Form 8-K
8-K — Vestis Corp
Accession: 0001104659-26-111138
Filed: 2026-09-28
Period: 2026-09-28
CIK: 0001967649
SIC: 5190 (WHOLESALE-MISCELLANEOUS NONDURABLE GOODS)
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — tm2626111d1_8k.htm (Primary)
EX-10.1 — EXHIBIT 10.1 (tm2626111d1_ex10-1.htm)
EX-99.1 — EXHIBIT 99.1 (tm2626111d1_ex99-1.htm)
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8-K — FORM 8-K
8-K (Primary)
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2026-09-28
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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
September 28,
2026
Date of Report (Date of
earliest event reported)
Vestis Corporation
(Exact name of Registrant
as Specified in its Charter)
Delaware
001-41783
92-2573927
(State or other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
1035 Alpharetta Street, Suite 2100,
Roswell, Georgia
30075
(Address of Principal Executive Offices)
(Zip Code)
(470) 226-3655
(Registrant’s Telephone
Number, Including Area Code)
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, par value $0.01 per share
VSTS
New York Stock Exchange
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. ¨
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Russell Tiejema as Executive
Vice President and Chief Financial Officer
On September 28, 2026, Vestis Corporation
(the “Company”) announced that it had appointed Russell Tiejema as Executive Vice President and Chief Financial Officer.
Mr. Tiejema, 58, has more than 30 years of
finance and leadership experience. Most recently, he served as Executive Vice President and Chief Financial Officer of US LBM, the largest
privately owned full-line distributor of specialty building materials in the United States, from June 2024 to July 2026. Prior
to US LBM, Mr. Tiejema served as Executive Vice President and Chief Financial Officer of Masonite International Corporation, a leading
global designer and manufacturer of interior and exterior doors, from November 2015 to May 2024. Earlier in his career, Mr. Tiejema
served as Vice President of Finance and Chief Financial Officer of Lennox International's residential business and held multiple financial
leadership roles at General Motors. Mr. Tiejema holds a Master of Business Administration from Indiana University's Kelley School
of Business and a bachelor's degree from Kettering University.
There are no family relationships between Mr. Tiejema
and any director or executive officer of the Company. There are no arrangements or understandings between Mr. Tiejema and any other
person pursuant to which he was appointed, and there are no transactions requiring disclosure under Item 404(a) of Regulation S-K.
The Company and Mr. Tiejema entered into
an Employment Agreement, dated September 17, 2026 (the “Employment Agreement”), and the Employment Agreement became
effective as of September 28, 2026 (the “Effective Date”). The Employment Agreement governs the terms of Mr. Tiejema’s
service as Executive Vice President and Chief Financial Officer of the Company.
Mr. Tiejema’s initial annual base salary
under the Employment Agreement is $700,000 and, beginning with the Company’s fiscal year 2027, he will be entitled to a target annual
bonus opportunity (“Target Bonus”) of 100% of his base salary, with the actual annual bonus payable to Mr. Tiejema
for any year being determined and paid based on the terms of the Company’s Management Incentive Plan.
Beginning with the Company’s 2027 fiscal
year, Mr. Tiejema will be entitled to receive an annual equity or equity-based award under the Vestis Corporation Long-Term Incentive
Plan (the “LTIP”) with a target grant date value of $1,750,000, subject to approval by the Company’s Compensation
and Human Resources Committee (the “Committee”). The form, timing and terms of any such awards will be determined in
the sole discretion of the Committee and will be made at the same time as annual awards are made to similarly situated executives of the
Company.
In connection with commencement of his employment,
Mr. Tiejema is entitled to receive a one-time equity award (the “Sign-on Award”) under the LTIP with a grant date
value of $2,500,000, consisting of 50% restricted stock units (“RSUs”) and 50% nonqualified stock options (“NSOs”),
to be granted as of the first day of the Company’s fiscal year 2027 (the “Grant Date”). The Sign-on Award will
vest ratably over three years on each anniversary of the Grant Date, subject to the terms and conditions of the applicable award agreement.
Mr. Tiejema is also generally eligible to
participate in the Company’s standard employee benefit plans maintained from time to time for similarly situated executives, including
the Company’s Executive Benefits and Perquisites Program and Executive Relocation Program; Mr. Tiejema, however, will not be
entitled to participate in any termination or severance pay plan of the Company, other than as provided in the Employment Agreement.
Under the Employment Agreement, upon Mr. Tiejema’s
termination of employment with the Company and its affiliates for any reason (the “Termination Date”), he will be entitled
to any accrued amounts (such as accrued but unpaid salary and vacation, annual bonus for any completed fiscal year that has not yet been
paid and other amounts required by applicable law or an employee benefit plan). Upon termination, Mr. Tiejema’s outstanding
equity and equity-based awards will be treated in the manner provided in the LTIP and the applicable award agreements; provided, however,
that in the case of an Anticipatory Change of Control Termination (as described below), the outstanding unvested awards will remain outstanding
until the earliest of (a) the date of a Change of Control (as defined in the LTIP), (b) six months following the Termination
Date and (c) the expiration date of the award.
If Mr. Tiejema’s Termination Date occurs
on account of death or disability, he will be entitled to the accrued amounts and a pro-rata annual bonus for the year in which the Termination
Date occurs.
If Mr. Tiejema’s Termination Date occurs
by reason of termination by the Company for Cause (as defined in the Employment Agreement) or by Mr. Tiejema other than for Good
Reason (as defined in the Employment Agreement), Mr. Tiejema will be entitled only to the accrued amounts.
If Mr. Tiejema’s Termination Date occurs
on account of termination by the Company without Cause or by Mr. Tiejema for Good Reason (and other than as a result of a Qualifying
Termination as described below), he will be entitled to the following payments and benefits (in addition to the accrued amounts), subject
to the execution and non-revocation of a release:
· a payment equal to the sum of his base salary
and Target Bonus, payable in accordance with the normal payroll practices of the Company ratably over 12 months;
· a pro-rata portion of the annual bonus that would
otherwise have been paid to him for the year of termination had the Termination Date not occurred, taking into account satisfaction of
any applicable performance conditions, payable in a lump sum at the same time as annual bonuses for the year to which the pro-rata bonus
relates are payable to similarly situated executives of the Company whose Termination Date has not occurred;
· if he is eligible for and timely elects COBRA
coverage, a monthly payment (each a “Benefit Payment”) equal to the amount of the applicable monthly premium for medical,
dental and vision coverage, which Benefit Payments will be payable for 12 months following the Termination Date; and
· reimbursement for outplacement services by a
recognized outplacement services firm selected by Mr. Tiejema in an amount not to exceed 10% of his base salary.
If Mr. Tiejema’s Termination Date occurs
as the result of a “Qualifying Termination,” meaning termination of Mr. Tiejema’s employment (a) within
24 months after a Change of Control by the Company without Cause or by Mr. Tiejema for Good Reason or (b) within six months
prior to a Change of Control at the request of a third party involved in a Change of Control or otherwise in connection with or in anticipation
of a Change of Control (which termination is referred to as an “Anticipatory Change of Control Termination”), he will
be entitled to the following payments and benefits, subject to the execution and non-revocation of a release:
· a lump sum payment equal to 1.5 times the sum
of his base salary and Target Bonus;
· a lump sum payment equal to a pro-rata portion
of his Target Bonus for the year in which the Termination Date occurs;
· if he is eligible for and timely elects COBRA
coverage, a lump sum Benefit Payment for the 18-month severance period; and
· reimbursement for outplacement services by a
recognized outplacement services firm selected by Mr. Tiejema in an amount not to exceed 10% of his base salary.
Mr. Tiejema is not entitled to duplicate
benefits for both a termination prior to a Change of Control and a Qualifying Termination.
In the event that any payment or benefit payable
to Mr. Tiejema would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, the aggregate payments
and benefits will be reduced to 2.99 times Mr. Tiejema’s “base amount” (as defined in Section 280G(b)(3) of
the Code) if such reduction would result in a greater net after-tax amount to Mr. Tiejema.
The Employment Agreement requires Mr. Tiejema
to enter into a restrictive covenant agreement that provides for perpetual non-disclosure and non-disparagement covenants and 12-month
post-employment non-competition, non-solicitation and non-hire covenants. Mr. Tiejema and any compensation payable to him are also
subject to the Company’s clawback and recoupment policies.
A copy of the Employment Agreement is filed with
this Current Report on Form 8-K and attached hereto as Exhibit 10.1 and incorporated by reference herein. The foregoing description
of the Employment Agreement is not complete and is qualified in its entirety by reference to the full text of the Employment Agreement.
Item 7.01 Regulation FD Disclosure.
On September 28, 2026, the Company issued
a press release announcing the appointment of Mr. Tiejema as Executive Vice President and Chief Financial Officer and reaffirming
the Company’s fiscal year 2026 financial outlook. A copy of the press release is furnished as Exhibit 99.1 to this Current
Report on Form 8-K.
The information set forth under this Item 7.01
of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
10.1
Employment Agreement, dated September 17, 2026, by and between Vestis Corporation and Russell Tiejema
99.1
Press Release of Vestis Corporation, dated September 28, 2026
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 hereunto duly authorized.
Vestis Corporation
Date:
September 28, 2026
By:
/s/ André C. Bouchard
Name:
André C. Bouchard
Title:
Executive Vice President, Chief Legal Officer, General Counsel and Secretary
EX-10.1 — EXHIBIT 10.1
EX-10.1
Filename: tm2626111d1_ex10-1.htm · Sequence: 2
Exhibit 10.1
EMPLOYMENT
AGREEMENT
THIS
EMPLOYMENT AGREEMENT (the “Agreement”) is made on the 17th day of September 2026 by and between Vestis Corporation,
a Delaware corporation (the “Company”), and Russell Tiejema (“Executive”). The Company and Executive
are sometimes referred to individually as a “Party” and collectively, the “Parties.”
W
I T N E S SE T H
WHEREAS,
the Company desires to employ Executive and Executive desires to be employed by the Company, all on the terms and conditions set forth
herein.
NOW
THEREFORE, in consideration of the mutual covenants and agreements set forth below, it is hereby covenanted and agreed by the Company
and Executive as follows, all effective as of the Effective Date:
1. Term.
The “Term” of the Agreement shall be the period commencing on the date that Executive’s employment with the
Company commences (as mutually agreed between the Parties but in no event later than September 18, 2026, the “Effective
Date”) and ending on Executive’s Termination Date (as defined in Section 4). This Agreement shall become effective
only if Executive commences employment with the Company on the Effective Date and if the Effective Date does not occur by September 28,
2026, this Agreement will automatically terminate and be of no further force and effect without the action of any person.
2. Position,
Duties and Authorities.
a. Location.
Executive’s principal place of employment shall be the Atlanta, Georgia metropolitan area, subject to required travel on business
consistent with Executive’s position.
b. Duties
and Authorities. During the Term, Executive shall serve as the Company’s Executive Vice President & Chief Financial
Officer and shall be responsible for performing all duties and responsibilities of that position and any other duties commensurate with
such position that may be assigned to Executive by the Chief Executive Officer of the Company. Executive will have such authority and
power as are inherent to the undertakings applicable to Executive’s positions and necessary to carry out the responsibilities and
the duties required of Executive hereunder. Executive shall perform Executive’s duties faithfully and to the best of Executive’s
ability and shall devote Executive’s full attention, skill and efforts to the performance of the duties required by the Company
and shall use Executive’s best skill and abilities to promote the interest of the Company and its affiliates (collectively, the
“Company Group”).
c. Other
Activities. Notwithstanding the foregoing provisions of this Section 2, during the Term, Executive may devote reasonable
time to activities other than those required under this Agreement, including the supervision of Executive’s personal investments
and activities involving professional, charitable, educational, religious and similar types of organizations, speaking engagements, and
similar type activities, but only to the extent that such other activities do not, in the judgment of the Board of Directors of the Company
(the “Board”), inhibit or prohibit the performance of Executive’s duties under this Agreement, conflict in any
material way with the business of any member of the Company Group or violate the provisions of the Restricted Covenant Agreement attached
hereto as Exhibit A (the “Restrictive Covenant Agreement”); provided, however, that Executive shall
not serve on the board of any business, or hold any other position with any business, without the consent of the Board, which consent
may be withheld by the Board in its discretion.
d. Board
Service. To the extent requested by the Board, during Executive’s employment, Executive shall serve on the boards of directors
of any member of the Company Group without additional compensation. Executive shall resign as a member the boards of directors of any
members of the Company Group at such time as Executive ceases to hold the position of Executive Vice President & Chief Financial
Officer (or otherwise ceases to be employed by the Company Group) or as directed by the Board.
e. Clawback.
Executive (and any compensation payable to Executive) shall be subject to the terms of the Company’s clawback and recoupment policies
in effect from time to time.
f. Restrictive
Covenants. As a condition of this Agreement, Executive and the Company have entered into the Restrictive Covenant Agreement.
g. Compensation
and Benefits. In consideration of Executive’s performance of duties hereunder and subject to the terms and conditions of
this Agreement, Executive will be provided with the following compensation and benefits during the Term.
h. Base
Salary. Executive shall receive an annual base salary in the amount of seven hundred thousand dollars ($700,000) (“Base
Salary”) payable in accordance with the normal payroll practices of the Company (but no less frequently than monthly). The
Board may review Executive’s Base Salary in its discretion from time to time; provided, however, that the rate of Base Salary may
not be reduced and any increase in the rate of Base Salary shall be in the sole and absolute discretion of the Board.
i. Annual
Bonus. For each fiscal year beginning with fiscal year 2027, Executive shall be eligible to participate in the Company’s
Management Incentive Plan (the “Bonus Plan”) with a target bonus opportunity (“Target Bonus”) of no less than
one hundred (100%) of Executive’s Base Salary. Executive’s bonus under the Bonus Plan for any year (the “Annual Bonus”)
shall be determined and paid in accordance with the terms of the Bonus Plan, including based on satisfaction of applicable performance
targets and goals as apply thereunder for the applicable year.
j. Annual
LTI Equity or Equity-Based Awards. For each fiscal year beginning with fiscal year 2027, Executive shall be entitled to receive
long-term incentive (LTI) equity or equity-based awards under the Vestis Corporation Long-Term Incentive Plan or a successor thereto
(the “Long-Term Incentive Plan”) with a target Grant Date value of one million seven hundred and fifty thousand dollars
($1,750,000), subject in each case to approval of such awards by the Compensation and Human Resources Committee of the Board (the “Committee”).
The form, mix, timing and terms of any such awards will be determined in the sole discretion of the Committee; provided that any annual
LTI equity awards to Executive shall be made at the same time as annual LTI equity awards are made to similarly situated executives of
the Company.
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k. Benefits.
Executive shall be eligible to participate in employee benefit plans, programs, policies and arrangements that are provided or made available
from time to time for similarly situated executives of the Company, to the same extent and on the same terms and conditions as other
similarly situated executives; provided, however, that Executive will not be entitled to a car allowance. Without limiting the generality
of the foregoing, Executive shall be entitled to participate in the Company’s Executive Benefits and Perquisites Program, and Executive
Relocation Program (Executive Relocation Policy shall include, at a minimum, reimbursements for temporary lodging and related expenses
in the Roswell, Georgia area for up to three (3) months following the Effective Date, with a monthly maximum of ten thousand dollars
($10,000) per month) applicable to similarly situated executives of the Company and shall be entitled to reimbursement of tax and financial
planning services incurred to the same extent as other similarly situated executives. Notwithstanding the foregoing or the terms of any
employee benefit plan, program, policy or arrangement of the Company or any other member of the Company Group, this Agreement sets forth
Executive’s sole right to termination or separation payments and benefits and Executive shall not be entitled to any severance
or termination payments under any benefit plan of any member of the Company Group unless required by law.
l. Reimbursement
for Expenses. Executive shall be reimbursed for ordinary and reasonable expenses incurred by Executive in the performance of
Executive’s duties pursuant to the terms of this Agreement under the normal reimbursement and documentation policies applicable
to similarly situated executives of the Company from time to time, subject to the terms and conditions of this Agreement.
m. New
Hire Sign-on Awards. As of the first day of fiscal year 2027 (the “Grant Date”), Executive shall be granted
a one-time equity award (the “New Hire Sign-on LTI Equity Award”) with a Grant Date value of two million five hundred
thousand dollars ($2,500,000). The New Hire LTI Sign-on Equity Award shall be made in the form of 50% restricted stock units (RSUs) and
50% nonqualified stock options (NSOs) under the Long-Term Incentive Plan. The New Hire Sign-on LTI Equity Award shall be evidenced by
an award agreement and shall vest ratably over three years on each anniversary of the Grant Date, subject to the terms and conditions
of the award agreements.
3. Termination/Rights
and Payments Upon Termination. Executive’s right to payments, if any, for periods after the date that Executive’s
employment with the Company and all other members of the Company Group terminates for any reason (the “Termination Date”)
shall be determined in accordance with this Section, subject to the terms and conditions of this Agreement. Except as specifically provided
in this Section, neither the Company nor any other member of the Company Group shall have any obligation to make payments of any amounts
or provide any benefits to Executive for periods after Executive’s Termination Date.
3
a. Termination
for any Reason. If Executive’s Termination Date occurs at any time and for any reason (whether by the Company Group or
Executive), then, subject to the terms and conditions of this Agreement, Executive shall be entitled to the following payments and benefits
(collectively, the “Accrued Amounts”):
i. the
amount, if any, of Executive’s earned but unpaid Base Salary ending on Executive’s Termination Date;
ii. any
earned but unused vacation due to Executive as of the Termination Date pursuant to the Company’s vacation pay program;
iii. Executive’s
Annual Bonus for any fiscal year completed prior to Executive’s Termination Date which has not been paid prior to the Termination
Date; provided, however, that if Executive’s Termination Date occurs as a result of termination by the Company Group for Cause
payment of the Annual Bonus for the fiscal year completed prior to the year in which the Termination Date occurs shall be included in
the Accrued Amounts only to the extent provided by applicable law; and
iv. any
other amounts required by local law or the express terms of any employee benefit plan to be paid or provided to Executive.
Executive’s
rights under any equity or equity-based awards outstanding as of the Termination Date shall be governed by the terms of the Company’s
long-term incentive plan under which such awards were granted and any award agreements applicable to such awards and to the extent that
Executive has any rights with respect to such awards, such rights shall be considered Accrued Amounts for purposes of this Agreement.
The Accrued Amounts shall be payable to Executive in a lump sum within thirty (30) days after Executive’s Termination Date or such
earlier date required by applicable law and any payments or benefits to be provided to Executive under an employee benefit plan (including
equity awards) shall be paid or provided in accordance with the terms of the applicable plan.
b. Termination
by the Company Group for Cause or by Executive Other Than for Good Reason. If Executive’s Termination Date occurs at any
time on account of termination by the Company Group for Cause or by Executive other than for Good Reason (as defined in Section 4(g) below),
then, subject to the terms and conditions of this Agreement, Executive shall be entitled to the Accrued Amounts and no other payments
or benefits under this Agreement.
c. Termination
Due to Death or Disability. If Executive’s Termination Date occurs on account of death or Disability, then, subject to
the terms and conditions of this Agreement, Executive shall be entitled to the following payments and benefits:
i. the
Accrued Amounts; and
4
ii. a
pro-rata Annual Bonus for the year in which the Termination Date occurs determined as the product of (A) the Annual Bonus that would
otherwise have been paid to Executive for the fiscal year in which the Termination Date occurs had the Termination Date not occurred
(determined without regard to any reduction therein resulting solely from a reduction in the Target Bonus which constitutes Good Reason),
multiplied by (B) a fraction, the numerator of which is the total number of days Executive is employed by the Company Group in the
fiscal year in which the Termination Date occurs and through the Termination Date, and the denominator of which is the number of calendar
days in the performance period (the “Pro-Rata Annual Bonus”), payable to Executive in a lump sum at the same time
as Annual Bonuses for the year to which the Pro-Rata Annual Bonus relates are payable to similarly situated executives of the Company
whose Termination Date has not occurred.
Any
Pro-Rata Annual Bonus that is payable pursuant to this Section 4(c) or Sections 4(d)-(e) hereof shall not be in addition
to any bonus that may otherwise be payable to Executive under the terms of the Bonus Plan and that would be included in the Accrued Amounts
for the year in which the Termination Date occurs.
d. Termination
by the Company Group Other Than for Cause or by Executive for Good Reason. If Executive’s Termination Date occurs on account
of termination by the Company Group other than for Cause or by Executive for Good Reason, then, subject to the terms and conditions of
this Agreement, Executive shall be entitled to the following payments and benefits:
i. the
Accrued Amounts;
ii. an
amount (such amount, the “Severance Payment”) equal to the sum of Executive’s Base Salary and Target Bonus as
in effect immediately prior to the Termination Date (without regard to any reduction therein which constitutes Good Reason), which Severance
Payment shall be payable in accordance with the normal payroll practices of the Company ratably over the Severance Period (as defined
in Section 4(g) below), beginning on the sixty (60)-day anniversary of the Termination Date (the “Payment Commencement
Date”);
iii. a
Pro-Rata Annual Bonus, payable to Executive in a lump sum at the same time as annual bonuses for the year to which the Pro-Rata Annual
Bonus relates are payable to similarly situated executives of the Company whose Termination Date has not occurred;
iv. a
payment equal to the amount of the applicable premium that would be required for Executive to continue group medical, dental and vision
benefits pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), for the Severance
Period for the type and level of coverage in effect with respect to Executive as of the Termination Date (the “Benefit Payment”),
which Benefit Payment shall be paid ratably over the Severance Period on the normal payroll dates of the Company beginning on the Payment
Commencement Date; and
5
v. for
the period beginning on the Termination Date and ending on the earlier of (A) the last day of the Severance Period or (B) the
date on which Executive obtains employment with a new employer, reimbursement for outplacement services by a recognized outplacement
services firm selected by Executive in an amount not to exceed ten percent (10%) of Executive’s Base Salary, which reimbursements
will be made beginning on the Payment Commencement Date.
All
payments and benefit pursuant to this Section 4(d) (other than the Accrued Amounts) shall be subject to the effectiveness of
the Release (as defined in Section 4(f) below). Executive shall not be entitled to payments and benefits under this Section 4(d) if
Executive is also entitled to payments and benefits under Section 4(e) (except as described in Section 4(e) in the
event of an Anticipatory Change of Control Termination (as defined in Section 4(g) below). For the avoidance of doubt, in the
event that Executive’s Termination Date occurs pursuant to this Section 4(d), any equity or equity-based award that is outstanding
on the Termination Date (collectively, the “Outstanding Unvested Awards”) shall remain outstanding for purposes of
the Long-Term Incentive Plan and any applicable award agreements evidencing such awards until the earliest of (1) the date of a
Change of Control, (2) the date that is six (6) months following the Termination Date, or (3) in the case of any individual
Outstanding Unvested Award, the expiration date of such equity or equity-based award and, in the event that it is determined that the
Termination Date occurred under circumstances that constitute an Anticipatory Change of Control Termination, the provisions of Section 4(e) shall
apply with respect to such Outstanding Unvested Awards.
e. Termination
in a Qualifying Termination. If Executive’s Termination Date occurs on account of a Qualifying Termination (as defined
in Section 4(g) below), then, subject to the terms and conditions of this Agreement, Executive shall be entitled to the following
payments and benefits:
i. the
Accrued Amounts;
ii. an
amount equal to one and one half (1.5) times the sum of Executive’s Base Salary and Target Bonus as in effect immediately prior
to the Termination Date (without regard to any reduction therein which constitutes Good Reason), payable in in a lump sum on the Payment
Commencement Date;
iii. a
pro-rata Annual Bonus for the year in which the Termination Date occurs determined as the product of (A) Executive’s Target
Bonus for the fiscal year in which the Termination Date occurs (or if such Target Bonus has not been established as of the Termination
Date, the Target Bonus for the immediately preceding fiscal year, in either case determined without regard to any reduction in the Target
Bonus which constitutes Good Reason), multiplied by (B) a fraction, the numerator of which is the total number of days Executive
is employed by the Company Group in the fiscal year in which the Termination Date occurs and through the Termination Date, and the denominator
of which is the number of calendar days in the performance period, which amount shall be paid to Executive on the Payment Commencement
Date;
6
iv. a
Benefit Payment calculated for the Severance Period, payable in a lump sum on the Payment Commencement Date; and
v. for
the period beginning on the Termination Date and ending on the earlier of (A) the last day of the Severance Period or (B) the
date on which Executive obtains employment with a new employer, reimbursement for outplacement services by a recognized outplacement
services firm selected by Executive in an amount not to exceed ten percent (10%) of Executive’s Base Salary, which reimbursements
will be made beginning on the Payment Commencement Date.
Executive’s
rights under any equity or equity-based awards outstanding as of the date of the date of the Qualifying Termination (including, in the
case of an Anticipatory Change of Control Termination, any Outstanding Unvested Awards) shall be governed by the terms of the Company’s
long-term incentive plan under which such awards were granted and any award agreements applicable to such awards. To the extent that
Executive has any rights with respect to such awards, such rights shall be considered Accrued Amounts for purposes of this Agreement.
In the case of an Anticipatory Change of Control Termination, the payments and benefits to which Executive is entitled pursuant to this
Section 4(e) (other than the Accrued Amounts) shall be reduced by the payments and benefits, if any, provided to Executive
under the provisions of Section 4(d) on account of the same termination, which reduction shall be made in accordance with the
requirements of Section 409A (as defined in Section 15) such that there will be no impermissible substitution of deferred compensation
in violation of Section 409A. All payments and benefits pursuant to this Section 4(e) (other than the Accrued Amounts)
shall be subject to the effectiveness of the Release. In the event that a Change of Control does not constitute a change in control event
for purposes of Section 409A and if any of the payments and benefits to be paid or provided pursuant to this Section 4(e) are
subject to Section 409A, any such payments that are subject to Section 409A shall be payable in accordance with the payment
timing provisions of Section 4(d). In the event that Executive’s Termination Date occurs on account of a Qualifying Termination
by reason of an Anticipatory Change of Control Termination, the Termination Date for purposes of this Section 4(e) shall be
the date of the Change of Control.
f. Release.
Notwithstanding any provision in this Agreement to the contrary, Executive shall not be entitled to any (and shall forfeit all) payments
and benefits under this Section 4, other than the Accrued Amounts and other than amounts payable pursuant to Section 4(c),
unless, as of the Payment Commencement Date, Executive has executed and not revoked a release in a form reasonably acceptable to the
Company (the “Release”) and such Release has become effective as of the Payment Commencement Date. In no event shall
the Release include any claims by Executive to enforce Executive's rights under or with respect to (i) this Agreement, (ii) the
Certificate of Incorporation and By-laws of the Company, (iii) any indemnification agreement between Executive and the Company,
or (iv) any benefit plan pursuant to its terms.
7
g. Definitions.
i. “Cause”
means any of the following with respect to Executive: (A) conviction or plea of guilty or nolo contendere to a felony (or any
similar crime for purposes of laws outside the United States); (B) intentional fraud or dishonesty with respect to the Company or
any member of the Company Group that causes material and demonstrable harm to the Company or any member of the Company Group; (C) willful
and continuous failure to perform lawfully assigned duties that are consistent with Executive’s position with the Company Group;
(D) willful violation of the Company’s Business Conduct Policy that causes material harm to the Company, any other member
of the Company Group or their business reputations; (E) intentionally working against the best interests of the Company or any other
member of the Company Group; or (F) a material breach by Executive of this Agreement or the Restrictive Covenant Agreement. Conduct
described in clauses (B)-(F) that is capable of being cured shall be considered “Cause” only if such conduct continues
beyond ten (10) business days after receipt by Executive from the Company of a written demand to cure such conduct.
ii. “Change
of Control” has the meaning specified in the Long-Term Incentive Plan.
iii. “Disability”
means a “permanent disability” as defined in the Company’s long-term disability plan as in effect from time to
time, or if there shall be no plan, the inability of Executive to perform in all material respects Executive’s duties and responsibilities
to the Company or any other member of the Company Group for a period of six (6) consecutive months or for an aggregate of nine (9) months
in any twenty-four (24) consecutive month period by reason of a physical or mental incapacity.
iv. “Good
Reason” means any of the following that occur without Executive’s express prior written approval, other than due to Executive’s
Disability or death: (A) a decrease in Executive’s Base Salary, other than as part of an across-the-board salary reduction
that applies in the same manner to all senior executives or Target Bonus; (B) a material diminution in Executive’s title or
reporting relationship or a material diminution in Executive’s duties or responsibilities (other than solely as a result of a Change
of Control in which the Company immediately thereafter is no longer publicly traded); (C) a material relocation of Executive’s
principal work location from that set forth in Section 2(a); or (D) a material breach by the Company of this Agreement. Executive’s
Termination Date shall be considered to be on account of Good Reason only if (I) within thirty (30) days after Executive knows or
has reason to know that an event or circumstance constituting Good Reason has occurred, Executive provides written notice to the Company
specifying in reasonable detail the event or circumstance claimed to constitute Good Reason (the “Good Reason Notice”),
(II) if curable, the event or circumstance has not been cured within thirty (30) days of the Company’s receipt of the Good
Reason Notice, and (III) Executive terminates employment within ninety (90) days after the date on which Executive provided the
Good Reason Notice to the Company.
8
v. “Qualifying
Termination” means Executive’s Termination Date that occurs (A) within six (6) months prior to a Change of
Control due to termination by the Company Group (I) at the request of a party (other than the Company or other member of the Company
Group) involved in the Change of Control or (II) otherwise in connection with or in anticipation of a Change of Control that subsequently
occurs (either such termination being referred to as an “Anticipatory Change of Control Termination”), or (B) due
to a termination by the Company (or its successor) without Cause or by Executive for Good Reason in either case within twenty-four (24)
months following a Change of Control. In the case of an Anticipatory Change of Control Termination, Executive’s Termination Date
will be deemed to have occurred on the date of the Change of Control; provided, however, that calculation of any payments and benefits
provided pursuant to Section 4(e) (such as Base Salary and Target Bonus) shall be determined as of Executive’s actual
Termination Date.
vi. “Severance
Period” means (A) for purposes of Section 4(d), a period of twelve (12) months and (B) for purposes of Section 4(e),
a period of eighteen (18) months.
h. Breach
of Restrictive Covenant Agreement. If Executive materially breaches any provision of the Restrictive Covenant Agreement and if
such breach is not cured to the reasonable satisfaction of the Company within ten (10) business days after receipt by Executive
from the Company of a written demand to cure such breach, the Company may terminate payment of all severance and other post-employment
payments to Executive (other than Accrued Amounts) under this Agreement and may cease to provide any post-termination benefits otherwise
being provided (or to be provided) to Executive pursuant to this Agreement.
4. Duties
on Termination, Cooperation and Return of Company Group Property and Materials.
a. Cooperation.
Following Executive’s Termination Date, Executive agrees that, at the Company’s request, Executive shall reasonably cooperate
and assist the Company and Company Group in any investigation which may be performed by the Company, Company Group or any governmental
agency and in any litigation, arbitration or other proceeding in which the Company or Company Group may become involved. Such assistance
shall include, but not be limited to, Executive making himself or herself reasonably available for interviews by the Company or its counsel,
depositions and/or court appearances at the Company’s request. The Company shall attempt to schedule such assistance at mutually
convenient times and places, taking into account any employment constraints that Executive may have. The Company shall reimburse Executive
for reasonable expenses, such as travel, lodging, meal expenses, and reasonable attorneys’ fees, incurred by Executive at the Company’s
request, consistent with the Company’s generally applicable policies for employee expenses and per-diem payment consistent with
Executive’s rate of Base Salary as in effect upon Executive’s Termination Date. To the maximum extent permitted by law, Executive
will notify the Company if Executive is contacted by any governmental agency, or by any person contemplating or maintaining any claim,
investigation or legal action relating to the Company or any other member of the Company Group, or by any agent or attorney of such person,
within three (3) business days of such contact.
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b. Return
of Property. Upon the request of the Company, and in any event, upon the termination of Executive’s employment, Executive
shall return to the Company, and leave at the disposal of the Company, all property of the Company and any other member of the Company
Group, including but not limited to computers and cellular phones, and all memoranda, notes, records, and other documents pertaining
to the business of the Company Group (including all copies and electronic versions of such materials).
5. Indemnification.
The Company shall indemnify and hold harmless Executive to the fullest extent authorized or permitted by law with respect to any claim,
liability, action, or proceeding instituted or threatened against or incurred by Executive or Executive’s legal representatives
and arising in connection with Executive’s conduct or position at any time as a director, officer, employee, or agent of the Company
or any other member of the Company Group and shall maintain directors and officers liability insurance that provides Executive with protections,
both during the Term and after the Termination Date, that are commercially reasonable (and, with respect to directors and officers liability
coverage, provides for “tail” coverage for at least six (6) years after the Termination Date). In the event that the
Company or any of its insurers (collectively, the “Indemnitee-Related Entities”) shall make any payment to Executive
in respect of indemnification or advancement of expenses with respect to any jointly indemnifiable claim, the Indemnitee-Related Entity
making such payment shall be subrogated to the extent of such payment to all of the rights of recovery of Executive against the Company
and Executive shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights,
including the execution of such documents as may be necessary to enable the Indemnitee-Related Entities effectively to bring suit to
enforce such rights.
6. Tax
Withholding. The Company shall have the right to withhold from any amounts payable hereunder any amounts necessary in order for
the Company to satisfy any required withholding or other tax obligations it may have under applicable law.
7. Parachute
Taxes.
a. In
the event it shall be determined that any payment, benefit or distribution (or combination thereof) by any member of the Company Group
or one or more trusts established by the Company for the benefit of its employees, to or for the benefit of Executive (whether paid or
payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) is subject
to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by Executive with respect to such
excise tax (such excise tax, together with any such interest and penalties, hereinafter collectively referred to as the “Excise
Tax”), if the net after-tax amount of such Payments, after Executive has paid all taxes due thereon (including, without limitation,
taxes due under Section 4999 of the Code) is less than the net after-tax amount of all such Payments and benefits otherwise due
to Executive in the aggregate, if such aggregate Payments were reduced to an amount equal to 2.99 times Executive’s “base
amount” (as defined in Section 280G(b)(3) of the Code), then the aggregate amount of the payments and benefits shall
be reduced to an amount that will equal 2.99 times Executive’s base amount. To the extent such aggregate parachute payment amounts
are required to be so reduced, the parachute payment amounts due to Executive (but no non-parachute payment amounts) shall be reduced
in the following order: (i) payments and benefits due under Section 4(e) of this Agreement shall be reduced (if necessary,
to zero) with amounts that are payable last reduced first; (ii) payments and benefits due in respect of any equity fully valued
(without regard to any discounts for present value) for purposes of the calculation to be made under Section 280G of the Code for
purposes of this Section 8 (the “280G Calculation”) in reverse order of when payable; and (iii) payments
and benefits due in respect of any options or stock appreciation rights with regard to the Company’s equity securities valued under
the 280G Calculation based on time of vesting shall be reduced in an order that is most beneficial to Executive. Notwithstanding the
foregoing, any Payments that are not subject to Section 409A shall be reduced before any payments that are subject to Section 409A
and any payments that are subject to Section 409A shall be reduced in reverse order of when payable. The Company will use commercially
reasonable efforts to mitigate the effects of Section 280G of the Code to any Payment.
10
b. All
determinations required to be made under this Section 8, including whether and when a reduction is to be made, and the assumptions
to be utilized in arriving at such determination, shall be made by such nationally recognized certified public accounting firm as may
be designated by the Company which shall provide detailed supporting calculations both to the Company and Executive within such time
periods established at the time that Payments are made or are likely to be made.
8. Survival.
Except as otherwise expressly provided in this Agreement, the obligations of the Parties hereunder shall survive any termination
of employment hereunder, whether initiated by Company Group or Executive, for Cause or without Cause, voluntarily or involuntarily.
9. Notices.
All notices, requests, and other communications provided for by this Agreement shall be in writing and shall be sufficiently given if
and when mailed by registered or certified mail, personally delivered, sent via e-mail with delivery receipt requested, or sent by overnight
courier by a nationally recognized carrier in any case to the party entitled thereto at the address stated below or to such changed address
as the addressee may have given by a similar notice:
If
to the Company:
Vestis Corporation
1035 Alpharetta Street, Suite 2100
Roswell, GA 30075
Attention:
General Counsel
If
to Executive:
Russell
Tiejema
11
10. Entire
Agreement, Modification, and Waiver. This Agreement contains the entire agreement and understanding by and between the Company
and Executive with respect to the employment of Executive, and no representations, promises, agreements, or understandings, written or
oral, not contained herein shall be of any force or effect. No change or modification of this Agreement shall be valid or binding unless
it is in writing and signed by the Party intended to be bound. No waiver of any provision of this Agreement shall be valid unless it
is in writing and signed by the Party against whom the waiver is sought to be enforced. No valid waiver of any provision of this Agreement
at any time shall be deemed a waiver of any other provisions of this Agreement at such time or at any other time. For the avoidance of
doubt, this Agreement sets forth the entire understanding of the Parties with respect to the subject matter hereof and supersedes any
and all other agreements or understandings between or among the Parties regarding your employment, including the offer letter and summary
materials provided in connection with your offer letter (collectively, the “Offer Letter”), and from and after the Effective
Date all such other agreements or understandings, including the Offer Letter, shall be of no further force and effect.
11. Severability.
The provisions of this Agreement shall be deemed severable, and the invalidity or unenforceability of any one or more of the provisions
of this Agreement shall not affect the validity and enforceability of the other provisions.
12. Assignment;
Nonalienation. This Agreement and any rights hereunder are personal to Executive and cannot be assigned or otherwise transferred
by Executive. This Agreement may be assigned by the Company to any successor to its business. The interests of Executive under this Agreement
are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment
by creditors of Executive or Executive’s beneficiary.
13. Governing
Law; Jurisdiction; Disputes.
a. Governing
Law. The construction and interpretation of this Agreement shall at all times and in all respects be governed by the laws of
the State of Georgia without regard to conflicts of laws principles thereof.
b. Jurisdiction
and Disputes. For purposes of any action or proceeding, arising under this Agreement, Executive irrevocably submits to the exclusive
jurisdiction of the courts of Georgia and the courts of the United States of America located in Georgia for the purpose of any judicial
proceeding arising out of or relating to this Agreement, and Executive acknowledges that the designated forum has a reasonable relation
to the Agreement and to the Parties' relationship with one another. Notwithstanding the provisions of this Section 14, the Company
may, in its discretion, bring an action or special proceeding in any court of competent jurisdiction for the purpose of seeking temporary
or preliminary relief pending resolution of a dispute. Executive expressly consents to the application of this Section 14 to any
judicial action or proceeding arising out of or relating to this Agreement. The Company shall have the right to serve legal process upon
Executive in any manner permitted by law. Executive hereby waives, to the fullest extent permitted by applicable law, any objection that
Executive now or hereafter may have to personal jurisdiction or to the laying of venue of any action or proceeding brought in any court
referenced in this Section 14 and hereby agrees not to plead or claim the same.
12
c. Legal
Fees. In the event that, following a Change of Control, a good faith dispute arises as to whether Executive’s termination
was a Qualifying Termination, Executive shall be entitled to recover from the Company reasonable attorneys’ fees incurred by Executive
in connection with any proceeding to resolve such dispute provided that Executive shall be entitled to recover such fees in the event
that the dispute is resolved in favor of Executive.
14. Sections
409A of the Code.
a. Compliance.
The payments due under this Agreement are intended to comply with Section 409A of the Code (“Section 409A”)
or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision
of this Agreement, payments of “nonqualified deferred compensation” provided under this Agreement may only be made
upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that
may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral
shall be excluded from Section 409A to the maximum extent possible. To the extent Section 409A applies, each installment payment
provided under this Agreement shall be treated as a separate payment. Any payments of “nonqualified deferred compensation”
to be made under this Agreement by reason of a termination of employment shall only be made if such termination of employment constitutes
a “separation from service” under Section 409A. Notwithstanding the foregoing, the Company makes no representations
that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Company or any other
member of the Company Group be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred
by Executive on account of non-compliance with Section 409A.
b. Specified
Employee. Notwithstanding any other provision of this Agreement, if at the time of Executive’s termination of employment,
he or she is a “specified employee,” determined in accordance with Section 409A, any payments and benefits provided
under this Agreement that constitute “nonqualified deferred compensation” subject to Section 409A that are provided
to Executive on account of Executive’s separation from service shall not be paid until the first payroll date to occur following
the six (6)-month anniversary of Executive’s termination date (“Specified Employee Payment Date”). The aggregate
amount of any payments that would otherwise have been made during such six (6)-month period shall be paid in a lump sum on the Specified
Employee Payment Date, without interest, and thereafter, any remaining payments shall be paid without delay in accordance with their
original schedule. If Executive dies during the six (6)-month period, any delayed payments shall be paid to Executive’s estate
in a lump sum upon Executive’s death.
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c. Reimbursements
and In-Kind Benefits. To the extent required by Section 409A, each reimbursement or in-kind benefit provided under this
Agreement shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind
benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided,
in any other calendar year; (ii) any reimbursement of an eligible expense shall be paid to Executive on or before the last day of
the calendar year following the calendar year in which the expense was incurred; and (iii) any right to reimbursements or in-kind
benefits under this Agreement shall not be subject to liquidation or exchange for another benefit.
15. Counterparts
and Facsimile Signatures. This Agreement may be executed in counterparts which, taken together, shall constitute a single, enforceable
instrument; however, the Parties agree to exchange executed originals. Facsimile or electronically transmitted signatures shall have
the same force and effect as original signatures.
IN
WITNESS WHEREOF, the Company (by action of its duly authorized officer) and Executive have executed this Agreement on the date indicated
below.
VESTIS
CORPORATION:
/s/ André C. Bouchard
André C. Bouchard
EVP, Chief Legal Officer, General Counsel & Secretary
Dated: 9/17/2026
EXECUTIVE:
/s/ Russell Tiejema
Russell Tiejema
Dated:
9/17/2026
14
EXHIBIT A
RESTRICTIVE
COVENANT AGREEMENT
This
Restrictive Covenant Agreement (this “Agreement”) is between the undersigned individual (“Executive”)
and Vestis Corporation (the “Company”).
RECITALS
WHEREAS,
the Company is a leading provider of managed services and other services to business and industry, private and public institutions, and
the general public;
WHEREAS,
the Company has a proprietary interest in its business and financial plans and systems, methods of operation and other secret and confidential
information, knowledge and data (“Proprietary Information”) which includes, but is not limited to, all confidential,
proprietary or non-public information, ideas and concepts; annual and strategic business plans; financial plans, reports and systems
including, profit and loss statements, sales, accounting forms and procedures and other information regarding costs, pricing and the
financial condition of the Company and its business segments and groups; management development reviews, including information regarding
the capabilities and experience of the Company employees; intellectual property, including patents, inventions, discoveries, research
and development, compounds, recipes, formulae, reports, protocols, computer software and databases; information regarding the Company’s
relationships with its clients, customers, and suppliers and prospective clients, partners, customers and suppliers; policy and procedure
manuals, information regarding materials and documents in any form or medium (including oral, written, tangible, intangible, or electronic)
concerning any of the above, or any past, current or future business activities of the Company that is not publicly available; compensation,
recruiting and training, and human resource policies and procedures; and data compilations, research, reports, structures, compounds,
techniques, methods, processes, and know-how;
WHEREAS,
all such Proprietary Information is developed at great expense to the Company and is considered by the Company to be confidential trade
secrets;
WHEREAS,
Executive is employed by the Company and has access to the Company’s Proprietary Information, directly in the course of Executive’s
employment, and indirectly through interaction with and presentations by other the Company senior managers at executive team meetings,
WHEREAS,
the Company from time to time introduces Executive to the Company clients, customers, suppliers and others, and encourages, and provides
resources for, Executive to develop professional relationships with the Company’s clients, customers, suppliers and others;
WHEREAS,
the Company provides specialized training and skills to Executive in connection with the performance of Executive’s duties at the
Company which training involves the disclosure by the Company to Executive of Proprietary Information; and
15
WHEREAS,
the Company will be vulnerable to unfair post-employment competition by Executive because Executive has access to and knowledge of the
Company’s Proprietary Information, has a personal relationship with the Company’s clients, customers, suppliers and others,
and generates good will which Executive acknowledges belongs to the Company.
NOW,
THEREFORE, in consideration of Executive’s continuing employment with the Company, Executive is given the opportunity to receive
grants of equity-based incentives of the Company from time to time, as well as the severance and other post-employment benefits provided
to Executive pursuant to pursuant to the terms of the Employment Agreement dated June 19, 2024 (the “Employment Agreement”
) and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Executive agrees to enter
into this Agreement with the Company as a condition of continuing employment pursuant to which the Company will limit Executive’s
right to compete against the Company during and following termination of employment on the terms set forth in this Agreement. Intending
to be legally bound, the parties agree as follows:
1. DEFINITIONS.
Capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Employment Agreement.
2. NON-DISCLOSURE
AND NON-DISPARAGEMENT. Executive shall not, during or after termination of employment, directly or indirectly, in any manner utilize
or disclose to any person, firm, corporation, association or other entity, except where required by law, any Proprietary Information
which is not generally known to the public, or has not otherwise been disclosed or recognized as standard practice in the industries
in which the Company is engaged. Executive shall, during and after termination of employment, refrain from making any statements or comments
of a defamatory or disparaging nature to any third party regarding the Company, or any of the Company’s officers, directors, employees,
policies or products, other than to comply with law. The provisions of this Section 2 will continue in effect after the end of the
Term or the termination of this Agreement in accordance with the terms hereof.
3. NON-COMPETITION.
A. Subject
to Section 3.B. below, Executive, during Executive’s period of employment with the Company, and for a period of twelve (12)
months following Executive’s voluntary or involuntary termination of employment (the “Restriction Period”),
shall not, without the Company’s written permission, which shall be granted or denied in the Company’s sole discretion, directly
or indirectly, associate with (including, but not limited to, association as a sole proprietor, owner, employer, partner, principal,
investor, joint venturer, shareholder, associate, employee, member, consultant, contractor or otherwise), or acquire or maintain ownership
interest in, any Business which is competitive with that conducted by or developed for later implementation by the Company at any time
during the term of Executive’s employment. For purposes of this Agreement, “Business” shall be defined as a
person, corporation, firm, limited liability company, partnership, joint venture or other entity. Nothing in the foregoing shall prevent
Executive from investing in a Business that is or becomes publicly traded, if Executive’s ownership is as a passive investor of
less than one percent (1%) of the outstanding publicly traded stock of the Business.
16
B. The
provision set forth in Section 3.A above, shall apply to the full extent permitted by law (A) in all fifty states, and (B) in
each foreign country, possession or territory in which the Company may be engaged in, or have plans to engage in, business (x) during
Employee’s period of employment, or (y) in the case of a termination of employment, as of the effective date of such termination
or at any time during the twenty-four month period prior thereto.
C. Executive
acknowledges that these restrictions are reasonable and necessary to protect the business interests of the Company, and that enforcement
of the provisions set forth in this Section 3 will not unnecessarily or unreasonably impair Executive’s ability to obtain
other employment following the termination (voluntary or involuntary) of Executive’s employment with the Company. Further, Executive
acknowledges that the provisions set forth in this Section 3 shall apply if Executive’s employment is involuntarily terminated
by the Company for Cause; as a result of the elimination of employee’s position; for performance-related issues; or for any other
reason or no reason at all.
4. NON-SOLICITATION.
During the Restriction Period, regardless of the reason for termination, Executive shall not, directly or indirectly: (A) induce
or encourage any employee of the Company to leave the employ of the Company, (B) hire any individual who was an employee of the
Company as of the date of Executive’s termination of employment or within a six month period prior to such date, or (C) induce
or encourage any customer, client, supplier or other business relation of the Company to cease or reduce doing business with the Company
or in any way interfere with the relationship between any such customer, client, supplier or other business relation and the Company.
5. DISCOVERIES
AND WORKS. Executive hereby irrevocably assigns, transfers, and conveys to the Company to the maximum extent permitted by applicable
law Executive’s right, title and interest now or hereinafter acquired, in and to all Discoveries and Works (as defined below) created,
invented, designed, developed, improved or contributed to by Executive, either alone or jointly with others, while employed by the Company
and within the scope of Executive’s employment and/or with the use of the Company’s resources. The terms “Discoveries
and Works” include all works of authorship, inventions, intellectual property, materials, documents, or other work product (including,
without limitation, Proprietary Information, patents and patent applications, patentable inventions, research, reports, software, code,
databases, systems, applications, presentations, textual works, graphics and audiovisual materials). Executive shall have the burden
of proving that any materials or works created, invented, designed, developed, contributed to, or improved by Executive that are implicated
by or relevant to employment by the Company are not implicated by this provision. Executive agrees to (i) keep accurate records
and promptly notify, make full disclosure to, and execute and deliver any documents and to take any further actions requested by the
Company to assist it in validating, effectuating, maintaining, protecting, enforcing, perfecting, recording patenting or registering
any of its rights hereunder, and (ii) renounce any and all claims, including without limitation, claims of ownership and royalty,
with respect to all Discoveries and Works and all other property owned or licensed by the Company. Any Discoveries and Works that, within
six months after the termination of Executive’s employment with the Company, are made, disclosed, reduced to a tangible or written
form or description, or are reduced to practice by Executive and which pertain to the business carried on or products or services being
sold or developed by the Company at the time of such termination shall, as between Executive and the Company, be presumed to have been
made during such employment with the Company. Executive acknowledges that, to the fullest extent permitted by law, all Discoveries and
Works shall be deemed “works made for hire” under the Copyright Act of 1976, as amended, 17 U. S.C. Section 101. Executive
hereby grants the Company a perpetual, nonexclusive, royalty-free, worldwide, assignable, sublicensable license under all rights and
intellectual property rights (including patent, industrial property, copyright, trademark, trade secret, unfair competition and related
laws) in any Works and Discoveries, for all purposes in connection with the Company’s current and future business, that Executive
has created, invented, designed, developed, improved or contributed to prior to Executive’s employment with the Company that are
relevant to or implicated by such employment (“Prior Works”). Any Prior Works are disclosed by Executive in Schedule
1.
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6. GOVERNING
LAW AND JURISDICTION. The construction and interpretation of this Agreement shall at all times and in all respects be governed by
the laws of the State of Georgia without regard to conflicts of laws principles thereof. For purposes of any action or proceeding, arising
under this Agreement, Executive irrevocably submits to the exclusive jurisdiction of the courts of Georgia and the courts of the United
States of America located in Georgia for the purpose of any judicial proceeding arising out of or relating to this Agreement, and Executive
acknowledges that the designated forum has a reasonable relation to the Agreement and to the Parties' relationship with one another.
Notwithstanding the provisions of this Section 6, the Company may, in its discretion, bring an action or special proceeding in any
court of competent jurisdiction for the purpose of seeking temporary or preliminary relief pending resolution of a dispute. Executive
expressly consents to the application of this Section 6 to any judicial action or proceeding arising out of or relating to this
Agreement. The Company shall have the right to serve legal process upon Executive in any manner permitted by law. Executive hereby waives,
to the fullest extent permitted by applicable law, any objection that Executive now or hereafter may have to personal jurisdiction or
to the laying of venue of any action or proceeding brought in any court referenced in this Section 6 and hereby agrees not to plead
or claim the same.
7. REMEDIES.
Executive acknowledges that in the event of any violation by Executive of the provisions set forth in Sections 1, 2, 3 or 4 above, the
Company will sustain serious, irreparable and substantial harm to its business, the extent of which will be difficult to determine and
impossible to fully remedy by an action at law for money damages. Accordingly, Executive agrees that, in the event of such violation
or threatened violation by Executive, the Company shall be entitled to an injunction before trial before any court of competent jurisdiction
as a matter of course upon the posting of not more than a nominal bond, in addition to all such other legal and equitable remedies as
may be available to the Company. If the Company is required to enforce the provisions set forth in Sections 2 and 3 above by seeking
an injunction, Executive agrees that the relevant time periods set forth in Sections 2 and 3 shall commence with the entry of the injunction.
Executive further agrees that, in the event any of the provisions of this Agreement are determined by a court of competent jurisdiction
to be invalid, illegal, or for any reason unenforceable as written, such court shall substitute a valid provision which most closely
approximates the intent and purpose of the invalid provision and which would be enforceable to the maximum extent permitted by law.
18
IN
WITNESS WHEREOF, the Company (by action of its duly authorized officer) and Executive have executed this Agreement on the date indicated
below.
VESTIS
CORPORATION:
André C. Bouchard
EVP, Chief Legal Officer, General Counsel & Secretary
Dated:
EXECUTIVE:
Russell Tiejema
Dated:
19
EX-99.1 — EXHIBIT 99.1
EX-99.1
Filename: tm2626111d1_ex99-1.htm · Sequence: 3
Exhibit 99.1
Vestis Appoints Russell Tiejema as Chief Financial
Officer and Reiterates Fiscal Full-Year 2026 Financial Outlook
Experienced public company CFO brings more than
30 years of experience and a track record of driving operational and financial performance
ATLANTA – September 28, 2026
– Vestis Corporation (NYSE: VSTS) (“Vestis” or the “Company”), a leading provider of uniforms and workplace
supplies, today announced the appointment of Russell Tiejema as Executive Vice President and Chief Financial Officer, effective September 28,
2026. Mr. Tiejema succeeds Adam K. Bowen, who has served as Interim Chief Financial Officer since December 16, 2025. To ensure
a smooth transition, Mr. Bowen intends to remain with the Company through the end of October before pursuing his next chapter.
Mr. Tiejema is a proven public company
leader with experience in operational finance, capital allocation, enterprise transformation and corporate development. He most recently
served as Executive Vice President and Chief Financial Officer of US LBM, a leading distributor of specialty building materials in the
United States. Prior to joining US LBM, Mr. Tiejema spent nearly nine years as Executive Vice President and Chief Financial Officer
of Masonite International (NYSE: DOOR), a global manufacturer and distributor of interior and exterior doors, where he led the global
finance organization through a period of significant growth for the company. At Masonite, his responsibilities included financial planning
and analysis, treasury, tax, investor relations and internal audit, as well as corporate development, M&A and enterprise strategy.
“Russ joins Vestis at an exciting time
as we continue to build on the momentum we’ve created across the business,” said Jim Barber, President and Chief Executive
Officer. “With a strong track record of strengthening operational discipline, optimizing financial planning and driving performance,
Russ will play an important role as we execute our strategic priorities and position Vestis for long-term profitable growth. I look forward
to partnering with him as we continue advancing operational excellence, commercial excellence, and asset and network optimization across
the organization.”
“I also want to thank Adam for his partnership
and contributions to Vestis as Interim Chief Financial Officer,” added Mr. Barber. “His leadership helped advance our
transformation priorities, including improving pricing execution, increasing free cash flow conversion to strengthen our balance sheet,
and leading the successful outsourcing of our corporate support functions to create a more efficient and agile organization. We wish him
continued success in his next chapter.”
Earlier in his career, Mr. Tiejema spent
more than four years at Lennox International Inc. (NYSE: LII) where he held several finance leadership roles, including Vice President
of Finance and Chief Financial Officer of Lennox Residential, the company’s largest reporting segment, and Vice President of Business
Analysis and Planning. Mr. Tiejema began his career at General Motors, where he spent more than 20 years in various leadership roles
across financial planning and analysis, investor relations and operational finance. Mr. Tiejema holds an MBA in Finance from Indiana
University’s Kelley School of Business and a bachelor’s degree from Kettering University.
“I am excited to join Vestis and work
alongside Jim and the leadership team as Vestis continues its strategic business transformation,” said Mr. Tiejema. “Vestis
has made meaningful progress and has significant opportunity to continue driving long-term operational improvements that will enhance
value for our customers and shareholders.”
1
Reaffirms Fiscal Year 2026 Outlook
Consistent with the update provided in its
third quarter earnings release on August 11, 2026, the Company is reaffirming its outlook for its full fiscal year 2026.
The third quarter earnings release is available
at the investor relations section of the Company’s website at www.vestis.com.
About Vestis™
Vestis is a leader in the B2B uniform and workplace supplies category.
Vestis provides uniform services and workplace supplies to a broad range of North American customers from Fortune 500 companies to locally
owned small businesses across a broad set of end sectors. The Company’s comprehensive service offering primarily includes a full-service
uniform rental program, floor mats, towels, linens, managed restroom services, first aid supplies, and cleanroom and other specialty garment
processing.
2
Forward-Looking Statements
This release contains “forward-looking statements” within
the meaning of the securities laws. All statements that reflect our expectations, assumptions or projections about the future, other than
statements of historical fact, are forward-looking statements, including, without limitation, forecasts relating to discussions of future
operations and financial performance and statements regarding our strategy for growth, future product development, regulatory approvals,
competitive position and expenditures. In some cases, forward-looking statements can be identified by words such as “potential,”
“outlook,” “guidance,” “anticipate,” “continue,” “estimate,” “expect,”
“will,” and “believe,” and other words and terms of similar meaning or the negative versions of such words. Examples
of forward-looking statements in this release include, but are not limited to, the information and statements under the heading “Reaffirms
Fiscal Year 2026 Outlook”, and statements regarding our momentum, strategic priorities and potential for growth, expectations for
progress against our transformation priorities, and our potential for future improvement and enhancement of customer and shareholder value.
These forward-looking statements are subject to risks and uncertainties that may change at any time, and actual results or outcomes may
differ materially from those that we expected. Forward-looking statements are not guarantees of future performance and are subject to
risks, uncertainties, and changes in circumstances that are difficult to predict including, but not limited to: unfavorable macroeconomic
conditions and geopolitical instability, including as a result of the military conflict among the United States, Israel and Iran,
government shutdowns, inflationary pressures and higher interest rates; the failure to retain current customers, renew existing customer
contracts and obtain new customer contracts, which could result in continued stock volatility and potential future goodwill impairment
charges; competition in our industry; our ability to comply with certain financial ratios, tests and covenants in our credit agreement,
including the Net Leverage Ratio; our significant indebtedness and ability to meet debt obligations and our reliance on an accounts receivable
securitization facility; our ability to successfully execute or achieve the expected benefits of our business transformation and restructuring
plan and other measures we may take in the future; increases in fuel and energy costs and other supply chain challenges and disruptions,
including as a result of disruptions in international shipping through the Strait of Hormuz and the military conflicts in the Middle East
and Ukraine; implementation of new or increased tariffs and ongoing changes in U.S. and foreign government trade policies, including potential
modifications to existing trade agreements and retaliatory measures by foreign governments; increased operating costs and obstacles to
cost recovery due to the pricing and cancellation terms of our support services contracts; a determination by our customers to reduce
their outsourcing or use of preferred vendors; the outcome of legal proceedings to which we are or may become subject, including securities
litigation claims that could result in significant legal expenses and settlement and damage awards; risks associated with suppliers from
whom our products are sourced; challenge of contracts by our customers; currency risks and other risks associated with international operations,
including compliance with a broad range of laws and regulations, including the United States Foreign Corrupt Practices Act; increases
in labor costs or inability to hire and retain key or sufficient qualified personnel; continued or further unionization of our workforce;
our expansion strategy and our ability to successfully integrate the businesses we acquire and costs and timing related thereto; natural
disasters, global calamities, climate change, civil or political unrest, terrorist attacks, pandemics or other public health crises, and
other adverse incidents; liability resulting from our participation in multiemployer-defined benefit pension plans; liability associated
with noncompliance with applicable law or other governmental regulations; laws and governmental regulations including those relating to
the environment, wage and hour and government contracting; unanticipated changes in tax law; new interpretations of or changes in the
enforcement of the government regulatory framework; a cybersecurity incident or other disruptions in the availability of our computer
systems or privacy breaches; stakeholder expectations relating to environmental, social and governance (“ESG”) considerations
which may expose us to liabilities and other adverse effects on our business; any failure by Aramark to perform its obligations under
the various separation agreements entered into in connection with the separation; and a determination by the IRS that the distribution
or certain related transactions are taxable. The above list of factors is not exhaustive or necessarily in order of importance. For additional
information on identifying factors that may cause actual results to vary materially from those stated in forward-looking statements, see
the Company’s filings with the Securities and Exchange Commission (“SEC”), including “Item 1A-Risk Factors”
in the Company’s most recent Annual Report on Form 10-K and in “Item 1A-Risk Factors” of Part II in subsequently-filed
Quarterly Reports on Form 10-Q, which are available on the SEC’s website at www.sec.gov. Any forward-looking statement speaks
only as of the date on which it is made, and we assume no obligation to update or revise such statement, whether as a result of new information,
future events or otherwise, except as required by applicable law.
Investor Contact
Stefan Neely
Vallum Advisors
615-844-6248
ir@vestis.com
Media Contact
Danielle Holcomb
470-716-0917
danielle.holcomb@vestis.com
3
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