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VRA severance agreements: 12-month base salary floor for COO/CFO Layding and Chief Brand Officer Paraie

Twelve months of base salary, payable as a lump sum, is the cash anchor in Executive Severance Plan Agreements Vera Bradley, Inc. (VRA) filed with the SEC on July 24, 2026, covering Chief Operating and Financial Officer Martin Layding and…

By Sabrina Volkov·Jul 25, 2026·2 min read·markets·VRA

Key takeaways

  • Vera Bradley filed Executive Severance Plan Agreements with the SEC on July 24, 2026, covering COO/CFO Martin Layding and Chief Brand Officer Melinda Paraie.
  • Each agreement provides 12 months of base salary as a lump sum on a qualifying termination, rising to 18 months (a 6-month add-on) in a Change in Control scenario.
  • A qualifying termination is defined as the company ending employment without Cause or the executive leaving for Good Reason, with the Change in Control add-on applying within six months before or 24 months after a qualifying event.
  • Severance is conditioned on four restrictive covenants: non-competition, non-solicitation, non-disclosure, and non-disparagement.
  • Vera Bradley will reimburse Layding up to $5,000 in legal fees for reviewing his agreement, with no equivalent reimbursement referenced for Paraie.

Twelve months of base salary, payable as a lump sum, is the cash anchor in Executive Severance Plan Agreements Vera Bradley, Inc. (VRA) filed with the SEC on July 24, 2026, covering Chief Operating and Financial Officer Martin Layding and Chief Brand Officer Melinda Paraie. A Change in Control clause adds six months, lifting the salary-equivalent ceiling to 18 months in a qualifying scenario. Vera Bradley did not disclose base salary figures for either executive in the filing.

Severance structure

A qualifying termination, defined as the company ending employment without Cause or the executive exiting for Good Reason, triggers the benefits below. The Change in Control add-on applies when termination occurs within six months before or 24 months after a qualifying event.

Benefit Standard qualifying termination With Change in Control
Base salary 12 months, lump sum 18 months (6-month add-on)
Prior-year bonus Unpaid earned amount, in full Same
Current-year bonus Pro-rated (if past Q1) Same
COBRA premiums Up to 12 months Same
Sign-on RSUs Immediate full vest Same
Other RSUs (granted on or before Jan 31, 2028) Pro-rated; performance grants subject to targets Same

The pre-CiC lookback window is six months; the post-CiC protection runs 24 months. Both executives' agreements are structured identically on this point.

Equity treatment

Two tiers govern equity on exit. Sign-on restricted stock units, received at the commencement of each executive's employment, vest immediately on a qualifying termination. All other unvested RSUs granted on or before January 31, 2028 vest on a pro-rated basis. For performance-based grants within that pool, vesting remains contingent on Vera Bradley hitting the applicable targets. The January 31, 2028 boundary is roughly 18 months from the filing date.

Covenants and legal costs

All severance benefits are conditioned on compliance with four restrictive covenants: non-competition, non-solicitation of clients, employees, and vendors, non-disclosure of confidential information, and non-disparagement of Vera Bradley. Vera Bradley will separately reimburse Layding for up to $5,000 in legal fees he incurred reviewing and negotiating his agreement. No equivalent reimbursement for Paraie is referenced in the filing. Daniel Ross, Vera Bradley's General Counsel, signed the filing on the company's behalf.

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Source: sec.gov
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Frequently asked

How much severance do the executives receive?

They receive 12 months of base salary as a lump sum on a qualifying termination, increasing to 18 months if the termination is tied to a Change in Control. The filing did not disclose the executives' base salary figures.

How is equity handled on a qualifying termination?

Sign-on restricted stock units vest immediately, while all other unvested RSUs granted on or before January 31, 2028 vest on a pro-rated basis, with performance-based grants still contingent on hitting applicable targets.

What conditions must the executives meet to receive severance?

They must comply with four restrictive covenants: non-competition, non-solicitation of clients, employees and vendors, non-disclosure of confidential information, and non-disparagement of Vera Bradley.

What is the Change in Control protection window?

The add-on applies when termination occurs within six months before or 24 months after a qualifying Change in Control event.

Who signed the filing and were there any individual differences between the two agreements?

General Counsel Daniel Ross signed the filing, and the agreements are otherwise identical except that Layding is reimbursed up to $5,000 in legal fees with no equivalent reimbursement referenced for Paraie.