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government-trade

Dorrit Bern Off Slimmed-Down Wet Seal Board

Specialty retailer reduces director compensation, cuts directors’ ranks to seven.

Dorrit Bern, former chief executive officer of Charming Shoppes Inc., has resigned as a director of The Wet Seal Inc.

The move follows the resignation of Kathy Bronstein, the former ceo of Wet Seal, as a director earlier in the week.

The Foothill Ranch, Calif.-based teen retailer has cut the number of directors to stand for election at its annual meeting to seven from nine and reduced directors’ cash compensation 20 percent.

“By reducing director compensation and the number of directors nominated for election at our 2014 annual meeting, the board is doing its part to ensure it can respond quickly to issues as they arise and support the cost reduction efforts already taken by management,” said Lynda Davey, nonexecutive chairman of Wet Seal.

The company last year incurred a net loss of $38.4 million as sales fell 8.7 percent to $530.1 million on a 4.1 percent decline in comparable-store sales.

Under pressure from activist investor The Clinton Group, the board expanded to nine members in March, adding Deena Varshavskaya, Nancy Lublin and Adam Rothstein to its ranks. Mindy Meads resigned as a director in January when she became chief executive officer of Calypso St. Barth.

Bronstein returned to the board in 2012, nine years after she was ousted as the retailer’s vice chairman and ceo.

According to Wet Seal’s 2013 proxy, directors received an annual cash retainer of $65,000, putting the savings per director from the compensation reduction at $13,000. The audit committee chairman earns an additional $20,000 a year and other committee chairs an additional $10,000. The chairman of the board receives an additional $75,000 in compensation.

John Goodman, ceo of the firm, is the board’s only non-independent director.

In a regulatory filing with the Securities and Exchange Commission earlier this week, the company said that the resignations of Bronstein and Bern were not a result of any disagreements with the company on matters of “operations, policies or practices.”