Kathmandu's chief operating officer and finance director, Mark Todd, has resigned, but says it has nothing to do with the current takeover bid from Briscoe Group.
Mr Todd has acted as the outdoor equipment and clothing retailer's chief executive for most of the past year, while it awaited the arrival of new chief executive Xavier Simonet.
Mr Todd said it was the right time to step aside, now that Mr Simonet was on board.
"I had contracted to stay with Kathmandu in my current role until July next year, but now with Xavier on board I feel it is the right time to step aside entirely," he said.
Mr Todd also said he was confident the company could achieve its current year forecasts, which have been described as ambitious by Briscoe's main shareholder and managing director, Rod Duke.
Kathmandu has been urging shareholders to reject Briscoe's $1.80 a share offer as too low.