DEF 14A of Lifetime Brands, Inc
Filed Apr 24, 2026 · FY20250001193125-26-177145
BOARD NOMINEES AND COMMITTEE ASSIGNMENTS
BOARD NOMINEES AND COMMITTEE ASSIGNMENTS Our Board currently consists of ten directors. Ms. Veronique Gabai-Pinsky and Mr. Craig Phillips have not been nominated for re-election to the Board and their terms will end as of the Annual Meeting. There are nine director nominees for election at our Annual Meeting. Each nominee will hold office until the 2027 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. Eight of the nominees are currently serving as directors of the Company and were elected to the Board of Directors (the “Board”) at the 2025 Annual Meeting of Stockholders, except for Mr. Daniel Siegel. Immediately following the conclusion of the Annual Meeting, the size of the Board will be decreased from ten to nine directors.
BOARD NOMINEES AND COMMITTEE ASSIGNMENTS
| Name | Age | Main Occupation | Joined Board | Committee Assignment | | Jeffrey Siegel | 83 | Chairman of the Board(1) | 1967 | Chairman, Exec (Chair) | | Robert B. Kay | 64 | CEO, Lifetime Brands, Inc. | 2018 | Exec | | Jeffrey H. Evans | 57 | Former Executive Vice President, Entertainment, Toys, and Seasonal, Walmart U.S. | 2025 | Audit | | Rachael A. Jarosh | 57 | Former President and CEO, Enactus | 2020 | Nom/Gov, Comp | | Cherrie Nanninga | 77 | Partner, Real Estate Solutions Group, LLC | 2003 | Nom/Gov, Comp (Chair) | | Bruce G. Pollack | 67 | Managing Partner, Centre Partners Management LLC | 2018 | Nom/Gov, Comp | | Michael J. Regan* | 84 | Retired Certified Public Accountant | 2012 | Nom/Gov (Chair), Audit (Chair) | | Michael Schnabel | 48 | Senior Partner, Centre Partners Management LLC | 2018 | Audit | | Daniel Siegel | 56 | President, Lifetime Brands, Inc. | — | — |
BOARD NOMINEES AND COMMITTEE ASSIGNMENTS
Abbreviations: Nom/Gov = Nominating/Governance Committee; Audit = Audit Committee; Comp = Compensation Committee; Exec = Executive Committee * Independent Lead Director (1) Mr. Siegel formerly served as Executive Chairman of the Company, until March 31, 2023. Effective December 31, 2025, the Company dissolved the Environmental, Social and Governance (“ESG”) Committee and transferred all responsibilities formerly held by the ESG Committee to the full Board to oversee the Company’s culture and ethical vision and its ESG practices and to carry out such other responsibilities that were previously delegated to the ESG Committee as described in the ESG Committee Charter, in each case where appropriate and not otherwise delegated to management.
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Nine directors are proposed to be elected at the Annual Meeting to hold office until the 2027 Annual Meeting of Stockholders, and each director shall hold office until their successors are duly elected and qualified or until their earlier resignation or removal. Each of the nominees is one of our current directors, except for Mr. Daniel Siegel. With respect to Messrs. Kay, Pollack and Schnabel, as previously disclosed, the Company previously entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company; Taylor Parent; and Taylor Holdco, LLC, a Delaware limited liability company (dba Filament Brands, and which the Company refers to as “Filament”), and related entities, providing for an Agreement and Plan of Merger entered into on December 22, 2017 for the acquisition of Filament by the Company (the “Filament Acquisition”). In connection with the Merger Agreement, the Company entered into a stockholders agreement (the “Stockholders Agreement”) by and among the Company, Taylor Parent and other related stockholders. Pursuant to the Merger Agreement and the Stockholders Agreement, the Company was required to appoint three Taylor Parent designees to the Board. On March 1, 2018, effective upon the closing of the Filament Acquisition, the Board unanimously voted to expand the Board and to appoint Messrs. Kay, Pollack and Schnabel to fill the newly created vacancies on the Board. Messrs. Kay, Pollack and Schnabel were subsequently elected to the Board by the Company’s stockholders at the 2018 through 2025 Annual Meetings and are standing for re-election to the Board at the Annual Meeting. The following nine nominees have been recommended by the Board. It is the intention of the persons named as proxies in the enclosed proxy card to vote the shares covered thereby FOR the election of the nine persons named below, unless a proxy card received by them contains contrary instructions: Director Nominees
ELECTION OF DIRECTORS
| Jeffrey Siegel is Chairman of the Board and has held this position since June 2001. Mr. Siegel served the Company in various capacities and has been a director of the Company since 1967. Mr. Siegel held the position of President from December 1999 to 2013, the position of Chief Executive Officer from December 2000 to March 2018 and the position of Executive Chairman from March 2018 until March 31, 2023. Mr. Siegel is the father of Daniel Siegel, the Company’s President and a director nominee. | |
ELECTION OF DIRECTORS
| | Robert B. Kay is our Chief Executive Officer and has served in such role since the consummation of the Filament Acquisition in March 2018. Mr. Kay previously served as the Chairman and Chief Executive Officer of Filament from 2012 to 2018. Mr. Kay began his career at Deloitte & Touche where he spent six years as a management consultant. From 1993 until 1998, he served as the Senior Vice President and Chief Financial Officer of Oxford Resources Corp., a Nasdaq-listed consumer finance company. From 1999 to 2005, Mr. Kay was President and Chief Executive Officer of Key Components, Inc., a diversified industrial company. In 2006, Mr. Kay joined Kaz, Inc. as Executive Chairman until the company was sold to a publicly traded strategic buyer in 2010. Since 2005, Mr. Kay has been a member of the operating partner network of Centre Partners Management LLC, which, through its affiliates, beneficially owns a majority of the capital stock of Taylor Parent, LLC. Mr. Kay also serves on the board of Nearly Natural, LLC, a private portfolio company of Centre Partners Management LLC. |
ELECTION OF DIRECTORS
| Jeffrey H. Evans is the Chief Commercial Officer for the Reebok brand at Galaxy Employee Corporation. Prior to that, Mr. Evans was the President/Chief Merchandising officer of At Home, a $2 billion home décor retailer, and also served in the Office of the CEO role in partnership with the COO and CFO, from 2023-2024. Before joining At Home, Mr. Evans spent 16 years with Walmart, from 2006-2022, where he held leadership roles in the Walmart US and Sam’s Club divisions, as Executive Vice President of Electronics, Toys and Seasonal for Walmart US from 2020 to 2022 and as Senior Vice President and General Merchandise manager for home/apparel categories for Walmart US from 2012-2020. Prior to his tenure at Walmart, Jeff began his career at Filene’s Department stores. Mr. Evans holds a BA in Finance from Ithaca College. | |
ELECTION OF DIRECTORS
| | Rachael A. Jarosh most recently served as President and Chief Executive Officer of Enactus, a global experiential learning platform for emerging social entrepreneurs building pre-seed to early-stage businesses. Prior, Ms. Jarosh served as President of the foundation and led global communications for Pentair plc, and held various roles at RBC Dain Rauscher, Supervalu, Inc. (now UNFI), and Carmichael Lynch Spong. She began her career as an attorney in 1993. She serves as Chair of the Board for the United Nations High Commission for Refugees. |
ELECTION OF DIRECTORS
| Cherrie Nanninga has been a partner of Real Estate Solutions Group, LLC, a privately-held real estate consulting firm, since May 2014 and prior to that was the Chief Operating Officer of the New York Tri-State Region of CBRE, a commercial real estate firm, since 2002. For 23 years prior thereto, Ms. Nanninga was employed by The Port Authority of New York and New Jersey where she most recently served as Deputy Chief Financial Officer and Director of Real Estate. | |
ELECTION OF DIRECTORS
| | Bruce G. Pollack is a Managing Partner of Centre Partners Management LLC, where he has been employed since 1991. Mr. Pollack began his career in the investment banking division of Becker Paribas Incorporated and Merrill Lynch Capital Markets. Mr. Pollack currently serves on the Board of Directors of Taylor Parent, LLC, Sabrosura Foods, LLC, Seafood Kitchen Holding, LLC, Nearly Natural, LLC, Golding Farms Foods, Inc., Midwest Mobility Solutions, Inc. and One World Fitness PFF, LLC, each a private portfolio company of Centre Partners Management LLC. Mr. Pollack previously served on the Boards of Directors of a number of companies including Taylor Precision Products, Inc. (until March 2018), Bellisio Foods, Inc., Bumble Bee Foods, L.P., KIK Corporation Holdings, Inc., Salton, Inc. and a number of other private companies. Mr. Pollack received a B.A. from Brandeis University. |
ELECTION OF DIRECTORS
| Michael J. Regan is a retired certified public accountant. From 1996 to 2002, Mr. Regan was the Vice Chairman and Chief Administrative Officer of KPMG LLP, a leading independent public accounting firm, and he was the lead audit partner for many Fortune 500 companies during his 40-year tenure with KPMG (1962 to 2002). The Board has determined that Mr. Regan is an “Audit Committee Financial Expert,” as defined by SEC rules. | |
ELECTION OF DIRECTORS
| | Michael Schnabel is a Senior Partner of Centre Partners Management LLC. Mr. Schnabel joined Centre Partners Management LLC in 2002. Prior to joining Centre Partners Management LLC, he served as Director of Finance at OmniSky Corporation after having worked in Donaldson, Lufkin & Jenrette Securities Corp.’s investment banking department. Mr. Schnabel currently serves on the Board of Directors of Taylor Parent, LLC, Covenant Care, LLC, Nearly Natural, LLC, Sun Orchard, Inc., Sabrosura Foods, LLC, KNS International, LLC and Seafood Kitchen Holding, LLC, each of which is either a private portfolio company of Centre Partners Management LLC or a subsidiary of the Company. He previously served on the Board of Directors of ActionEmco Acquisition, LLC, Bellisio Foods, Inc., Bradford Health Services, LLC, Captain D’s, LLC, CDSI Holding Company, Inc., Group Dekko Holdings, Inc., Stonewall Kitchen LLC and Uno Restaurant Holdings Corp. Mr. Schnabel received a B.S. from Duke University. |
ELECTION OF DIRECTORS
| Daniel Siegel is our President and has held this position since 2013. Mr. D. Siegel has served the Company in various positions of increasing responsibility since 1992. Mr. D. Siegel held the positions of Executive Vice President of Sales from 2006 to 2008, Executive Vice President of Corporate Invention Strategies from 2008 to 2010 and was an Executive Vice President from 2010 to 2013. Mr. D. Siegel is the son of Jeffrey Siegel, Chairman of our Board. | |
ELECTION OF DIRECTORS
Key Qualifications of Director Nominees The following chart sets forth the specific experience, qualifications, attributes or skills that led to the Board’s determination that each director nominee is qualified to serve on the Board. Because it is a summary, it does not include all of the skills, experiences, and qualifications that each director offers, and the fact that a particular experience, skill, or qualification is not listed does not mean that a director does not possess it. All of our directors exhibit high integrity, an appreciation for a range of interdisciplinary backgrounds and thought, innovative thinking, a proven record of success, and deep knowledge of corporate governance requirements and best practices.
ELECTION OF DIRECTORS
| Nominee | Key Qualifications | | Jeffrey Siegel | Served as our Executive Chairman until his transition to Chairman of the Board in 2023; extensive knowledge of our strategy, operations and financial position and of the housewares and retail industries. | | Robert B. Kay | Serves as our Chief Executive Officer; distinguished career as the Chief Executive Officer in the housewares industry; experience gained in leadership positions in various industries. | | Jeffrey H. Evans | Extensive experience in management positions across different retail formats; deep knowledge in ecommerce and merchandising over a wide-range of businesses; consistent track record of building brands with strength in sourcing and product development; skilled in talent and organizational management. | | Rachael A. Jarosh | Strong background in communications, finance and general management with deep knowledge of private sector ESG matters; strong legal experience as counsel in corporate practice and in private practice, and knowledge of investment banking with a background in investment research and banking at a large bank. | | Cherrie Nanninga | Extensive experience as a financial and operations executive; experience as Deputy Chief Financial Officer of a large public sector organization and Chief Operating Officer of a large division of a multinational company; knowledge of the Company and the housewares industry through board service. | | Bruce G. Pollack | Extensive investment banking and private equity experience; board of director leadership experience through portfolio companies of Centre Partners Management LLC. | | Michael J. Regan | Notable career with extensive public company board experience; experience as an audit partner in a large international accounting firm; financial, business and strategic acumen and knowledge of the retail and consumer products industries. | | Michael Schnabel | Extensive investment banking and private equity experience; board of director leadership experience through portfolio companies of Centre Partners Management LLC. | | Daniel Siegel | Serves as our President; extensive knowledge of our strategy, operations and financial position; experience with product development and innovation, sales and marketing and knowledge of the housewares and retail industries. |
ELECTION OF DIRECTORS
Each of the nominees has consented to being named in this Proxy Statement and to serve on the Board if elected. We have no reason to believe that any of the nominees will not be a candidate or will be unable to serve. However, should any of the foregoing nominees become unavailable for any reason, the persons named as proxies in the enclosed proxy card intend to vote for such other person or persons as the Board may nominate. Our director nominees are highly qualified and, as a group, embody an effective and robust mix of skills and experience, as shown in the matrix below. Skills Matrix
ELECTION OF DIRECTORS
| | J. Evans | R. Jarosh | R. Kay | C. Nanninga | B. Pollack | M. Regan | M. Schnabel | D. Siegel | J. Siegel | | Knowledge, Skills and Experience | | | | | | | | | | | Public Company Board Experience | | X | X | X | X | X | X | | X | | Financial Literacy | X | X | X | X | X | X | X | X | X | | Risk Management | X | | X | X | X | X | X | | X | | Accounting | | | | | X | X | X | | X | | Corporate Governance | | X | | X | X | X | X | | X | | Legal/Regulatory | | | | X | | | | | | | Human Capital/Compensation | X | X | X | X | X | X | X | X | X | | Executive Experience | X | X | X | X | X | X | X | X | X | | Strategic Planning/Oversight | X | X | X | X | X | X | X | X | X | | Mergers and Acquisitions | | | X | X | X | X | X | X | X | | Housewares/Retail Industry | X | X | X | X | X | X | X | X | X |
PROCESS FOR STOCKHOLDERS TO RECOMMEND DIRECTOR NOMINEES
PROCESS FOR STOCKHOLDERS TO RECOMMEND DIRECTOR NOMINEES Our Board, through our Nominating and Governance Committee, will consider nominees recommended by stockholders as long as, consistent with our Nominating and Governance Committee charter, such recommendations are timely received in accordance with the Company’s By-Laws, as may be amended from time to time. A stockholder wishing to recommend a candidate must submit the following documents to the Corporate Secretary, Lifetime Brands, Inc., 1000 Stewart Avenue, Garden City, New York 11530, not less than 120 calendar days prior to the one-year anniversary date of the immediately preceding year’s annual meeting of stockholders:
PROCESS FOR STOCKHOLDERS TO RECOMMEND DIRECTOR NOMINEES
| ● | A recommendation that identifies the candidate and provides contact information for that candidate; |
PROCESS FOR STOCKHOLDERS TO RECOMMEND DIRECTOR NOMINEES
| ● | The written consent of the candidate to serve as a director of the Company, if elected; and |
PROCESS FOR STOCKHOLDERS TO RECOMMEND DIRECTOR NOMINEES
| ● | If the candidate is to be evaluated by the Nominating and Governance Committee, the Corporate Secretary will request from the candidate a detailed resume, an autobiographical statement explaining the candidate’s interest in serving as a director of the Company, a completed statement regarding conflicts of interest, and a waiver of liability for a background check. |
PROCESS FOR STOCKHOLDERS TO RECOMMEND DIRECTOR NOMINEES
The Nominating and Governance Committee evaluates all candidates based on the same criteria, regardless of who recommended the candidate.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION Fees paid to our non-employee directors are based on the following schedule. However, in June 2025, in connection with certain cost reduction efforts undertaken by the Company following the changes in U.S. trade policy and resulting tariffs, the Board agreed to reduce the unpaid portion of their annual cash retainer awards set forth in the following schedule by 10% effective for the period beginning on June 18, 2025 and ending on December 31, 2025. Additionally, the Company reimbursed directors approximately $14,000 for reasonable and customary travel and related expenses in connection with attending Board and committee meetings and related business activities.
DIRECTOR COMPENSATION
| Board of Directors Annual Retainer (Effective January 1, 2025 through June 18, 2025) | | | Cash (1) | $60,000 | | Restricted Common Stock | $105,000 | | Total | $165,000 | | Committee Chair Annual Cash Retainer | | | Chair of Audit or Compensation Committee (1) | $20,000 | | Chair of Nominating/Governance or Committee (1) | $10,000 | | Committee Member Annual Cash Retainer (1) | $2,000 | | Lead Independent Director Annual Cash Retainer (1) | $30,000 | | Chairman Annual Cash Retainer (1) | $50,000 | | Cash Fee for Each Meeting Attended | | | Board Meeting | $2,000 | | Committee Meeting | $500 |
DIRECTOR COMPENSATION TABLE
DIRECTOR COMPENSATION TABLE The following table sets forth compensation paid to our non-employee directors for 2025.
DIRECTOR COMPENSATION TABLE
| Name | Fees earned or paid in cash | Stock awards (2) (3) | All Other Compensation | Total | | Jeffrey Siegel | $123,400 | $105,000 | $— | $228,400 | | Jeffrey H. Evans (4) | 71,633 | 148,721 | — | 220,355 | | Rachael A. Jarosh | 83,800 | 105,000 | — | 188,800 | | Cherrie Nanninga | 99,900 | 105,000 | — | 204,900 | | Craig Phillips | 76,900 | 105,000 | — | 181,900 | | Veronique Gabai-Pinsky | 81,500 | 105,000 | — | 186,500 | | Bruce G. Pollack | 82,800 | 105,000 | — | 187,800 | | Michael J. Regan | 135,000 | 105,000 | — | 240,000 | | Michael Schnabel | 76,900 | 105,000 | — | 181,900 |
DIRECTOR COMPENSATION TABLE
| (1) Actual amounts, as reflected in the Director Compensation Table for 2025, paid to each non-employee director during the period beginning on June 18, 2025 and ending on December 31, 2025 were reduced by 10% as described above in connection with certain cost reduction efforts undertaken by the Company. |
DIRECTOR COMPENSATION TABLE
| (2) Represents the aggregate grant date fair value of the awards as determined under Financial Accounting Standards Board Accounting Standards Codification Topic No. 718-20, Awards Classified as Equity, recognized by the Company for awards granted during 2025. For information, including assumptions, regarding the valuation of these awards refer to Note 9 to the Company’s Consolidated Financial Statements for the year ended December 31, 2025 included in the 2025 Annual Report, and the Company’s discussion of Significant Accounting Policies under the heading “Share-based compensation” included on page F-12 of the 2025 Annual Report. |
DIRECTOR COMPENSATION TABLE
| (3) Consists of restricted stock awards valued at the closing market price of the Company’s common stock on the date of grant. |
DIRECTOR COMPENSATION TABLE
| (4) Mr. Evans’s stock awards include an initial award made in connection with Mr. Evan’s commencement of Board service, as well as the annual award made to directors on June 18, 2025. |
DIRECTOR COMPENSATION TABLE
The following table sets forth the aggregate number of restricted shares of our common stock and shares of our common stock issuable upon the exercise of stock options held by each non-employee director at December 31, 2025.
DIRECTOR COMPENSATION TABLE
| Name | Restricted shares | Vested stock options | Unvested stock options | | Jeffrey Siegel (1) | 27,777 | 75,000 | — | | Jeffrey H. Evans (1)(2) | 34,921 | — | — | | Rachael A. Jarosh (1) | 27,777 | — | — | | Cherrie Nanninga (1) | 27,777 | — | — | | Craig Phillips (1) | 27,777 | — | — | | Veronique Gabai-Pinsky (1) | 27,777 | — | — | | Bruce G. Pollack (1) | 27,777 | — | — | | Michael J. Regan (1) | 27,777 | — | — | | Michael Schnabel (1) | 27,777 | — | — |
DIRECTOR COMPENSATION TABLE
Note:
DIRECTOR COMPENSATION TABLE
| (1) 27,777 restricted shares were granted to each of our directors on June 18, 2025 and fully vest on June 18, 2026. |
DIRECTOR COMPENSATION TABLE
| (2) 7,144 restricted shares were granted to Mr. Evans on January 17, 2025 and fully vested on January 17, 2026. |
COMPENSATION PHILOSOPHY AND OBJECTIVES
| ● | Both short-term and long-term financial and business objectives should be incentivizing; and |
ROLE OF COMPENSATION CONSULTANT
ROLE OF COMPENSATION CONSULTANT Our Compensation Committee has engaged Pearl Meyer as its independent outside compensation consultant to provide services related to executive and non-employee director compensation. Pearl Meyer does not provide other services unless approved by our Compensation Committee. In 2024, Pearl Meyer provided competitive data and a market analysis, which was used by our Compensation Committee in evaluating the 2025 compensation of our Chief Executive Officer and our non-employee directors. Pearl Meyer assists our Compensation Committee in its evaluation of our compensation philosophy and with the development of relevant metrics used by our Compensation Committee to assure internal pay equity and market parity. It also provides compensation data and information relative to our peer group. As required under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, our Compensation Committee analyzed whether the services of Pearl Meyer could result in any conflicts of interest, giving consideration to the following factors:
ROLE OF COMPENSATION CONSULTANT
| ● | Pearl Meyer does not provide any services to us other than as approved by our Compensation Committee; |
ROLE OF COMPENSATION CONSULTANT
| ● | The fees we paid amount to less than 1% of Pearl Meyer’s total revenue for the applicable period; |
ROLE OF COMPENSATION CONSULTANT
| ● | The policies and procedures of our Compensation Committee were designed to ensure independence; |
ROLE OF COMPENSATION CONSULTANT
| ● | Pearl Meyer does not have any business or personal relationship with any of our executive officers or any member of our Compensation Committee; and |
ROLE OF COMPENSATION CONSULTANT
| ● | Neither Pearl Meyer nor any of its consultants who provide services to our Compensation Committee own any of our stock. |
ROLE OF COMPENSATION CONSULTANT
Our Compensation Committee has determined that the services of Pearl Meyer, including the individual compensation advisors employed by it, have not created any conflicts of interest. On an annual basis, our Compensation Committee will continue to monitor the independence of its compensation consultant.
PEER GROUP DEVELOPMENT
PEER GROUP DEVELOPMENT Pearl Meyer developed a peer group of companies of comparable industry, size, and business operations for review and approval by our Compensation Committee. The peer companies were selected to represent companies in the household durables, leisure products, and textiles, apparel, and luxury goods industries that are within an appropriate size range to Lifetime Brands. Selected peers typically fall within revenue and market capitalization ranges of 0.5x – 2.5x and 0.25x – 4x Lifetime Brands, respectively. For fiscal 2025, the peer group used to inform compensation decisions was based on a peer group analysis completed by Pearl Meyer in late 2023 and which the Compensation Committee determined continues to be relevant and appropriate. The group is composed of the following companies:
PEER GROUP DEVELOPMENT
| ● | Delta Apparel |
PEER GROUP DEVELOPMENT
| ● | Hamilton Beach Brands Holding Co. |
PEER GROUP DEVELOPMENT
| ● | Helen of Troy Limited |
PEER GROUP DEVELOPMENT
| ● | iRobot Corporation |
PEER GROUP DEVELOPMENT
| ● | JAKKS Pacific |
PEER GROUP DEVELOPMENT
| ● | Johnson Outdoors Inc. |
PEER GROUP DEVELOPMENT
| ● | Lands’ End, Inc. |
PEER GROUP DEVELOPMENT
| ● | Movado Group, Inc. |
PEER GROUP DEVELOPMENT
| ● | Oxford Industries, Inc. |
PEER GROUP DEVELOPMENT
| ● | Solo Brands |
PEER GROUP DEVELOPMENT
| ● | Superior Group of Companies |
PEER GROUP DEVELOPMENT
| ● | The Buckle, Inc. |
PEER GROUP DEVELOPMENT
| ● | Unifi, Inc. |
PEER GROUP DEVELOPMENT
| ● | Universal Electronics Inc. |
PEER GROUP DEVELOPMENT
| ● | Vera Bradley, Inc. |
PEER GROUP DEVELOPMENT
| ● | YETI Holdings, Inc. |
PEER GROUP DEVELOPMENT
Our Compensation Committee believes that the companies included in the peer group are the most comparable public companies; however, most of our direct competitors are either smaller, international or privately held. Our Compensation Committee considers the competitive data compiled by Pearl Meyer as reference points, but does not “benchmark” to specific pay levels when establishing goals and objectives relevant to our compensation policy.
ELEMENTS OF COMPENSATION
We maintain employment agreements with each of our current NEOs, which agreements set forth the amount of base salary payable to Messrs. Kay, D. Siegel, and Winoker, which may be increased by the Company from time to time. Any base salary increases for Messrs. D. Siegel and Winoker are determined by the Chief Executive Officer, in consultation with our Compensation Committee, taking into consideration each executive’s roles and responsibilities within the Company, as well as the amount and components of aggregate compensation for comparable positions in our peer group of companies. Changes to Salary for 2025 In connection with certain cost reduction efforts undertaken by the Company in light of the changes in U.S. trade policy and resulting tariffs, our NEOs voluntarily agreed to temporarily reduce their base salaries by 7.5%. These reductions were in effect during the period beginning on June 16, 2025 and ending on December 15, 2025. These temporary reductions did not apply to the calculation of any target annual bonus, which was calculated based on the base salary in effect prior to the reductions, and these reductions would not have impacted an NEO’s severance in the event of a termination event. Annual Bonuses Annual bonuses are intended to compensate NEOs for achievement of specific short-term performance goals for a specified performance period and are based on achievement of both a Company performance metric and individual performance goals. Bonuses are awarded pursuant to the Company’s Amended and Restated 2000 Incentive Bonus Compensation Plan and each NEO’s employment agreement. For 2025, our Compensation Committee determined that the Company performance metric applicable to annual bonuses would be based on Adjusted EBITDA (as defined below). Messrs. Kay, D. Siegel and Winoker were each eligible to receive annual bonuses for 2025. For each NEO eligible to receive an annual bonus for 2025, the weighting for both of the Adjusted EBITDA and Individual Goal components are shown in the table below.
ELEMENTS OF COMPENSATION
Our Compensation Committee has determined that Adjusted EBITDA is an appropriate measure because the Company uses this financial measure in evaluating the Company’s ongoing financial results and trends. In addition, management uses this non-GAAP information as an indicator of business performance. It is also one of the measures used to calculate financial covenants required to be provided to the Company’s lenders pursuant to its debt agreements. The Compensation Committee notes that Adjusted EBITDA as used for compensation purposes may differ from the definition of Adjusted EBITDA used in the Company’s debt agreements, and such differences are described in Appendix A. In determining the use of Adjusted EBITDA as the Company performance metric, the Compensation Committee was also guided by the extent to which this metric is within the control of the respective NEOs. Each NEO’s employment agreement provides for a target annual bonus based on Adjusted EBITDA (“Adjusted EBITDA Target Bonus”) and a target annual bonus based on individual goal achievement (“Individual Goal Target Bonus”). The portion of the Adjusted EBITDA Target Bonus payable to each NEO for each year (the “Annual Adjusted EBITDA Performance Bonus”), if any, is based on an Annual Adjusted EBITDA Performance Table prepared by our Compensation Committee and the annual budget reviewed and approved by the Board and in accordance with the NEO’s employment agreement. The percentage of each NEO’s Annual Adjusted EBITDA Performance Bonus in the event of threshold, target, and maximum performance goal achievement is as follows:
ELEMENTS OF COMPENSATION
| Executive | Threshold Payout (% of Adjusted EBITDA Target Bonus Payout) | Target Payout (% of Adjusted EBITDA Target Bonus Payout) | Maximum Payout (% of Adjusted EBITDA Target Bonus Payout) | | Robert Kay | 50% | 100% | 200% | | Daniel Siegel | 50% | 100% | 150% | | Laurence Winoker | 50% | 100% | 200% |
ELEMENTS OF COMPENSATION
Each NEO is entitled to receive sliding scale payout percentages if Adjusted EBITDA achieved by the Company is between Adjusted EBITDA Performance Bonus levels. The Adjusted EBITDA Performance Bonus for any year will be zero if the Adjusted EBITDA achieved by the Company for such year is less than the threshold Adjusted EBITDA goal for such year, and in no event will an Annual Adjusted EBITDA Performance Bonus be more than 200% of the Adjusted EBITDA Target Bonus, in the case of Messrs. Kay and Winoker, and 150% of the Adjusted EBITDA Target Bonus in the case of Mr. D. Siegel. The portion of the Individual Goal Target Bonus payable to each NEO for each year (the “Annual Individual Goal Bonus”), if any, is determined (i) in the case of Mr. Kay, based on his satisfaction of individual performance objectives set by our Compensation Committee, and (ii) in the cases of Messrs. D. Siegel and Winoker, based on their satisfaction of individual performance objectives set by Mr. Kay in consultation with our Compensation Committee. Each NEO’s employment agreement provides that: if an NEO satisfies 100% of such objectives, he is entitled to an Annual Individual Goal Bonus equal to 100% of the Individual Goal Target Bonus; if an NEO satisfies less than 100% of such objectives but at least 50% of such objectives, he is entitled to an Annual Individual Goal Bonus equal to at least 50% of the Individual Goal Target Bonus; and if an NEO meets less than 50% of such objectives, he is not entitled to receive any Annual Individual Goal Bonus. The individual goals established for each of the NEOs for 2025 are discussed below. At the end of the 2025 fiscal year, Mr. Kay prepared written materials for our Compensation Committee with his assessment of whether his individual goals were achieved during the year. Messrs. D. Siegel and Winoker prepared written materials for Mr. Kay, for presentation to and consultation with our Compensation Committee, with their assessments of whether their respective individual goals were achieved during the year. Our Compensation Committee reviewed these materials and assessed independently the extent to which their individual goals were achieved. As set forth in the table below, we achieved an Adjusted EBITDA of $47.4 million for the 2025 fiscal year, which was below the threshold performance level of $48.3 million. Adjusted EBITDA for 2025, which is a non-GAAP measure, is equal to the Company’s adjusted earnings before interest (including mark to market loss on interest rate derivatives), income taxes, depreciation and amortization, adjusted to exclude goodwill impairment, gain on disposition of fixed assets, non-cash share based compensation expense, legal settlement gain, net, acquisition-related expenses, restructuring expenses, severance expense, and warehouse redesign expenses, as determined by the Company and derived from the Company’s audited financial statements. A reconciliation of the Company’s net loss (the most directly comparable GAAP measure) to Adjusted EBITDA is included in Appendix A.
ELEMENTS OF COMPENSATION
| 2025 Annual Bonus Metric and Achievement | | | | | | | | | | Financial Metric | Threshold Performance Level | Target Performance Level | Maximum Performance Level (D. Siegel and Winoker) | Maximum Performance Level (Kay) | Actual Performance Achieved | Payout % of Adjusted EBITDA Target Bonus (Kay) | Payout % of Adjusted EBITDA Target Bonus (D. Siegel) | Payout % of Adjusted EBITDA Target Bonus (Winoker) | | Adjusted EBITDA | $48,300,000 | $57,500,000 | $66,700,000 | $75,900,000 | $47,351,000 | 0% | 0% | 0% |
ELEMENTS OF COMPENSATION
Mr. Kay’s individual goals for 2025 included: improving profitability in international operations, expanding distribution channels and new product launches in international markets; driving growth for the Mikasa hospitality business; developing a supply chain diversification plan; identifying transformational mergers and acquisitions opportunities for the Board’s review; executing the U.S. warehouse relocation plans; achieving growth for a key brand and developing new product lines. Our Compensation Committee evaluated Mr. Kay’s achievement of his individual goals and determined that 100% of the goals were met. Mr. D. Siegel’s individual goals for 2025 included: realigning the sales organization to maximize efficiency and effectiveness; developing go-to-market strategies across U.S. divisions; optimizing the product design process; developing a strategy to address U.S. tariff policy changes; and enhancing the Company’s brand portfolio strategy. Our Chief Executive Officer, in consultation with our Compensation Committee, evaluated Mr. D. Siegel’s achievement of his individual goals and determined that 100% of the goals were met. Mr. Winoker’s individual goals for 2025 included: maintaining adequate liquidity levels to address impacts of U.S. tariff policy changes on working capital, ensuring the effective integration of international finance functions to the U.S. finance organization, and developing the finance organization. Our Chief Executive Officer, in consultation with our Compensation Committee, evaluated Mr. Winoker’s achievement of his individual goals and determined that 100% of the goals were met. Consistent with our pay for performance philosophy, the Board determined that, notwithstanding each NEO’s achievement of 100% of his individual goals for 2025, no annual bonuses would be paid in light of the Company’s 2025 Adjusted EBITDA performance. Equity Compensation Equity compensation is intended to incentivize and to promote alignment between our employees and our stockholders. Additionally, our performance shares reward NEOs if the Company achieves specified performance goals, and restricted stock incentivizes retention based on the period during which the restrictions lapse, which is typically four years. Each NEO generally receives an annual equity grant in connection with annual performance reviews based on an assessment of such NEO’s individual performance and, where appropriate, the performance of such NEO’s business unit (division), as well as our overall performance and the dilutive effect of the equity awards. Our annual equity compensation program generally consists of a mix of 50% time-based restricted stock awards and 50% performance shares. The time-based restricted stock vests 25% per year in four equal installments commencing on the first anniversary of the date of grant. The performance shares provide an opportunity for shares to be earned at the end of a three-year performance period if pre-established financial goals are met. These goals have been tailored to be challenging to achieve, so as to incentivize our NEOs to maximize their performance. Adjusted EBITDA was established as the performance metric for our performance shares granted in 2023, 2024 and 2025, each with a three-year performance period. The final number of shares earned pursuant to our performance shares granted in 2023 is dependent on the cumulative adjusted EBITDA results over the 2023 through 2025 performance period with threshold, target and maximum awards equal to 75%, 100% and 150%, respectively, of the target number of performance shares awarded on the grant date. For purposes of the performance shares granted in 2023, “Adjusted EBITDA” is defined as our consolidated earnings before interest (including mark to market gain/loss on interest rate derivatives), income taxes, depreciation and amortization, adjusted to exclude goodwill impairment, gain on disposition of fixed assets, equity in losses, net of tax, loss on equity securities, non-cash share based compensation expense, legal settlement gain, net, contingent consideration fair value adjustments, gain on extinguishments of debt, net, restructuring expenses, acquisition-related expenses, severance expense and warehouse redesign expenses. Adjusted EBITDA is a non-GAAP financial measure. A reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure is included in Appendix A. Our performance shares granted in 2023 for the three-year performance period that ended on December 31, 2025 resulted in the following percentage payouts:
ELEMENTS OF COMPENSATION
| Performance Metrics | Weight | Threshold (in thousands) | Target (in thousands) | Maximum (in thousands) | Actual (in thousands) | Performance Achievement Level Earned | | Adjusted EBITDA | 100% | $164,527 | $195,866 | $227,204 | $160,030 | Below Threshold |
ELEMENTS OF COMPENSATION
| Executive | Performance Shares Target | Performance Shares Earned as a % of Target | Actual Performance Shares Earned | | Robert Kay | 75,000 | —% | 0 | | Daniel Siegel | 17,500 | —% | 0 | | Laurence Winoker | 11,000 | —% | 0 |
COMPENSATION RISK MANAGEMENT
| • | the allocation of compensation between cash compensation and equity compensation, combined with the vesting schedule under the equity plan, discourages short-term risk-taking; and |
COMPENSATION RISK MANAGEMENT
| • | the approach to goal setting, setting of targets with payouts at multiple levels of performance, capping the amount of the Company’s incentive payouts, and the evaluation of performance results assist in mitigating excessive risk-taking. |
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE The following table sets forth information concerning the compensation of our NEOs.
SUMMARY COMPENSATION TABLE
| Name, principal position | Year | Salary (1) | Non-Equity incentive plan compensation | Stock awards (2) (3) | All other compensation (4) | Total | | Robert Kay | 2025 | $962,500 | $— | $2,021,076 | $54,875 | $3,038,451 | | Chief Executive Officer | 2024 | 1,000,000 | 998,667 | 1,854,400 | 54,875 | 3,907,942 | | | 2023 | 983,462 | 835,100 | 888,000 | 53,675 | 2,760,237 | | Daniel Siegel President | 2025 | 697,813 | — | 328,320 | 18,000 | 1,044,133 | | | 2024 | 725,000 | 725,500 | 390,400 | 18,000 | 1,858,900 | | | 2023 | 673,254 | 598,317 | 207,200 | 18,000 | 1,496,771 | | Laurence Winoker Executive Vice President, Treasurer and Chief Financial Officer | 2025 | 442,750 | — | 138,510 | 12,000 | 593,260 | | | 2024 | 460,000 | 306,900 | 244,000 | 12,000 | 1,022,900 | | | 2023 | 446,250 | 226,200 | 130,240 | 12,000 | 814,690 |
SUMMARY COMPENSATION TABLE
Notes:
SUMMARY COMPENSATION TABLE
| (1) In 2025, each of our NEOs voluntarily took a temporary base salary reduction from June 16, 2025 until December 15, 2025 as part of certain cost reduction efforts in light of the changes in U.S. trade policy and resulting tariffs. |
SUMMARY COMPENSATION TABLE
| (2) Represents the aggregate grant date fair value of the awards as determined under Financial Accounting Standards Board Accounting Standards Codification Topic No. 718-20, Awards Classified as Equity, which was recognized by the Company for awards granted during 2025, 2024 and 2023. For information, including assumptions, regarding the valuation of these awards refer to Note 9 to the Company’s Consolidated Financial Statements for the year ended December 31, 2025 included in the 2025 Annual Report and the Company’s discussion of Significant Accounting Policies under the heading “Share-based compensation” included on page F-12 of the 2025 Annual Report. |
SUMMARY COMPENSATION TABLE
| (3) The grant date fair value of the performance shares included in this column is the target payout based on the probable outcome of the performance-based conditions determined as of the grant date. The maximum potential payout of the performance-share awards is 150% of the target shares awarded on the grant date. The maximum value of the performance shares granted in 2025 determined as of the grant date would be as follows for each respective executive officer: Mr. Kay: $1,515,807, Mr. D. Siegel: $246,240, and Mr. Winoker: $103,883. |
SUMMARY COMPENSATION TABLE
| (4) All Other Compensation includes the following: |
SUMMARY COMPENSATION TABLE
| Name | Year | Insurance reimbursement | Automobile related | Professional fees | Total all other compensation | | Robert Kay | 2025 | $29,425 | $18,000 | $7,450 | $54,875 | | | 2024 | 29,425 | 18,000 | 7,450 | 54,875 | | | 2023 | 29,425 | 18,000 | 6,250 | 53,675 | | Daniel Siegel | 2025 | — | 18,000 | — | 18,000 | | | 2024 | — | 18,000 | — | 18,000 | | | 2023 | — | 18,000 | — | 18,000 | | Laurence Winoker | 2025 | — | 12,000 | — | 12,000 | | | 2024 | — | 12,000 | — | 12,000 | | | 2023 | — | 12,000 | — | 12,000 |
GRANTS OF PLAN-BASED AWARDS DURING FISCAL YEAR ENDED DECEMBER 31, 2025
GRANTS OF PLAN-BASED AWARDS DURING FISCAL YEAR ENDED DECEMBER 31, 2025 The following table sets forth information regarding grants of plan-based compensation to the NEOs during 2025.
GRANTS OF PLAN-BASED AWARDS DURING FISCAL YEAR ENDED DECEMBER 31, 2025
| Name | Grant date | Estimated possible payouts under non-equity incentive plan awards (1) | | | Estimated future payouts under equity incentive plan awards (2) | | | All other stock awards: number of shares of stock (#) | All other option awards: number of securities underlying options (#) | Exercise or base price of option awards ($) | Grant date fair value of stock and option awards ($) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Robert Kay | | | | | | | | | | | | | Annual Incentive Plan | | 562,500 | 1,125,000 | 2,000,000 | | | | | | | | | Restricted Shares | March 11, 2025 | | | | | | | 196,986 (3) | | | 1,010,538 | | Performance Shares | March 11, 2025 | | | | 147,740 | 196,986 | 295,479 | | | | 1,010,538 | | Daniel Siegel | | | | | | | | | | | | | Annual Incentive Plan | | 407,813 | 815,625 | 1,087,500 | | | | | | | | | Restricted Shares | March 11, 2025 | | | | | | | 32,000 (3) | | | 164,160 | | Performance Shares | March 11, 2025 | | | | 24,000 | 32,000 | 48,000 | | | | 164,160 | | Laurence Winoker | | | | | | | | | | | | | Annual Incentive Plan | | 172,500 | 345,000 | 575,000 | | | | | | | | | Restricted Shares | March 11, 2025 | | | | | | | 13,500 (3) | | | 69,255 | | Performance Shares | March 11, 2025 | | | | 10,125 | 13,500 | 20,250 | | | | 69,255 |
GRANTS OF PLAN-BASED AWARDS DURING FISCAL YEAR ENDED DECEMBER 31, 2025
Notes:
GRANTS OF PLAN-BASED AWARDS DURING FISCAL YEAR ENDED DECEMBER 31, 2025
| (1) The threshold, target and maximum payouts disclosed in the table above include the Annual Adjusted EBITDA Performance Bonus and the Annual Individual Goal Bonus for each of the NEOs. |
GRANTS OF PLAN-BASED AWARDS DURING FISCAL YEAR ENDED DECEMBER 31, 2025
| (2) The threshold, target and maximum performance share amounts represent possible future payout of our common stock underlying performance shares granted in 2025. These awards will vest based on cumulative performance metrics over a three-year performance period (January 1, 2025 through December 31, 2027), with threshold, target and maximum awards equal to 75%, 100% and 150%, respectively, of the target number of performance shares granted. If the minimum performance goals are not met at the end of the three-year period, no shares will be paid pursuant to the performance shares. |
GRANTS OF PLAN-BASED AWARDS DURING FISCAL YEAR ENDED DECEMBER 31, 2025
| (3) Represents restricted stock granted under the Amended and Restated 2000 Long-Term Incentive Plan. The restricted stock vests 25% per year in four equal installments commencing on the first anniversary of the date of grant. |
OPTION EXERCISES AND STOCK VESTED DURING FISCAL YEAR ENDED DECEMBER 31, 2025
OPTION EXERCISES AND STOCK VESTED DURING FISCAL YEAR ENDED DECEMBER 31, 2025
OPTION EXERCISES AND STOCK VESTED DURING FISCAL YEAR ENDED DECEMBER 31, 2025
| | Option Awards | | Restricted Stock Awards and Performance Shares | | | Name | Number of shares acquired on exercise | Value realized on exercise ($) | Number of shares acquired on vesting | Value realized on vesting ($) (1) | | Robert Kay | — | $— | 85,616 | $443,491 | | Daniel Siegel | — | $— | 17,250 | $89,355 | | Laurence Winoker | — | $— | 9,438 | $48,889 |
OPTION EXERCISES AND STOCK VESTED DURING FISCAL YEAR ENDED DECEMBER 31, 2025
| (1) Stock awards value realized is determined by multiplying (i) the closing market price of the Company’s common stock on the vesting date by (ii) the number of shares of common stock that vested on that date. |
OUTSTANDING EQUITY AWARDS HELD BY NEOs AT DECEMBER 31, 2025
OUTSTANDING EQUITY AWARDS HELD BY NEOs AT DECEMBER 31, 2025
OUTSTANDING EQUITY AWARDS HELD BY NEOs AT DECEMBER 31, 2025
| | Option Awards | | | | Stock Awards | | | | | Name | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option exercise price ($) | Option expiration date | Number of Shares or Units of Stock that have not vested (#) | Market Value of Shares or Units of Stock that have not vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not vested ($) | | Robert Kay | | | | | | | | | | Stock Options | 150,000(1) | | $13.75 | March 2, 2028 | | | | | | | 250,000(2) | | $9.21 | June 27, 2029 | | | | | | Restricted Shares | | | | | 24,625(3) | 97,269(4) | | | | | | | | | 37,500(5) | 148,125(4) | | | | | | | | | 71,250(6) | 281,438(4) | | | | | | | | | 196,986(7) | 778,095(4) | | | | Performance Shares | | | | | | | 75,000(8) | 296,250(4) | | | | | | | | | 95,000(9) | 375,250(4) | | | | | | | | | 196,986(10) | 778,095(4) | | Daniel Siegel | | | | | | | | | | Restricted Shares | | | | | 4,125(3) | 16,294(4) | | | | | | | | | 8,750(5) | 34,563(4) | | | | | | | | | 15,000(6) | 59,250(4) | | | | | | | | | 32,000(7) | 126,400(4) | | | | Performance Shares | | | | | | | 17,500(8) | 69,125(4) | | | | | | | | | 20,000(9) | 79,000(4) | | | | | | | | | 32,000(10) | 126,400(4) | | Laurence Winoker | | | | | | | | | | Restricted Shares | | | | | 2,000(3) | 7,900(4) | | | | | | | | | 5,500(5) | 21,725(4) | | | | | | | | | 9,375(6) | 37,031(4) | | | | | | | | | 13,500(7) | 53,325(4) | | | | Performance Shares | | | | | | | 11,000(8) | 43,450(4) | | | | | | | | | 12,500(9) | 49,375(4) | | | | | | | | | 13,500(10) | 53,325(4) |
OUTSTANDING EQUITY AWARDS HELD BY NEOs AT DECEMBER 31, 2025
Notes:
OUTSTANDING EQUITY AWARDS HELD BY NEOs AT DECEMBER 31, 2025
| (1) This option was granted on March 2, 2018 and vested 33% a year in three equal annual installments commencing on the first anniversary of the date of grant. |
OUTSTANDING EQUITY AWARDS HELD BY NEOs AT DECEMBER 31, 2025
| (2) This option was granted on June 27, 2019 and vested 33% a year in three equal annual installments commencing on the first anniversary of the date of grant. |
OUTSTANDING EQUITY AWARDS HELD BY NEOs AT DECEMBER 31, 2025
| (3) These restricted shares were granted on March 8, 2022 and vest 25% per year in four equal annual installments commencing on the first anniversary of the date of grant. |
OUTSTANDING EQUITY AWARDS HELD BY NEOs AT DECEMBER 31, 2025
| (4) Calculated using a price per share of $3.95, the closing market price of the Company’s common stock as reported by the Nasdaq Stock Market on December 31, 2025, the end of the Company’s last completed fiscal year. |
OUTSTANDING EQUITY AWARDS HELD BY NEOs AT DECEMBER 31, 2025
| (5) These restricted shares were granted on March 8, 2023 and vest 25% per year in four equal annual installments commencing on the first anniversary of the date of grant. |
OUTSTANDING EQUITY AWARDS HELD BY NEOs AT DECEMBER 31, 2025
| (6) These restricted shares were granted on March 8, 2024 and vest 25% per year in four equal annual installments commencing on the first anniversary of the date of grant. |
OUTSTANDING EQUITY AWARDS HELD BY NEOs AT DECEMBER 31, 2025
| (7) These restricted shares were granted on March 11, 2025 and vest 25% per year in four equal annual installments commencing on the first anniversary of the date of grant. |
OUTSTANDING EQUITY AWARDS HELD BY NEOs AT DECEMBER 31, 2025
| (8) These performance shares were granted on March 8, 2023. These awards vest upon the achievement of performance measures based on cumulative performance metrics over a three-year performance period (January 1, 2023 through December 31, 2025), with threshold, target and maximum awards equal to 75%, 100% and 150%, respectively, of the number of performance shares granted. The number of shares reflected assumes the target level of performance achievement which would result in the performance shares vesting at 100% of the target. The performance metrics for the performance period were not achieved and therefore no shares were earned by Mr. Kay, Mr. D. Siegel and Mr. Winoker. |
OUTSTANDING EQUITY AWARDS HELD BY NEOs AT DECEMBER 31, 2025
| (9) These performance shares were granted on March 8, 2024. These awards vest upon the achievement of performance measures based on a cumulative performance metrics over a three-year performance period (January 1, 2024 through December 31, 2026), with threshold, target and maximum awards equal to 75%, 100% and 150%, respectively, of the number of performance shares granted. The number of shares reflected assumes the target level of performance achievement which would result in the performance shares vesting at 100% of the target. |
OUTSTANDING EQUITY AWARDS HELD BY NEOs AT DECEMBER 31, 2025
| (10) These performance shares were granted on March 11, 2025. These awards vest upon the achievement of performance measures based on a cumulative performance metrics over a three-year performance period (January 1, 2025 through December 31, 2027), with threshold, target and maximum awards equal to 75%, 100% and 150%, respectively, of the number of performance shares granted. The number of shares reflected assumes the target level of performance achievement which would result in the performance shares vesting at 100% of the target. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL The employment agreements that we have entered into with each of the NEOs require us to make certain payments to these individuals in the event of a termination of their employment outside of or in connection with a change of control of the Company. We believe that the arrangements with respect to a change of control termination are appropriate to allow the NEOs to focus on our interests in a change of control situation without distractions relating to their employment. Notwithstanding provisions contained in the respective NEO’s employment agreement, all equity awards are subject to the provisions of the Amended and Restated 2000 Long-Term Incentive Plan, as it may be amended from time to time. The following table shows estimated payments that would have been made to each of our NEOs pursuant to their employment agreements and outstanding equity award agreements as of December 31, 2025 under various scenarios involving a termination of employment outside of or in connection with a change of control of the Company, assuming that each individual’s employment was terminated on December 31, 2025 and using the closing market price of our common stock as of December 31, 2025:
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| Upon Termination as a Result of a Disability | | | | | Payment | Robert Kay | Daniel Siegel | Laurence Winoker | | Cash severance | $500,000 | $362,500 | $230,000 | | Awarded but unpaid bonus | — | — | — | | Options (intrinsic value) | — | — | — | | Restricted shares (intrinsic value) | — | — | — | | Accrued salary | $11,538 | $8,365 | $5,308 | | Accrued vacation | $230,769 | $27,885 | $17,693 | | Unreimbursed expenses | — | — | — | | TOTAL | $742,307 | $398,750 | $253,001 |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| Upon Termination as a Result of a Death | | | | | Payment | Robert Kay | Daniel Siegel | Laurence Winoker | | Cash severance | — | — | — | | Awarded but unpaid bonus | — | — | — | | Options (intrinsic value) | — | — | — | | Restricted shares (intrinsic value) | — | — | — | | Accrued salary | $11,538 | $8,365 | $5,308 | | Accrued vacation | $230,769 | $27,885 | $17,693 | | Unreimbursed expenses | — | — | — | | TOTAL | $242,307 | $36,250 | $23,001 |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| Upon Termination by the Company for Cause or by the Executive without Good Reason | | | | | Payment | Robert Kay | Daniel Siegel | Laurence Winoker | | Awarded but unpaid bonus | — | — | — | | Accrued salary | $11,538 | $8,365 | $5,308 | | Accrued vacation | $230,769 | $27,885 | $17,693 | | Unreimbursed expenses | — | — | — | | TOTAL | $242,307 | $36,250 | $23,001 |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| Upon Termination in Connection with a Change of Control of the Company | | | | | Payment | Robert Kay | Daniel Siegel | Laurence Winoker | | Cash severance | $4,250,000 | $3,081,250 | $1,610,000 | | Awarded but unpaid bonus | — | — | — | | Options (intrinsic value) | — | — | — | | Restricted shares and performance shares (intrinsic value) (1) | $2,754,521 | $511,031 | $266,131 | | Health benefits | $9,222 | $16,196 | $11,593 | | Unreimbursed expenses | — | — | — | | Accrued salary | $11,538 | $8,365 | $5,308 | | Accrued vacation | $230,769 | $27,885 | $17,693 | | TOTAL | $7,256,050 | $3,644,727 | $1,910,725 |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| Upon All Other Termination by the Company or by the Executive for Good Reason | | | | | Payment | Robert Kay (2) | Daniel Siegel (3) | Laurence Winoker (4) | | Cash severance | $4,250,000 | $3,081,250 | $1,610,000 | | Awarded but unpaid bonus | — | — | — | | Options (intrinsic value) | — | — | — | | Restricted shares (intrinsic value) | $1,304,926 | $236,506 | $119,981 | | Health benefits | $9,222 | $16,196 | $11,593 | | Unreimbursed expenses | — | — | — | | Accrued salary | $11,538 | $8,365 | $5,308 | | Accrued vacation | $230,769 | $27,885 | $17,693 | | TOTAL | $5,806,455 | $3,370,202 | $1,764,575 |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
Notes:
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| (1) Includes the vesting at target value of performance shares with open performance periods as of December 31, 2025, which would vest in the event of such termination within 24 months following a change of control of the Company. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| (2) $1,000,000 of such cash severance amount would be payable to Mr. Kay pursuant to his current employment agreement if his employment was terminated by non-renewal upon the expiration of the term of his employment agreement. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| (3) $725,000 of such cash severance amount would be payable to Mr. D. Siegel pursuant to his employment agreement if his employment was terminated by non-renewal upon expiration of the term of his employment agreement. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| (4) $460,000 of such cash severance amount would be payable to Mr. Winoker pursuant to his employment agreement if his employment was terminated by non-renewal upon expiration of the term of his employment agreement. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
Robert B. Kay The Kay Employment Agreement contains the following provisions regarding the termination of Mr. Kay’s employment outside of or in connection with a change of control of the Company. Termination for Cause; Resignation without Good Reason If Mr. Kay’s employment is terminated by us for Cause or if Mr. Kay resigns other than for Good Reason (in each case, as defined by the Kay Employment Agreement), Mr. Kay will be entitled to be paid the following amounts (collectively, the “Kay Accrued Obligations”):
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| • | His base salary accrued up to and including the date of termination or resignation of his employment; |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| • | An amount in lieu of any accrued but unused vacation time; |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| • | The amount of any unreimbursed expenses; and |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| • | All benefits that are accrued and vested through the date of termination under all employee benefit plans of the Company. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
If Mr. Kay’s employment terminates on account of his death, then Mr. Kay’s estate will receive the Kay Accrued Obligations plus any Pro-Rated Performance Bonus accrued through the date of his termination of employment. The “Pro-Rated Performance Bonus” for a particular fiscal year is the amount equal to the Annual Adjusted EBITDA Performance Bonus for the fiscal year that would have been payable to Mr. Kay, if his employment had not terminated during the year, pro-rated for the months during the year up to and including the month of the termination. Termination Due to Disability If Mr. Kay’s employment terminates on account of Total Disability (as defined by the Kay Employment Agreement), then in addition to the Kay Accrued Obligations, Mr. Kay will receive, conditioned on his execution and non-revocation of a release of claims against the Company, continued payments of base salary for six months following his termination of employment (except that payment will be made in a lump sum if Mr. Kay’s termination due to Total Disability occurs within two years following a “Change of Control,” as defined by the Kay Employment Agreement) and any Pro-Rated Performance Bonus (as defined above) accrued through the date of his termination. Termination by the Company without Cause; Resignation by the Executive for Good Reason If Mr. Kay’s employment is terminated (i) by us without Cause or (ii) by Mr. Kay for Good Reason, in each case outside of the context of a Change of Control, then in addition to the Kay Accrued Obligations, Mr. Kay will receive, conditioned on his execution and non-revocation of a release of all claims against the Company:
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| • | Reimbursement for certain medical and dental expenses set forth in the Kay Employment Agreement for a period of 12 months; |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| • | 2.0 times Mr. Kay’s base salary as in effect at the date of termination payable over a period of 24 months following the date of termination; |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| • | The Pro-Rated Performance Bonus for the fiscal year in which termination occurs, payable at the same time as the performance bonus for such fiscal year would otherwise have been paid; |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| • | 2.0 times an amount equal to 112.5% of Mr. Kay’s annual base salary in effect at the time of termination (such amount, the “Kay Target Bonus”) payable within 60 days following the termination date; and |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| • | Mr. Kay’s then-outstanding stock options will immediately vest and become exercisable in their entirety and all restrictions on his shares of restricted stock will immediately terminate, subject to the terms of the LTIP. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
Termination upon Expiration of Term If Mr. Kay’s employment is terminated by reason of our failure to renew his employment agreement, outside the context of a Change of Control, then in addition to the Kay Accrued Obligations, Mr. Kay will receive, conditioned upon his execution and non-revocation of a release of all claims against the Company:
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| • | Reimbursement for certain medical and dental benefits set forth in the Kay Employment Agreement for a period of 12 months; |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| • | 1.0 times Mr. Kay’s base salary as in effect at the date of termination payable over a period of 12 months following the date of termination; |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| • | The Annual Adjusted EBITDA Performance Bonus for the fiscal year in which termination occurs, payable at the same time as the Annual Adjusted EBITDA Performance Bonus for such fiscal year would otherwise have been paid; and |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| • | Mr. Kay’s then-outstanding stock options will immediately vest and become exercisable in their entirety and all restrictions on his shares of restricted stock will immediately terminate, subject to the terms of the LTIP. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
Termination by the Company without Cause or on account of Non-Renewal in connection with Certain Changes of Control, Resignation by the Executive for Good Reason in Connection with Certain Changes of Control If Mr. Kay’s employment is terminated by Mr. Kay for Good Reason or by us without Cause or by us upon expiration of the term following delivery of a notice of non-renewal, in each case upon or within two years following a Change of Control, then in addition to the Kay Accrued Obligations, Mr. Kay will receive, conditioned upon his execution and non-revocation of a release of all claims against the Company:
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| • | Reimbursement for certain medical and dental benefits set forth in the Kay Employment Agreement for a period of 12 months; |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| • | 2.0 times Mr. Kay’s annual base salary in effect at the effective date of the Change of Control, or if greater, 2.0 times his annual base salary in effect as of his termination of employment payable in a lump sum within 60 days following the date of termination; |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| • | The Pro-Rated Performance Bonus for the fiscal year in which termination occurs, payable at the same time as the Annual Adjusted EBITDA Performance Bonus for such fiscal year would otherwise have been paid; |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| • | 2.0 times the Kay Target Bonus, using the greater of Mr. Kay’s base salary in effect at the time of termination and base salary in effect at the time of the Change of Control, payable in a lump sum within 60 days following the date of termination; and |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| • | Mr. Kay’s then-outstanding stock options will vest and become immediately exercisable and all restrictions on his shares of restricted stock will immediately terminate, subject to the terms of the LTIP. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
If Mr. Kay’s employment is terminated by Mr. Kay for Good Reason or by us without Cause or upon expiration of the term following delivery of a notice of non-renewal, and in each case, within 90 days following such termination, a Change of Control occurs, then Mr. Kay will be entitled to receive a payment equal to the excess of the base salary severance payments that would have been due to him had he been terminated within two years following a Change of Control, less the amount of base salary severance payments already paid to him. Additionally, in the event that such termination is on account of our delivery of a notice of non-renewal, Mr. Kay will be entitled to receive two times the Kay Target Bonus, and both amounts are payable within 60 days following the Change of Control. If all or any portion of the payments and benefits would constitute a “parachute payment” within the meaning of Section 280G of the Code (or a similar or successor provision), we will reduce such payments if, by reason of such reduction, the net after-tax benefit to Mr. Kay will exceed the net after-tax benefit to him if such reduction were not made. Daniel Siegel The D. Siegel Employment Agreement contains the following terms regarding the termination of Mr. D. Siegel’s employment and a change of control of the Company. Termination for Cause; Resignation without Good Reason If Mr. D. Siegel’s employment is terminated by us for Cause or by Mr. D. Siegel without Good Reason (in each case, as defined by the D. Siegel Employment Agreement), Mr. D. Siegel will be entitled to be paid the following amounts (collectively, “D. Siegel Accrued Obligations”):
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| • | His base salary for the period accrued up to and including the date of termination of his employment; |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| • | An amount in lieu of any accrued but unused vacation time; |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| • | The amount of any unreimbursed expenses; and |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| • | All benefits that are accrued and vested through the date of termination under all employee benefit plans of the Company. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
Death If Mr. D. Siegel’s employment terminates on account of his death, then Mr. D. Siegel’s estate will receive the D. Siegel Accrued Obligations plus any Pro-Rated Performance Bonus accrued through the date of his termination of employment. The “Pro-Rated Performance Bonus” for a particular fiscal year is the amount equal to the Annual Adjusted EBITDA Performance Bonus for the fiscal year that would have been payable to Mr. D. Siegel, if his employment had not terminated during the year, pro-rated for the months during the year up to and including the month of the termination. If Mr. D. Siegel’s employment terminates on account of Total Disability (as defined by the D. Siegel Employment Agreement), then in addition to the D. Siegel Accrued Obligations, Mr. D. Siegel will receive, conditioned upon his execution and non-revocation of an effective release of all claims against the Company, continued payments of base salary for six months following his termination of employment (except that payment will be made in a lump sum if Mr. D. Siegel’s termination due to Total Disability occurs within two years following a Change of Control, as defined by the D. Siegel Employment Agreement) and any Pro-Rated Performance Bonus accrued through the date of his termination. Termination by the Company without Cause; Resignation by the Executive for Good Reason If (i) Mr. D. Siegel’s employment is terminated by us without Cause, or (ii) Mr. D. Siegel’s employment is terminated by Mr. D. Siegel for Good Reason, in each case outside of the context of a Change of Control, then in addition to the D. Siegel Accrued Obligations, Mr. D. Siegel will receive, conditioned upon his execution and non-revocation of a release of all claims against the Company:
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| • | Certain medical and dental benefits set forth in the D. Siegel Employment Agreement for a period of 12 months; |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| • | 2.0 times Mr. D. Siegel’s base salary as in effect at the date of termination payable over a period of 24 months following the date of termination; |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| • | The Pro-Rated Performance Bonus for the fiscal year in which the termination occurs, payable at the same time as the Performance Bonus for such fiscal year would otherwise have been paid; |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| • | 2.0 times an amount equal to 112.5% of Mr. D. Siegel’s annual base salary in effect at the time of termination (such amount, the “D. Siegel Target Bonus”) payable within 60 days following termination; and |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| • | Mr. D. Siegel’s then-outstanding stock options will immediately vest and become exercisable in their entirety and all restrictions on his shares of restricted stock will immediately terminate, subject to the terms of the LTIP. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
Termination upon Expiration of Term If Mr. D. Siegel’s employment is terminated by reason of our failure to renew the term of his employment under his employment agreement, then in addition to the D. Siegel Accrued Obligations, Mr. D. Siegel will be entitled to receive, conditioned on his execution and non-revocation of a release of all claims against the Company:
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| • | Certain medical and dental benefits set forth in the D. Siegel Employment Agreement for a period of 12 months; |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| • | 1.0 times Mr. D. Siegel’s base salary as in effect at the date of termination payable over a period of 12 months following the date of termination; |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| • | The Annual Adjusted EBITDA Performance Bonus for the fiscal year in which termination occurs; and |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| • | Mr. D. Siegel’s then-outstanding stock options will immediately vest and become exercisable in their entirety and all restrictions on his shares of restricted stock will immediately terminate, subject to the terms of the LTIP. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
Termination by the Company without Cause or on Account of Non-Renewal in Connection with Certain Changes of Control, Resignation by the Executive for Good Reason in Connection with Certain Changes of Control If Mr. D. Siegel’s employment is terminated by Mr. D. Siegel for Good Reason or by us without Cause or upon expiration of the term following our delivery of a notice of non-renewal, in each case upon or within two years following a Change of Control, then in addition to the D. Siegel Accrued Obligations, Mr. D. Siegel will be entitled to receive, conditioned on his execution and non-revocation of a release of all claims against the Company:
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| • | Certain medical and dental benefits set forth in his employment agreement for a period of 12 months; |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| • | 2.0 times his annual base salary in effect at the effective date of the Change of Control, or if greater, 2.0 times his annual base salary in effect as of his termination of employment, payable in a lump sum within 60 days following termination; |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| • | The Pro-Rated Performance Bonus for the fiscal year in which termination occurs, payable at the same time as the Annual Adjusted EBITDA Performance Bonus for such fiscal year would otherwise have been paid; |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| • | 2.0 times the D. Siegel Target Bonus, using the greater of Mr. D. Siegel’s base salary in effect at the time of termination and base salary in effect at the time of the Change of Control, payable in a lump sum within 60 days following termination; and |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| • | All of Mr. D. Siegel’s then-outstanding stock options will vest and become immediately exercisable and all restrictions on his shares of restricted stock granted will immediately terminate, subject to the terms of the LTIP. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
If Mr. D. Siegel’s employment is terminated by Mr. D. Siegel for Good Reason or by us without Cause or upon expiration of the term following our delivery of a notice of non-renewal, and in each case, within 90 days following such termination, a Change of Control occurs, then Mr. D. Siegel will be entitled to receive a payment equal to the excess of the base salary severance payments that would have been due to him had he been terminated within two years following a Change of Control, less the amount of base salary severance payments already paid to him. Additionally, in the event that such termination is on account of our delivery of a notice of non-renewal, Mr. D. Siegel will be entitled to receive two times the D. Siegel Target Bonus, payable within 60 days following the Change of Control. If all or any portion of the payments and benefits would constitute a “parachute payment” within the meaning of Section 280G of the Code (or a similar or successor provision), we will reduce such payments if, by reason of such reduction, the net after-tax benefit to Mr. D. Siegel will exceed the net after-tax benefit to him if such reduction were not made. Laurence Winoker The Winoker Employment Agreement contains the following terms regarding the termination of his employment and a change of control of the Company. Termination for Cause; Resignation without Good Reason If Mr. Winoker’s employment is terminated by us for Cause or by Mr. Winoker without Good Reason (in each case, as defined by the Winoker Employment Agreement), Mr. Winoker will be entitled to the following (collectively, the “Winoker Accrued Obligations”):
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| • | His base salary accrued up to and including the date of termination of his employment; |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| • | An amount in lieu of any accrued but unused vacation time; |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| • | Any accrued but unpaid bonus; |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| • | The amount of any unreimbursed expenses; and |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| • | Any vested rights that Mr. Winoker may have pursuant to any insurance or other death benefit, bonus, retirement, or stock award plans or arrangements of the Company or any other employee benefit program. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
Death If Mr. Winoker’s employment is terminated by reason of Mr. Winoker’s death, then Mr. Winoker’s estate will receive the Winoker Accrued Obligations. In addition, if Mr. Winoker’s employment is terminated prior to December 1 of any year, Mr. Winoker’s estate will receive any Pro-Rated Adjusted EBITDA Performance Bonus accrued through the date of termination of employment. The “Pro-Rated Adjusted EBITDA Performance Bonus” for a particular fiscal year is the amount equal to the Adjusted EBITDA Performance Bonus for the fiscal year that would have been payable to Mr. Winoker by the Company, as determined by the Board, if Mr. Winoker’s employment had not terminated during the year, pro-rated for the months during the year up to and including the month of the termination. Termination Due to Disability If Mr. Winoker’s employment is terminated on account of Total Disability (as defined by the Winoker Employment Agreement), then in addition to the Winoker Accrued Obligations, Mr. Winoker will receive, conditioned on his execution and non-revocation of a release of all claims against the Company, continued payments of his base salary for a period of six months following the date of termination, and if such termination occurs prior to December 1, the Pro-Rated Adjusted EBITDA Performance Bonus for the year of termination. Termination by the Company without Cause, Resignation by the Executive for Good Reason If (i) Mr. Winoker’s employment is terminated by us without Cause, or (ii) Mr. Winoker’s employment is terminated by Mr. Winoker for Good Reason, in each case outside of the context of a Change of Control (as defined by the Winoker Amended and Restated Employment Agreement), then in addition to the Accrued Obligations, Mr. Winoker will be entitled to receive, conditioned on his execution and non-revocation of a release of all claims against the Company:
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| • | Certain medical and dental benefits set forth in Winoker Amended and Restated Employment Agreement for a period of 12 months; |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| • | 2.0 times Mr. Winoker’s base salary as in effect at the date of termination payable over a period of 24 months from the date of termination; |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| • | The Pro-Rated Annual Bonus for the fiscal year in which termination occurs, payable at the same time as the Performance Bonus for such fiscal year would otherwise have been paid. The “Pro-Rated Annual Bonus” for a particular fiscal year is the amount equal to the annual bonus for the fiscal year that would have been payable to Mr. Winoker by the Company, as determined by the Board, if Mr. Winoker’s employment had not terminated during the year, pro-rated for the months during the year preceding the termination; and |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| • | 2.0 times an amount equal to 75% of Mr. Winoker’s annual base salary in effect at the time of termination (such amount, the “Winoker Target Bonus”), payable within 60 days following termination. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
Mr. Winoker’s then-outstanding stock options will immediately vest and become exercisable in their entirety and all restrictions on his shares of restricted stock will immediately terminate, subject to the terms of the LTIP. If Mr. Winoker’s employment is terminated by reason of our failure to renew the Winoker Amended and Restated Employment Agreement, outside the context of a Change of Control, then in addition to the Accrued Obligations, Mr. Winoker will receive, conditioned on his execution and non-revocation of a release of all claims against the Company:
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| • | Reimbursement for certain medical and dental benefits set forth in the Winoker Amended and Restated Employment Agreement for a period of 12 months; |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| • | An amount equal to Mr. Winoker’s base salary as in effect upon termination, payable over a period of 12 months from the date of termination; and |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| • | The annual bonus for the fiscal year in which the effective date of the termination occurs, payable at the same time as the annual bonus for such fiscal year would otherwise have been paid. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
Mr. Winoker’s then-outstanding stock options will immediately vest and become exercisable and all restrictions on shares of restricted stock granted by us to Mr. Winoker will immediately terminate, subject to the terms of the LTIP. Termination by the Company without Cause or on Account of Non-Renewal, Resignation by the Executive for Good Reason in Connection with Certain Changes of Control If, during the term of Mr. Winoker’s employment, Mr. Winoker is terminated by the Company without Cause, Mr. Winoker voluntarily terminates his employment for Good Reason, or Mr. Winoker’s employment terminates upon expiration of the term following a notice of non-renewal provided by us, in each case upon or within two years following a Change of Control, then in addition to the Winoker Accrued Obligations, Mr. Winoker will be entitled to receive, conditioned upon his execution and non-revocation of a release of all claims against the Company:
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| • | Reimbursement for certain medical and dental benefits set forth in the Winoker Amended and Restated Employment Agreement for a period of 12 months. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| • | A cash payment equal to 200% of Mr. Winoker’s base salary in effect at the effective date of the Change of Control or if greater, 200% of Mr. Winoker’s base salary in effect at the effective date of termination, payable in a lump sum within 60 days following termination; |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| • | The Pro-Rated Performance Bonus for the fiscal year in which termination occurs, payable at the same time as the annual bonus for such fiscal year would otherwise have been paid; and |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
| • | 2.0 times the Winoker Target Bonus, using the greater of Mr. Winoker’s annual base salary in effect at the time of termination and annual base salary in effect at the time of the Change of Control, payable in a lump sum within 60 days following termination. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
All of Mr. Winoker’s then-outstanding stock options will vest and become immediately exercisable and all restrictions on his shares of restricted stock will immediately terminate, subject to the terms of the LTIP. In the event that Mr. Winoker’s employment is terminated by Mr. Winoker for Good Reason or by us without Cause or upon expiration of the term following delivery of a notice of non-renewal provided by us, and in each case, within 90 days of the termination, we execute a definitive agreement to enter into a transaction the consummation of which would result in a Change of Control and such transaction is actually consummated, then Mr. Winoker will be entitled to receive a payment equal to the excess of the base salary severance payments that would have been due to him had he been terminated within two years following a Change of Control, less the amount of base salary severance payments already paid to him. Additionally, in the event that such termination is on account of our delivery of a notice of non-renewal, Mr. Winoker will be entitled to receive two times the Winoker Target Bonus within 60 days following the date of the Change of Control. If all or any portion of the payments and benefits would constitute a “parachute payment” within the meaning of Section 280G of the Code (or a similar or successor provision), we will reduce such payments if, by reason of such reduction, the net after-tax benefit to Mr. Winoker will exceed the net after-tax benefit to him if such reduction were not made.
Pay Ratio
Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act Item 402(u) of Regulation S-K, the Company is providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Mr. Robert Kay, our Chief Executive Officer (our “CEO”) in fiscal 2025:
Pay Ratio
| • | The median of annual compensation of all employees, excluding the CEO – $49,240 |
Pay Ratio
| • | The annual total compensation of the CEO in 2025 – $3,038,451 |
Pay Ratio
| • | The ratio of the CEO’s annual total compensation to the median employee’s compensation – 61.71:1 |
Pay Ratio
In order to determine the median employee from a compensation perspective, the Company collected cash compensation (salary and cash bonuses) paid in 2025 for all employees worldwide that were compensated during 2025, as of December 31, 2025 (the “determination date”). For those employees compensated in foreign currencies, exchange rates at year-end were used to convert their compensation into U.S. dollars. To determine the ratio disclosed above, the Company calculated the median employee’s compensation for fiscal 2025 in accordance with the rules applicable to the compensation elements included in the Summary Compensation Table and compared such compensation to the compensation of our CEO, Mr. Robert Kay, set forth in the Summary Compensation Table. In making this pay ratio disclosure, other companies may use assumptions, estimates, and methodologies different than ours. As a result, the foregoing information may not be directly comparable to the information provided by other companies in our peer group or otherwise. We believe the pay ratio included above is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.
Pay Versus Performance
Pay Versus Performance In accordance with rules adopted by the Securities and Exchange Commission (“SEC”) pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive “compensation actually paid” (“CAP,” as calculated in accordance with the SEC rules) and certain Company performance measures for the fiscal years listed below. For information regarding the Company’s pay-for-performance philosophy and how the Company aligns executive pay with performance, refer to our Compensation Discussion & Analysis (“CD&A”).
Pay Versus Performance
| | CEO (1) | | Non-CEO NEOs (2) | | | | | | Summary Compensation Table Total | Compensation Actually Paid (3)(4) | Average Summary Compensation Table Total | Average Compensation Actually Paid (3)(4) | Year-end value of $100 invested on December 31, 2022 | Net (Loss) Income (in millions) | | Year | $ | $ | $ | $ | | $ | | 2025 | 3,038,451 | 1,592,266 | 818,697 | 594,208 | 57 | (27) | | 2024 | 3,907,942 | 2,620,419 | 1,440,900 | 1,234,865 | 82 | (15) | | 2023 | 2,760,237 | 2,496,749 | 1,358,960 | 1,323,834 | 91 | (8) |
Pay Versus Performance
| (1) Amounts reported in the CEO columns reflect (i) the total compensation reported in the Summary Compensation Table for Robert Kay, the “CEO,” for each of 2023, 2024 and 2025 and (ii) the CAP for Robert Kay for each of 2023, 2024 and 2025. |
Pay Versus Performance
| (2) Amounts reported in the Non-CEO NEOs columns reflect (i) the average of the total compensation reported in the Summary Compensation Table for Jeffrey Siegel, Daniel Siegel, and Laurence Winoker for 2023; Daniel Siegel and Laurence Winoker for each of 2024 and 2025; and (ii) the average CAP for Jeffrey Siegel, Daniel Siegel, and Laurence Winoker for 2023; Daniel Siegel and Laurence Winoker for each of 2024 and 2025. |
Pay Versus Performance
| (3) To calculate the CAP, adjustments were made to the amounts reported in the Summary Compensation Table for the applicable year. The deductions from, and additions to, total compensation in the Summary Compensation Table by year that were used to calculate CAP include: |
Pay Versus Performance
| | 2025 | | 2024 | | 2023 | | | | CEO | Average Non- CEO NEOs | CEO | Average Non- CEO NEOs | CEO | Average Non- CEO NEOs | | Total Compensation from Summary Compensation Table | $3,038,451 | $818,697 | $3,907,942 | $1,440,900 | $2,760,237 | $1,358,960 | | Adjustments for Equity Awards | | | | | | | | Adjustment for grant date values in the Summary Compensation Table | $(2,021,076) | $(233,415) | $(1,854,400) | $(317,200) | $(888,000) | $(145,813) | | Year-end fair value of unvested awards granted in the current year | $1,501,763 | $173,439 | $1,124,125 | $192,285 | $974,241 | $170,460 | | Year-over-year difference of year-end fair values for unvested awards granted in prior years | $(868,011) | $(155,339) | $(135,807) | $(23,227) | $(147,788) | $(13,947) | | Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years | $(58,861) | $(9,174) | $(421,441) | $(57,893) | $(201,941) | $(45,826) | | Total Adjustments for Equity Awards | $(1,446,185) | $(224,489) | $(1,287,523) | $(206,035) | $(263,488) | $(35,126) | | Compensation Actually Paid (as calculated)* | $1,592,266 | $594,208 | $2,620,419 | $1,234,865 | $2,496,749 | $1,323,834 |
Pay Versus Performance
*No adjustments made for pension or dividends not otherwise included in total compensation.
Pay Versus Performance
| (4) The equity valuation assumptions used for purposes of calculating CAP are not materially different from the grant date valuation assumptions. |
Pay Versus Performance
Pay Versus Performance The section below depicts the relationships between the following:
Pay Versus Performance
| • | The NEO’s CAP and the Company’s cumulative total shareholder return (“TSR”); and |
Pay Versus Performance
| • | The NEO’s CAP and the Company’s net income. |
APPROVAL OF AN AMENDMENT AND RESTATEMENT OF THE COMPANY’S AMENDED AND RESTATED 2000 LONG-TERM INCENTIVE PLAN
| ● | In addition, the maximum aggregate grant date value of shares subject to awards granted to any non-employee director during any calendar year, taken together with any cash fees earned by such non-employee director during the calendar year, will not exceed $500,000 in total value (subject to adjustment). |