance vesting targets.

If such a termination occurs within six (6) months prior to or 24 months after a Change in Control, each executive would receive an additional amount equal to six (6) months of base salary. Receipt of benefits is conditioned on compliance with non-competition, non-solicitation, confidentiality, and non-disparagement covenants. The company will reimburse up to $5,000 of Mr. Layding’s legal fees related to his agreement.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Base salary severance twelve (12) months of base salary Lump-sum severance for qualifying terminations of each executive
COBRA premium support up to twelve (12) months Health care insurance premiums paid if COBRA is elected after qualifying termination
Change in Control enhancement six (6) months of base salary Additional severance if termination occurs within the Change in Control protection period
Change in Control window six (6) months prior to or 24 months after Timeframe around a Change in Control that triggers enhanced severance benefits
Equity grant cutoff date January 31, 2028 Latest grant date for RSUs eligible for pro-rated vesting on qualifying termination
Legal fee reimbursement $5,000 Maximum legal fees reimbursable to Martin Layding for reviewing his agreement
Change in Control regulatory
"within a period of six months prior to or 24 months after the Company undergoes a Change in Control"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
Good Reason regulatory
"terminated by the Company without Cause or by the executive for Good Reason"
COBRA financial
"payment of up to twelve (12) months of health care insurance premiums under COBRA"
COBRA is a U.S. federal law that lets employees and their dependents temporarily keep employer-sponsored health insurance after job loss, reduction in hours, or other qualifying events by paying the premiums themselves. Investors should care because offering COBRA can affect a company’s cash flow, administrative costs and legal disclosures when workforce changes occur—similar to a former club member paying to keep their membership active after leaving the club.
restricted stock units financial
"Pro-rated vesting of all other unvested restricted stock units granted to the executive"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
non-solicitation regulatory
"including obligations of non-competition, non-solicitation of clients, employees and vendors"
A non-solicitation clause is a contractual promise that one party will not actively try to lure away another party’s employees, customers, or suppliers. For investors, it signals protection of a company’s workforce and client base after a deal or partnership—reducing the risk that key staff or revenue sources will be poached and therefore helping preserve the business’s value, predictability, and post-transaction earnings. Think of it as an agreement not to knock on a neighbor’s door to take their business or team.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What executive severance agreements did Vera Bradley (VRA) approve on July 24, 2026?
Vera Bradley approved Executive Severance Plan Agreements for Martin Layding, Chief Operating and Financial Officer, and Melinda Paraie, Chief Brand Officer, outlining cash severance, bonus treatment, health benefits, and equity vesting terms upon certain employment terminations, including in connection with a Change in Control.

How much severance pay could VRA executives receive under the new agreements?
Upon qualifying termination, each executive would receive a lump sum equal to twelve (12) months of then-current base salary. If the termination occurs within six (6) months before or 24 months after a Change in Control, they would also receive an additional six (6) months of base salary.

How are bonuses treated in Vera Bradley (VRA)'s executive severance plans?
Each executive would receive any earned but unpaid annual bonus from the prior fiscal year. If termination occurs after the first fiscal quarter, they are also entitled to a pro rata portion of their annual bonus, if any, for the year of termination.

How do Vera Bradley (VRA) severance agreements handle health insurance coverage?
If an executive elects COBRA, Vera Bradley will pay up to twelve (12) months of health care insurance premiums. This COBRA premium support continues until the earlier of the end of that 12‑month period or the executive becoming eligible for coverage from a new employer.

What equity award vesting is provided under Vera Bradley (VRA)'s executive severance plans?
Qualifying terminations trigger immediate vesting of any unvested sign-on restricted stock units. Other unvested restricted stock units granted on or before January 31, 2028 would vest on a pro-rated basis, subject to achievement of applicable performance vesting targets.

What conditions must be met to trigger severance under Vera Bradley (VRA)'s executive plans?
Severance applies if employment is terminated by the company without Cause or by the executive for Good Reason. Enhanced benefits apply when such terminations occur within six (6) months before or 24 months after a Change in Control, subject to compliance with restrictive covenants.
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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): July 24, 2026
___________________________ 
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 ClassTrading Symbol(s)Name of each exchange on which registered
Common Stock, without par valueVRANASDAQ 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.

(e) Compensatory Arrangements of Certain Officers.

On July 24, 2026, Vera Bradley, Inc. (the “Company”) entered into Executive Severance Plan Agreements with each of Martin Layding, the Company’s Chief Operating and Financial Officer, and Melinda Paraie, the Company’s Chief Brand Officer. These agreements provide for benefits to the executives in the event either of their employment were to be terminated under certain circumstances.

If the employment of Mr. Layding or Ms. Paraie were to be terminated by the Company without Cause or by the executive for Good Reason (each as defined in the applicable agreement), then the terminated executive would be entitled to receive the following severance benefits from the Company:

i.A lump sum payment equal to twelve (12) months of the executive’s then-current base salary;
ii.Any unpaid annual bonus that had been earned in the fiscal year prior to the employment termination;
iii.If after the first fiscal quarter of the applicable fiscal year, a pro rata portion of the executive’s annual bonus, if any, for the year of termination;
iv.Payment of up to twelve (12) months of health care insurance premiums under COBRA if the executive elects such coverage, until the executive becomes eligible for coverage from his/her new employer;
v.Immediate vesting of any unvested portion of the sign-on restricted stock unit grant the executive received following commencement of his/her employment; and
vi.Pro-rated vesting of all other unvested restricted stock units granted to the executive on or before January 31, 2028, subject to the Company’s achievement of applicable vesting targets required under grants that are performance-based.

In the event the employment terminations described above take place with a period of six months prior to or 24 months after the Company undergoes a Change in Control (as defined in the applicable agreement), the executive would also receive an additional amount equal to six (6) months of his/her then-current base salary.

The receipt of the benefits described above is subject to the executive complying with certain restrictive covenants, including obligations of non-competition, non-solicitation of clients, employees and vendors, non-disclosure of confidential information, and non-disparagement of the Company, each as described in the applicable agreement.

The Company will reimburse Mr. Layding for up to $5,000 of legal fees he incurred in connection with the review and negotiation of his Executive Severance Plan Agreement.


Item 9.01 Financial Statements and Exhibits
(d) Exhibits
10.1
Executive Severance Plan Agreement, dated as of July 24, 2026, between the Company and Martin Layding
10.2
Executive Severance Plan Agreement, dated as of July 24, 2026, between the Company and Melinda Paraie
104Cover 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: July 24, 2026
/s/ Daniel Ross
Daniel Ross
General Counsel

 




Source: View Original Filing on SEC EDGAR

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