<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
[X] Definitive Proxy Statement Rule 14a-6(e)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
North Face, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
<PAGE>
THE NORTH FACE, INC.
November 23, 1999
To the valued Stockholders of The North Face, Inc.:
We invite you to attend the Annual Meeting of Stockholders of The North
Face, Inc. to be held on Wednesday, December 15, 1999, at 10:00 a.m. at our
offices located at 2013 Farallon Drive, San Leandro, California 94577.
The following Notice of Annual Meeting of Stockholders and Proxy Statement
describe the proposals to be voted upon by the stockholders at the meeting and
information relevant thereto. Each of these items will be discussed at the
Annual Meeting with adequate time allotted for stockholder questions.
You must be listed as a stockholder of record with our transfer agent,
American Stock Transfer & Trust Company, in order to attend the Annual Meeting,
or you must bring with you to the Annual Meeting a copy of your brokerage or
other account statement showing that you were a stockholder on November 12,
1999. Registration for those attending the Annual Meeting in person will begin
at 9:30 a.m.
We highly value your decision to be a stockholder of The North Face, Inc.
Your presence at the meeting and vote are extremely important. Please complete,
sign and return the enclosed proxy promptly to assure that you are represented
at the meeting, whether or not you plan to attend in person.
Sincerely,
/s/ Robert P. Bunje
Robert P. Bunje
Chairman
<PAGE>
---------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 15, 1999
---------------------
To the Stockholders of the North Face, Inc.:
The Annual Meeting of Stockholders of The North Face, Inc., a Delaware
corporation (the "Company"), will be held on Wednesday, December 15, 1999, at
10:00 a.m. (local time) at the Company's principal executive offices located at
2013 Farallon Drive, San Leandro, California, 94577 for the following purposes:
1. To elect two (2) Class III directors of the Company, each to hold office
for a three year term.
2. To ratify the selection of Deloitte & Touche LLP as independent auditors
of the Company for the year ending December 31, 1999.
3. To transact such other business as may properly come before the meeting
or any adjournment.
Only stockholders of record at the close of business on November 12, 1999,
are entitled to notice of and to vote at the Annual Meeting.
Please complete, sign and return the enclosed proxy promptly in the envelope
provided, even if you plan to attend the meeting, to assure that your shares
are represented. If you were a record holder of stock on November 12, 1999, you
may attend the meeting and vote in person whether or not you have previously
returned your proxy.
By Order of the Board of Directors
/s/ Geoffrey D. Lurie
Geoffrey D. Lurie
Chief Executive Officer
San Leandro, California
November 23, 1999
<PAGE>
THE NORTH FACE, INC.
PROXY STATEMENT
INFORMATION CONCERNING SOLICITATION AND VOTING
General
The Board of Directors of The North Face, Inc. (the "Company") is soliciting
the enclosed proxy for the Annual Meeting of Stockholders to be held on
Wednesday, December 15, 1999, at 10:00 a.m. (local time) or at any postponement
or continuation of the meeting (the "Annual Meeting"), for the purposes set
forth in these proxy materials. The Annual Meeting will be held at the
Company's offices located at 2013 Farallon Drive, San Leandro, California
94577. The Company is first mailing this Proxy Statement and Proxy to the
stockholders on or about November 23, 1999.
The Company will pay the expenses of soliciting the proxies for the Annual
Meeting, including preparation and mailing of this Proxy Statement, the Proxy
and any additional information furnished to stockholders (sometimes referred to
herein as the "Proxy Materials"). The Company will furnish copies of these
Proxy Materials to brokers and others known to the Company to hold stock of
record for the beneficial owners, so that these brokers and other holders may
forward the Proxy Materials to the beneficial owners. The Company may reimburse
those record holders for their costs of forwarding the Proxy Materials. The
Company's directors, officers or other regular employees may also solicit
proxies by telephone, fax or in person. The Company will not pay any additional
compensation to directors, officers or other regular employees for their
assistance in soliciting proxies.
Record Date and Quorum
Only stockholders of record at the close of business on November 12, 1999
(the "Record Date"), are entitled to notice of the Annual Meeting and to vote
shares of the Company's Common Stock on said date at the Annual Meeting. Each
share of Common Stock outstanding on said date entitles the requisite
stockholder to one vote per proposal at the Annual Meeting. On the Record Date,
there were approximately 171 stockholders of record and a total of 12,740,920
shares of the Company's Common Stock outstanding. The Company's Common Stock is
the only class of voting stock currently outstanding.
It is necessary to establish a quorum of the outstanding shares of the
Company's Common Stock prior to the start of the Annual Meeting. According to
the Company's Restated Certificate of Incorporation, a quorum is present if not
less than one third of the shares of Common Stock outstanding on the Record
Date are present at the Annual Meeting in person or by proxy. Affirmative and
negative votes, abstentions and broker non-votes will be considered as present
for purposes of determining a quorum and will be separately counted.
Voting of Shares
Votes by proxy or in person at the Annual Meeting will be tabulated by the
inspector of election who will be appointed to such position by the Board of
Directors of the Company for purposes of the Annual Meeting. Each proxy card
will be voted in accordance with the instructions of the stockholder indicated
on the card, assuming the card is properly signed, returned to the Company and
not revoked. Unless contrary instructions are stated on the proxy card itself,
the number of votes represented by any given proxy card will be considered
votes "FOR" each of the three proposals presented for stockholder vote by the
Company's Board of Directors at the Annual Meeting. Similarly, the Company's
Board of Directors may also consider an unmarked proxy card an endorsement of
any other matter that may properly be voted on at the meeting, as recommended
by the Company's Board of Directors or in their discretion if no Board
recommendation is given.
With specific regard to Proposal One--Election of Directors, the two
director nominees receiving the greatest number of votes cast in the election
of directors will be elected. A properly executed proxy card which
<PAGE>
is marked "withheld" as to one or more director nominees will not be voted for
the nominees so marked. Each other proposal to be voted on at the meeting will
be approved if holders of a majority of the shares represented in person or by
proxy vote in favor of the matter. On matters for which abstentions may be
marked, abstentions will have the same effect as negative votes.
A broker non-vote occurs where a broker holding stock in "street name" for a
beneficial owner returns a proxy and votes on one or more (usually routine)
matters but refrains from voting on other matters. The Company does not intend
to consider broker non-votes in determining the number of votes cast on any
matter.
Revocation of Proxies
Any person giving a proxy may revoke it at any time before it is voted at
the Annual Meeting by filing with the Secretary of the Company at the Company's
principal executive offices a written notice of revocation or a duly executed
proxy bearing a later date. A proxy may also be revoked by attending the
meeting and voting in person. Attendance at the meeting will not, by itself,
revoke a proxy.
PROPOSAL ONE--ELECTION OF DIRECTORS
Six individuals currently serve on the Company's Board of Directors, which
is divided into three classes, serving staggered terms of office. At the Annual
Meeting, two Class III directors will be elected to serve three year terms. The
terms of office of the current Class III director expires at the Annual
Meeting.
The Board of Directors has nominated Geoffrey D. Lurie and Michael Solomon
to serve as Class III directors of the Company.
Following the Annual Meeting, the Board of Directors will consist of two
Class I directors whose terms expire at the annual meeting in 2000, two Class
II directors whose terms expire at the annual meeting in 2001, and two Class
III directors whose terms expires at the annual meeting in 1999. All directors
hold office until their successors have been elected and qualified, or until
their earlier death, resignation or removal from office. The Company's Amended
and Restated Certificate of Incorporation provides that each class of directors
elected at an annual stockholders meeting will be elected to serve a three year
term.
Each person named below as a nominee for election has consented to serve if
elected. If any nominee unexpectedly becomes unavailable to serve, the proxy
holders will vote their proxies for a substitute nominee designated by the
Board of Directors.
Nominees for Election as Class III Directors--Terms Will Expire at the 2002
Annual Meeting
GEOFFREY D. LURIE
Mr. Lurie, 53, has served as Chief Executive Officer of the Company since
November 1999. From March 1996 to October 1999, Mr. Lurie was a principal
partner at GDL Management Services, a division of Mahoney Cohen & Company, a
turnaround and restructuring firm he founded in 1985. Prior to that, Mr. Lurie
was a partner at Touche Ross & Co., the predecessor company to Deloitte &
Touche LLP. Mr. Lurie received a CTA degree from the University of South
Africa.
MICHAEL SOLOMON
Mr. Solomon, 61, has served as a director of the Company since August 1998.
Since April 1994, Mr. Solomon has been Chairman and President of Solomon
Broadcasting International. Prior to that, he served as President of Warner
Bros. International Television. Mr. Solomon received an honorary Doctor of Law
degree from Emerson College and attended New York University's Stern School of
Business.
2
<PAGE>
Class I Directors Continuing in Office--Terms Expire at the 2000 Annual Meeting
ROBERT P. BUNJE Director since May 1997
Mr. Bunje, 55, has served as the Company's Chairman of the Board since
September 1999. Mr. Bunje has been the President of Bunje Pacific Consulting
Corporation since April 1994. From 1977 to March 1994, he was a partner at
Deloitte & Touche LLP and its predecessor Touche Ross & Co., and served as
Managing Director of International Merger and Acquisition Services from 1984 to
1994. In his capacity as partner at Deloitte & Touche, Mr. Bunje assisted
clients in the evaluation, structuring and negotiation of international
mergers, acquisitions and reorganizations. In addition, Mr. Bunje continues to
assist a number of organizations in strategic and financial planning. Mr.
Bunje's clients have included Nippon Electric Glass Co. Ltd., Sumitomo Bank
Ltd., Techneglas, Inc., The Kimpton Hotel & Restaurant Group, Inc. and The Gap
Stores, Inc. Mr. Bunje also serves as a director and chairman of the
compensation committee of Techneglas and is a member and former chairman of the
Board of Regents of Santa Clara University. Mr. Bunje received a B.S. in
Commerce from Santa Clara University.
MICHAEL DOYLE Director since September 1996
Mr. Doyle, 56, is Chairman of the Board of The Soft Bicycle Company and has
been the President of Michael Doyle and Associates since September 1987. He has
been an advisor to boards of directors and senior management in the areas of
strategic planning, visioning and organizational renewal and transformation.
Mr. Doyle's clients have included Arthur Andersen, Builders Square, DuPont,
General Electric, Hambrecht & Quist, Lucasfilm and Motorola. Mr. Doyle holds a
B.A. from the University of Cincinnati.
Class II Directors Continuing in Office--Terms Expire at the 2001 Annual
Meeting
KARL HEINZ SALZBURGER Director since November 1999
Mr. Salzburger, 42, was appointed President of the Company in November 1999.
From April 1997 to October 1999, Mr. Salzburger served as Chief Executive
Officer for the Company's European operations. From 1990 to 1997, Mr.
Salzburger served in varying capacities with Benetton Sports System, where he
supervised the European subsidiaries, which market and distribute Nordica,
Prince, Rollerblade, Asolo and Killer Loop. He also served as the General
Manager of Sales and Marketing for the Nordica Group with Benetton Sports
System. Mr. Salzburger holds a Bachelor of Commerce and Economics from the
University of Padua.
WILLIAM N. SIMON Director since June 1995
Mr. Simon, 52, has been Vice Chairman of the Company since May 1998. From
September 1999 to October 1999, he served as acting Chief Executive Officer of
the Company. From March 1997 to May 1998, he served as the Company's President,
Chief Executive Officer and as a Director. From December 1995 to March 1997,
Mr. Simon served as the Company's President and as a Director, and from January
1994 to December 1995, he served as the Company's Vice Chairman. Mr. Simon
holds a B.A. from the University of California at Berkeley.
Board Committees and Meetings
The Board of Directors held five meetings during its fiscal year ended
December 31, 1998. The Board established an Audit Committee and a Compensation
Committee in 1996. It has no nominating committee. The Audit Committee consists
of two nonemployee directors, Messrs. Bunje (Chairman) and Doyle, and met four
times during fiscal 1998. This committee approves the engagement of the
independent auditors; meets with the Company's independent auditors and
management to review and discuss the draft annual financial statements; reviews
the auditors' comments to management on internal accounting controls and other
matters which the auditors may include in their report to management; and
undertakes related functions.
The Compensation Committee consists of two nonemployee directors, Messrs.
Doyle (Chairman) and Bunje. This committee met once during fiscal 1998. This
committee makes recommendations to the Board of
3
<PAGE>
Directors concerning executive cash and noncash compensation and compensation
performance standards, makes awards under and otherwise administers the
Company's stock incentive plans to the extent not undertaken by the full Board
of Directors, and otherwise performs such other functions regarding
compensation as may be delegated by the Board of Directors.
No director attended, during the period he was a director, fewer than 75% of
the total number of meetings of the Board of Directors and meetings of the
committees of the Board of Directors on which he served.
Compensation of Directors
Each member of the Company's Board of Directors is reimbursed by the Company
for out-of-pocket expenses incurred in connection with attending Board
meetings. Except for the Chairman of the Board, who receives $10,000 per month
for his service, no member of the Company's Board of Directors currently
receives any additional cash compensation for such service.
The Company's 1996 Stock Option Plan for Non-Employee Directors (the
"Directors' Plan") was adopted by the Board of Directors and stockholders in
May 1996 and June 1996, respectively. A total of 100,000 shares of Common Stock
has been reserved for issuance under the Directors' Plan. The Directors' Plan
initially provided for the formula grant of nonqualified stock options to
purchase 25,000 shares to each non-employee director of the Company initially
elected to the Board after the effective date of the Directors' Plan. The
Directors' Plan provides that, in lieu of the formula grants, awards may be
made under the Directors' Plan on a discretionary basis to non-employee
directors of the Company. During 1998, options to purchase 450,000, 300,000,
90,000, 35,000, and 25,000 shares were granted to under the Directors' Plan to
Messrs. Fifield, Cason, Simon, Doyle and Solomon, respectively, at an exercise
price of $9.625 per share. Mr. Cason voluntarily terminated his options in
November 1999.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE IN FAVOR OF EACH
NOMINEE NAMED ABOVE.
PROPOSAL TWO--RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board of Directors has selected Deloitte & Touche LLP as the Company's
independent auditors for the year ending December 31, 1999 and has determined
that it is desirable to submit the selection of independent auditors for
ratification by the stockholders at the Annual Meeting. Stockholder
ratification of the selection of independent auditors is not required by the
Company's By-laws or otherwise. If the stockholders fail to ratify the
selection, the Audit Committee and the Board will reconsider the selection.
Even if the selection is ratified, the Board of Directors in its discretion may
direct the appointment of different independent auditors at any time.
Deloitte & Touche LLP has served as independent auditors to the Company and
its predecessor since 1993. Representatives of Deloitte & Touche LLP are
expected to be present at the Annual Meeting and will have an opportunity to
make a statement if they so desire and will be available to respond to
appropriate questions.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE IN FAVOR OF DELOITTE &
TOUCHE LLP AS INDEPENDENT AUDITORS FOR THE COMPANY'S FISCAL YEAR ENDING
DECEMBER 31, 1999.
4
<PAGE>
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table and footnotes set forth certain information regarding
the beneficial ownership of the Company's Common Stock as of the Record Date,
by (i) each director and nominee for director who owned shares as of that date,
(ii) each of the executive officers named in the Summary Compensation Table set
forth in this Proxy Statement, (iii) all executive officers and directors of
the Company as a group, and (iv) each person known by the Company to be the
beneficial owner of more than 5% of the outstanding shares of Common Stock:
<TABLE>
<CAPTION>
Name and Address of Beneficial Shares Beneficially
Owner(1)(2) Owned Percent of Total(3)
------------------------------ ------------------- ------------------
<S> <C> <C>
Lone Pine Capital LLC (4)(9).......... 1,552,261 12.2%
2 Greenwich Plaza, 2nd Floor
Greenwich, CT 06830
Cardinal Investment Company, Inc.
(7).................................. 1,195,600 9.4%
500 Crescent Court, Suite 250
Dallas, TX 75201
Lord Abbett & Co. (5)................. 1,442,737 11.3%
767 5th Ave
New York, NY 10153
TCW Group, Inc. (6)................... 763,200 6.0%
865 South Figueroa St.
Los Angeles, CA 90017
James Fifield (8)(10)................. 1,120,060 8.8%
William N. Simon (8).................. 232,706 1.8%
Michael F. Doyle (8).................. 49,667 *
Karl Heinz Salzburger (8)(11)......... 222,500 1.7%
Christopher F. Crawford (8)(13)....... 32,500 *
Robert P. Bunje (8)................... 52,667 *
Michael Solomon (8)................... 33,334 *
Geoff Lurie(8)(12).................... 150,000 1.1%
Todd Katz(8).......................... 35,637 *
Tucker Hacking(8)..................... 28,275 *
All directors and executive officers
as a group (10 persons).............. 1,957,346 15.4%
</TABLE>
- --------
* Less than 1%.
(1) Determined in accordance with Rule 13d-3 under the Securities Exchange Act
of 1934, as amended. Under this rule, a person is deemed to be the
beneficial owner of securities that can be acquired by such person within
60 days from the Record Date upon the exercise of options. Each beneficial
owner's percentage ownership is determined by assuming that all options
held by such person (but not those held by any other person) that are
exercisable within 60 days from that date have been exercised. Unless
otherwise noted, the Company believes that all persons named in the table
have sole voting and investment power with respect to all shares of Common
Stock beneficially owned by them.
(2) Unless otherwise indicated in these notes, the address of each of the
persons named above is in care of the Company at 2013 Farallon Drive, San
Leandro, California 94577.
(3) Applicable percentage ownership for each shareholder is based on
12,740,920 shares of Common Stock outstanding as of November 12, 1999,
together with applicable options for such shareholder that are exercisable
within 60 days of November 12, 1999.
(4) Based solely on information contained in a Schedule 13G filed February 12,
1999.
(5) Based solely on information contained in a Schedule 13G filed February 16,
1999.
(6) Based solely on information contained in a Schedule 13G filed February 12,
1999.
(7) Based solely on information contained in a Schedule 13D filed July 14,
1999.
5
<PAGE>
(8) Includes shares issuable upon exercise of options exercisable within 60
days of November 12, 1999. Beneficially owned shares by Messrs. Fifield,
Simon, Doyle, Salzburger, Crawford, Bunje, Solomon, Lurie, Katz and
Hacking include options of 400,000; 232,706; 11,667; 222,500; 32,500;
51,667; 8,334; 150,000; 35,637; and 28,075, respectively.
(9) The shares owned by Lone Pine Capital are derived from Form 13G as
follows:
<TABLE>
<S> <C>
Lone Spruce, LP................................... 22,806
Lone Balsam, LP................................... 55,591
Lone Sequoia, LP.................................. 48,464
Lone Pine Associates LLC.......................... 126,861
Lone Pine Capital LLC............................. 585,839
Stephen F. Mandel, Jr............................. 712,700
---------
Total............................................. 1,552,261
=========
</TABLE>
Lone Pine, the General Partner of Lone Spruce, Lone Sequoia and Lone
Balsam, has the power to direct the affairs of Lone Spruce, Lone Sequoia
and Lone Balsam, including decisions respecting the disposition of the
proceeds from the sale of shares. The 13G makes no mention as to the
relation of Lone Pine Associates, LLC.
(10) Based solely on a Schedule 13D/A filed November 5, 1999. Mr. Fifield
resigned as the Company's Chief Executive Officer and President effective
as of September 1, 1999. Mr. Fifield's shares include 10,000 shares
purchased under his spouse's name.
(11) Mr. Salzburger was appointed President of the Company in November 1999.
(12) Mr. Lurie was appointed Chief Executive Officer of the Company in November
1999.
(13) Mr. Crawford is no longer employed by the Company.
6
<PAGE>
EXECUTIVE OFFICER COMPENSATION
The following table sets forth information regarding the annual compensation
of the Company's Chief Executive Officer and the additional four most highly
compensated executive officers of the Company (collectively, the "Named
Executive Officers") for fiscal 1998:
Summary Compensation Table
<TABLE>
<CAPTION>
Long Term
Compensation
Awards
------------
Number of
Securities
Name and Principal Underlying All Other
Position Year Salary Bonus Options Compensation
------------------ ---- -------- -------- ------------ ------------
<S> <C> <C> <C> <C> <C>
James G. Fifield......... 1998 $305,769(5) $255,769(2) 400,000 $ 415(1)
President & CEO 1997 -- -- -- --
1996 -- -- -- --
William N. Simon......... 1998 190,385(6) 147,949(3) 40,000 864(1)
President & CEO 1997 370,800 95,760(3) 50,000 1,200(1)
1996 360,000 -- -- 1,200(1)
Karl Heinz Salzburger.... 1998 391,678 240,000(2) 30,000 2,206(10)
CEO of The North Face
(Europe) Ltd. 1997 138,716 43,312(7) -- 121,054(7)
1996 -- -- 80,000 --
Christopher F. Crawford.. 1998 205,153(13) 164,123(2) 70,000 15,639(9)
General Manager 1997 61,192 24,605(3) 30,000 222(1)
California Operations 1996 -- -- -- --
Todd Katz................ 1998 360,000 163,803(2) 57,450 88,706(11)
Vice President of Sales 1997 158,769 -- 37,000 253,833(1)(8)
Tucker Hacking........... 1998 195,878 62,960(2) 70,000 18,974(12)
Vice President Product
Acquisition 1997 150,000 45,000(3) 12,000 756(1)
1996 125,000 27,000(4) 5,500 700(1)
</TABLE>
- --------
(1) Represents life insurance premiums paid by the Company.
(2) Paid in 1999 for service in 1998.
(3) Paid in 1998 for service in 1997.
(4) Paid in 1997 for service in 1996.
(5) Mr. Fifield became an employee of the Company on May 18, 1998. Mr.
Fifield's salary was paid in 1998 for service from his date of hire to
December 31, 1998. Mr. Fifield has received $428,846 in salary and
$255,769 in bonus to date in 1999. Mr. Fifield resigned as the Company's
Chief Executive Officer and President effective as of September 1, 1999.
(6) Mr. Simon served as President and Chief Executive Officer until May 1998,
at which point Mr. Fifield became President and Chief Executive Officer.
Mr. Simon's salary was paid in 1998 for service from January 1998 through
May 1998. Mr. Simon has received $238,545 in salary in 1999.
(7) Mr. Salzburger's compensation includes director fees of $12,500 per month
(for a total of 9 months) for services rendered as a director of The North
Face (Europe) Ltd., usage of an automobile having an annual value of
approximately $8,710 and a hiring bonus of $43,312. Certain portions of
Mr. Salzburger's compensation are denominated in Italian Lira and are set
forth above in U.S. Dollars based upon year and exchange rates. Mr.
Salzburger was appointed President of the Company in November 1999.
Mr. Salzburger has received $358,333 in salary and $240,000 in bonus to
date in 1999.
7
<PAGE>
(8) Mr. Katz has received $141,539 in salary, $207,103 in bonus and $6,400 in
other compensation representing reimbursement for miscellaneous expenses
to date in 1999.
(9) Represents amounts paid for an auto allowance in 1998.
(10) In 1998, Mr. Crawford received $15,333 for relocation reimbursement and
$306 for life insurance premiums. Mr. Crawford received $199,039 in salary
and $164,123 in bonus in 1999.
(11) In 1998, Mr. Katz received $75,842 in relocation reimbursement, $12,000 in
auto allowance and $864 in life insurance premiums.
(12) Mr. Hacking received $18,656 in relocation reimbursement and $318 in life
insurance premiums. Mr. Hacking has received $246,860 in salary, $62,960
in bonus and $46,744 in other compensation representing reimbursement for
his children's educational expenses to date for fiscal 1999.
(13) Mr. Crawford is no longer employed by the Company.
Option Grants
The following table provides information with respect to the stock option
grants made to each Named Executive Officer during fiscal 1998:
Option Grants in Last Fiscal Year
<TABLE>
<CAPTION>
Individual Grants
-------------------------------------------- Potential Realizable Value
Number of % of Total of Assumed Annual Rates
Securities Options of Stock Price Appreciation
Underlying Granted to Exercise for Option Term (2)
Options Employees in Price Per Expiration ----------------------------
Name Granted Fiscal Year Share (1) Date 5% 10%
---- ---------- ------------ --------- ---------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
William N. Simon (3).... 40,000 1.6% $ 9.625 09/04/08 $ 212,261 $ 522,810
James G. Fifield (3).... 500,000 19.5% 21.313 05/18/08 5,875,229 14,470,970
400,000 15.6% 9.625 05/18/08 2,122,614 5,228,099
Karl Heinz Salzburger
(4).................... 30,000 1.2% 9.625 09/04/08 159,196 326,756
Todd Katz (4)........... 25,000 1.0% 9.625 09/04/08 132,663 392,107
32,450 1.3% 9.625 09/04/08 172,197 424,129
Christopher F. Crawford
(4).................... 45,000 1.8% 9.625 09/04/08 238,794 588,161
25,000 1.0% 9.625 09/04/08 132,663 326,756
Tucker Hacking (4)...... 25,000 1.0% 9.625 09/04/08 132,663 326,756
45,000 1.8% 9.625 09/04/08 238,794 588,161
</TABLE>
- --------
(1) All options that were granted will exercise prices equal to the fair market
value of the Common Stock on the date of the grant.
(2) The potential realizable value through the expiration date of the options
has been determined on the basis of the fair market value of the shares at
the time the options were granted, compounded annually over the term of the
option, net of the price. These values have been determined based upon
assumed rates of appreciation and are not intended to forecast the possible
future appreciation, if any, of the price or value of the Company's Stock.
(3) The options become exercisable on 5/19/08 unless certain targets are met as
determined by the Company's Board of Directors, in which case the options
vest as specified in the employment agreement dated as of 5/13/98. Options
for 500,000 shares of Common Stock were cancelled in September 1999.
(4) The options become exercisable on 9/04/08 unless certain financial targets
are met as determined by the Company's Board of Directors, in which case
the options vest one quarter each year, over four years beginning 1999.
Such targets were met with respect to 1998, and one quarter of such options
shall vest in September 1999 according to the terms of the option vesting
schedule.
8
<PAGE>
Option Exercises and Value
The following table summarizes the number of options exercised in 1998, the
number of securities underlying unexercised options and the value of such
options on an aggregated basis held by each Named Executive Officer at December
31, 1998:
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-end Option
Values
<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised In-
Options at Fiscal Year- the-Money Options at
Shares End Fiscal Year-End(1)
Acquired Value ------------------------- -------------------------
Name on Exercise Realized(2) Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ---------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
James G. Fifield........ -- -- -- 900,000 -- $1,350,000
William N. Simon........ 100,000 $2,440,247 222,706 40,000 $2,219,444 $ 135,000
Karl Heinz Salzburger... -- -- 40,000 70,000 $ 135,000 $ 236,250
Christopher F.
Crawford............... -- -- 7,500 92,500 $ 25,313 $ 312,188
Todd Katz............... 2,776 $ 77,034 10,637 86,587 $ 47,688 $ 304,019
Tucker Hacking.......... 21,038 $ 554,818 6,938 81,774 $ 75,619 $ 276,057
</TABLE>
- --------
(1) Based on the difference between the closing market price of the Common
Stock at December 31, 1998, which was $13.00, and the option exercise
price. The actual value of unexercised options fluctuates with the market
price of the Common Stock.
(2) Based on the difference between the fair market value of the Common Stock
at the date of exercise and the exercise price.
Employment and Other Agreements
Geoff Lurie, the Company's Chief Executive Officer, is a party to an
employment agreement with the Company which sets forth Mr. Lurie's compensation
arrangements, including salary, bonus, stock options and benefits. The
agreement provides that, in the event of Mr. Lurie's termination by the Company
without cause, Mr. Lurie shall generally be entitled to continued salary,
bonus, benefits and vesting on his stock options during the period of time from
the date of termination to (i) December 31, 2002 or (ii) the date eighteen
(18) months from termination, whichever is shorter.
Karl Heinz Salzburger, the Company's President, is a party to an employment
agreement, a director's agreement and an umbrella agreement with the Company
and certain of its subsidiaries. Such agreements set forth various operating
arrangements between the Company, its subsidiaries and Mr. Salzburger and set
forth Mr. Salzburger's compensation arrangements, including salary, bonus,
stock options and benefits. In addition, such agreements provide that in the
event of Mr. Salzburger's termination by the Company or its subsidiaries
without cause, Mr. Salzburger shall generally be entitled to continued salary,
bonus, benefits and vesting on his stock options during the period of time from
the date of termination to (i) December 31, 2002 or (ii) the date eighteen (18)
months from termination, whichever is shorter.
Pursuant to a separation agreement with the Company, Mr. Fifield resigned as
the Company's Chief Executive Officer and President, effective on September 1,
1999. Pursuant to his separation agreement, Mr. Fifield will receive a monthly
severance payment of $83,333, less applicable withholding, during the twelve
(12) month period following his termination. In addition, the Company
accelerated the vesting and exercisability of 400,000 shares subject to Mr.
Fifield's stock option with the Company upon his termination and such shares
remain exercisable until May 18, 2008. Mr. Fifield forfeited 500,000 unvested
shares subject to his stock option upon his termination of employment. Mr.
Fifield is also entitled to continued health benefits for himself and his
family through the date one (1) year from termination or the date upon which
Mr. Fifield and his family become covered under another employer's health
plans, whichever occurs first.
9
<PAGE>
Compensation Committee Interlocks and Insider Participation
The compensation committee of the Board of Directors currently consists of
Messrs. Doyle (Chairman), and Bunje. No member of the Compensation Committee or
executive officer of the Company has a relationship that would constitute an
interlocking relationship with executive officers or directors of another
entity.
The following report of the Compensation Committee and Performance Graph are
not considered filed with the Securities and Exchange Commission and are not
considered to be incorporated by reference into any filings with the Securities
and Exchange Commission, whether the filing is made before or after the date of
this Proxy Statement, and irrespective of any general language otherwise
incorporating filings by the Company.
Compensation Committee Report on Executive Compensation
The Compensation Committee (the "Committee") of the Company's Board of
Directors currently consists of Messrs. Doyle (Chairman), and Bunje, each of
whom is a non-employee director of the Company. The Committee was established
in early 1996, and its members made recommendations concerning executive
compensation matters to the Board of Directors during 1998.
General Policies
Executive compensation policies and decisions were conceived by the Board of
Directors prior to the Company's initial public offering in 1996. The policies
and decisions for 1998 were based primarily upon goals of attracting and
retaining executive officers who are motivated to contribute to the Company's
growth and business objectives, and offering competitive compensation to these
officers based upon their individual contributions and the overall performance
of the Company. Compensation is offered in the form of base salaries intended
to reflect competitive salaries at comparable companies, cash bonuses based
primarily on corporate performance, and stock options intended to align the
interests of executive officers and stockholders.
Base salaries for the executive officers reflect the historic salary
structure for the levels of executive responsibility at the Company and the
recommendations of the Committee members as to appropriate salary levels and
competitive factors, including salaries believed necessary to employ certain
executive officers who joined the Company during 1998.
Upon the recommendations of the Committee members, the Board of Directors
approved cash bonuses to all of the Company's officers for 1998 based primarily
upon the fact that the Company's 1998 earnings per share exceeded a target
recommended by the Committee members and adopted by the Board of Directors. The
Board of Directors also considered relative base salaries and each officer's
individual performance in determining specific cash bonuses for 1998.
All executive officers received grants of stock options in 1998. Individual
grants in 1998 were allocated by the Board of Directors under the Company's
1996 Stock Incentive Plan as recommended by the Committee members, based on (i)
goals of providing potential stock ownership in order to align the interests of
management and stockholders and to motivate officers to achieve earnings per
share and other goals set by the Company, (ii) individual and Company
performance prior to the dates of grant in the case of officers employed prior
to 1998, and (iii) overall cash compensation and potential stock ownership
believed to be needed in the case of officers first employed by the Company in
1998. The Company's 1998 Nonstatutory Stock Option Plan was adopted in May 1995
and amended in September 1998. A maximum of 1,700,000 shares have been reserved
for issuance pursuant to options granted under the Plan. Non Qualified Stock
Options granted under the 1998 Plan vest as determined by the Plan
Administrator. The term of the Plan is ten years and will expire in March 2008.
The exercise price of options granted under this plan was the fair market value
of the underlying stock on the date of grant. The option agreements provide
that options vest in 2004 if the individual is then employed, with earlier
accelerated vesting on an annual basis based on certain criteria established by
the Board of Directors.
10
<PAGE>
In September 1998, the Company's Board of Directors approved an option
exchange program whereby all employees that held options with exercise prices
in excess of $9.625 per share were offered the opportunity to exchange such
options for new options at $9.625 per share, which was the fair market value of
the Common Stock on the date of the exchange program. Employees were allowed to
restart the vesting period for their options such that the vesting commencement
date would remain unchanged from original option grant date. The Board
undertook this action in light of the then recent reduction in the trading
price of the Company's Common Stock and in consideration of the importance to
the Company of retaining its employees by offering them appropriate equity
incentives. The Board also considered the highly competitive environment for
obtaining and retaining qualified employees and the overall benefit to the
Company's stockholders from a highly motivated group of employees.
Section 162(m) of the Internal Revenue Code generally disallows a tax
deduction to a publicly held corporation to the extent that more than $1
million is paid to any of its chief executive officer and four other most
highly compensated executive officers employed at the end of any fiscal year.
The Committee believes it unlikely that cash compensation paid for 1998 to any
of these officers would exceed $1 million. The Committee does not expect that
the limitation of Section 162(m) as now in effect will apply to awards of stock
or stock options previously made to these individuals. The Committee may adopt
a policy concerning this limitation when the Committee considers a policy to be
necessary or appropriate.
Compensation of CEO and President
William N. Simon (who served as Chief Executive Officer until May 1998, and
acting Chief Executive Officer from September 1999 to November 1999 (without
pay) and is now Vice Chairman and a director) and James G. Fifield (who was
appointed Chief Executive Officer in May 1998 in addition to his positions as
President and a director) each received an annual base cash salary of $450,000
and $500,000 in 1998, respectively. The base salaries for these two officers
were established by the Board of Directors under the policies described above.
Mr. Fifield also earned a cash bonus for 1998 based on the cash bonus policies
described above. The Board approved this bonus on January 29, 1999 and such
bonus was paid on February 11, 1999. In May 1998, Messrs. Simon and Fifield
were granted options to purchase 40,000 and 900,000 shares of Common Stock,
respectively. The Board of Directors exercised its judgment to determine the
compensation for these officers based on the factors and the policies described
above.
COMPENSATION COMMITTEE
Michael Doyle
Robert P. Bunje
11
<PAGE>
Performance Graph
The following graph shows a comparison of cumulative returns for the
Company's Common Stock, the Nasdaq National Market Composite Index, and the S&P
Textile (Apparel Manufacturers) Index beginning July 2, 1996, when the
Company's Common Stock commenced public trading, and ending November 12, 1999.
This information assumes investments of $100 at the beginning of that period in
the Company's Common Stock at the initial public offering price of $14.00 and
in these indexes, and assumes reinvestment of dividends where applicable. This
information is not necessarily indicative of future price performance.
[PERFORMANCE CHART APPEARS HERE]
<TABLE>
<CAPTION>
Measurement Period
(Fiscal Year Nasdaq National Market S&P Textile (Apparel
Covered) The North Face, Inc. Composite Index Manufacturers) Index
------------------ -------------------- ---------------------- --------------------
<S> <C> <C> <C>
Measurement Date
July 2, 1996 $100.00 $100.00 $100.00
Fiscal Year Ended
December 31, 1996 $137.50 $108.80 $120.25
Fiscal Year Ended
December 31, 1997 $157.14 $133.16 $128.09
Fiscal Year Ended
December 31, 1998 $ 92.86 $186.75 $109.32
November 12, 1999 $ 39.29 $274.73 $ 79.37
</TABLE>
12
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who beneficially own more than 10% of a
registered class of the Company's equity securities, to file with the
Securities and Exchange Commission ("SEC") initial reports of ownership and
changes in ownership of Common Stock and other equity securities of the
Company. SEC regulations require these persons to furnish the Company with
copies of all Section 16(a) forms they file. Based solely on a review of the
copies of such reports furnished to the Company, the Company believes that, one
required report on Form 4 or Form 5 was not filed on a timely basis by Mr.
Simon in 1998 or 1999, respectively, and one required report on Form 4 or Form
5 was not filed on a timely basis by Mr. Fifield in 1998 or 1999, respectively.
To the Company's knowledge, based solely on a review of the Forms submitted to
the Company by Mr. Simon and Mr. Fifield, neither Mr. Simon nor Mr. Fifield
have failed to file a Form required by Section 16(a) of the Exchange Act.
DEADLINE FOR 2000 ANNUAL MEETING OF STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the 2000 Annual Meeting of
Stockholders must be received by the Company not later than January 15, 2000 in
order to be considered for inclusion in the Company's Proxy Statement and Proxy
for that meeting. Proposals should be addressed to the Company's Secretary at
its principal executive offices. The Company's By-laws provide additional
advance notice and other requirements for stockholder proposals and for
director candidates nominated by stockholders at an annual or special meeting
of stockholders. A stockholder may obtain a copy of the Company's By-laws
without charge upon written request to the Company's Secretary.
OTHER MATTERS
The Board of Directors is not aware of any matters that will be presented
for consideration at the Annual Meeting other than those described in this
Proxy Statement. If any other matters properly come before the Annual Meeting,
the persons named on the accompanying Proxy will have the authority to vote on
those matters in accordance with their own judgment.
By Order of the Board of Directors
/s/ Geoffrey D. Lurie
Geoffrey D. Lurie
Chief Executive Officer
November 23, 1999
13
<PAGE>
DETACH HERE
PROXY
THE NORTH FACE, INC.
ANNUAL MEETING OF STOCKHOLDERS, DECEMBER 15, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE NORTH FACE, INC.
The undersigned revokes all previous proxies, acknowledges receipt of the
notice of the Annual Meeting of Stockholders to be held December 15, 1999 and
the proxy statement related thereto and appoints Geoffrey D. Lurie and Robert
P. Bunje, and each of them, the proxy of the undersigned, with full power of
substitution, to vote all shares of Common Stock of The North Face, Inc. which
the undersigned is entitled to vote, either on his or her own behalf or on
behalf of an entity or entities, at the Annual Meeting of Stockholders of the
Company to be held at the 2013 Farallon Drive, San Leandro, California 94577 on
Wednesday, December 15, 1999 at 10:00 a.m., and at any adjournment or
postponement thereof, with the same force and effect as the undersigned might
or could do it personally present thereat. The shares represented by this proxy
shall be voted in the manner set forth on the reverse side.
(Continued and to be signed on reverse side) SEE REVERSE
SIDE
<PAGE>
[X] Please mark votes
as in this example.
The Board of Directors recommends a vote FOR each of the matters listed below.
This Proxy, when properly executed, will be voted as specified below. This
Proxy will be voted FOR Proposals No. 1, 2 and 3 if no specification is made.
1. Election of FOR WITHHELD NOMINEES: Geoffrey D. Lurie,
two Class III Michael Solomon
Directors [_] [_]
FOR, except vote withheld from the following nominees:
______________________________________________________
2. To ratify the appointment of Deloitte & FOR AGAINST ABSTAIN
Touche LLP as independent auditors of
the Company for the Fiscal year ending
December 31, 1999. [_] [_] [_]
3. In their discretion with respect to such other business as may properly
come before the meeting of any adjournment or postponement thereof.
MARK HERE FOR
ADDRESS CHANGE
AND NOTE AT LEFT [_]
Signature: ________________Date: _________Signature: ___________Date: __________
Please sign your name exactly as it appears hereon. If acting as attorney,
executor, trustee or in other representative capacity, sign name and title.
