Warby Parker Inc. 8-K

What Happened

• Warby Parker announced that its Board appointed Adrian Mitchell as Chief Financial Officer, effective February 10, 2026. The Board made the appointment on February 4, 2026. On the Effective Date Mr. Mitchell will also become the company’s principal financial officer and principal accounting officer, succeeding Dave Gilboa (who will remain Co‑Chief Executive Officer). The company issued a press release on February 9, 2026 announcing the leadership change.

Key Details

• Appointment effective date: February 10, 2026 (Board action dated February 4, 2026).
• Background: Mr. Mitchell, 52, has 25+ years in retail/consumer leadership — most recently COO & CFO of Macy’s, Inc. (through June 2025); prior roles include BCG, Arhaus, Crate & Barrel, Target and McKinsey. He serves on Stanley Black & Decker’s board.
• Compensation (per offer letter dated Jan 31, 2026): annual base salary $530,000; equity awards with annualized value $2,700,000 (prorated for 2026) split 50% time‑based RSUs and 50% performance stock units (subject to Board/Comp Committee approval); one‑time sign‑on RSUs valued at $1,000,000; annual travel allowance $75,000; target annual bonus 65% of base salary (prorated), paid as fully vested RSUs if employed when bonuses are awarded.
• No related‑party arrangements or family relationships requiring disclosure were reported.

Why It Matters

• This is a material executive change: Warby Parker has named an experienced retail CFO to lead its financial and accounting functions, replacing the interim responsibilities held by Co‑CEO Dave Gilboa.
• The compensation package includes significant equity awards (both time‑based and performance‑based) that will be subject to board approval and will be settled in stock units; these could affect future share‑based compensation expense and share count when granted/settled.
• For investors, the hire signals the company’s move to permanent finance leadership and continuity at the CEO level (Gilboa remains Co‑CEO), while formal details of equity grants will appear in future filings (the offer letter will be filed as an exhibit to the company’s 2025 Form 10‑K).