Vera Bradley (NASDAQ: VRA) increases Executive Chairman pay and stock awards

Rhea-AI Filing Summary

Vera Bradley, Inc. increased compensation for Executive Chairman Ian Bickley. His pay rises to $60,000 per month starting with the month of December.

The board also approved a one-time $30,000 cash bonus and a restricted stock unit grant valued at $900,000. These RSUs vest in equal annual installments over three years, beginning on the first anniversary of the grant date, as long as he remains a member of the board of directors.

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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): December 10, 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

The information in Items 5.02 and 9.01 of this Form 8-K is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

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

On December 10, 2025, the Board of Directors of Vera Bradley, Inc. (the “Company”) approved an increase in the compensation of Ian Bickley, the Company’s Executive Chairman, to $60,000 per month, beginning with the month of December.  The Board of Directors also approved a one-time bonus of $30,000 for Mr. Bickley, plus a one-time restricted stock unit grant under the Company’s existing equity plan valued at $900,000 on the grant date thereof that vests ratably over 3 years, beginning on the first anniversary of the grant date, so long as Mr. Bickley remains a member of the Board of Directors.   

9.01 Financial Statements and Exhibits

(d) Exhibits

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: December 12, 2025

/s/ Mark C. Dely

Mark C. Dely Chief Administrative Officer

FAQ

What executive compensation changes did Vera Bradley (VRA) approve for Ian Bickley?

Vera Bradley’s board increased Executive Chairman Ian Bickley’s compensation to $60,000 per month, approved a one-time $30,000 bonus, and granted $900,000 in restricted stock units.

How much is Ian Bickley’s new monthly compensation at Vera Bradley (VRA)?

Ian Bickley’s new compensation as Executive Chairman is $60,000 per month, effective beginning with the month of December.

What bonus did Vera Bradley (VRA) grant to Executive Chairman Ian Bickley?

The board approved a one-time $30,000 cash bonus for Executive Chairman Ian Bickley.

What are the key terms of Ian Bickley’s restricted stock unit grant from Vera Bradley (VRA)?

Ian Bickley received a one-time restricted stock unit grant valued at $900,000 on the grant date, vesting ratably over 3 years, starting on the first anniversary of the grant date.

Does Ian Bickley need to remain on the Vera Bradley (VRA) board for his RSUs to vest?

Yes. The RSU grant vests over three years only so long as Ian Bickley remains a member of the board of directors.