DEF 14A of Superior Group Of Companies, Inc.
Filed Mar 25, 2024 · FY20230001437749-24-009110
ELECTION OF DIRECTORS (Proposal 1)
ELECTION OF DIRECTORS (Proposal 1) The Bylaws set the size of the Board of Directors at not less than three (3) nor more than nine (9) members. The size of the Board of Directors is currently set at seven (7) members beginning on the date of the Annual Meeting. As described below, the Board of Directors is nominating seven (7) Directors to be elected at the Annual Meeting. Directors generally hold their positions until the Annual Meeting at which time their term expires and their respective successors are duly elected and qualified. The Board of Directors recommends that seven (7) Directors be elected at the Annual Meeting to hold office until the Company's Annual Meeting in 2025 and until their successors are duly elected and qualified or until their earlier resignation, removal from office or death. The persons designated as nominees for election as Director to serve the term described above are Michael Benstock, Paul Mellini, Todd Siegel, Venita Fields, Loreen Spencer, Susan Lattmann, and Andrew D. Demott, Jr. See “Management - Directors and Executive Officers” for further information on such nominees. Current Director Robin M. Hensley is not standing for re-election at the Annual Meeting. In the event any of the nominees should be unable to serve, which is not anticipated, the Board of Directors may designate substitute nominees, in which event the persons named in the enclosed proxy will vote for such other person or persons for the office of Director as the Board of Directors may recommend. Shareholders may vote for up to seven (7) nominees and the seven (7) nominees receiving the highest number of votes shall be elected. Shareholders may not vote cumulatively in the election of Directors. The Board of Directors recommends a vote “FOR” each of the nominees.
MANAGEMENT
MANAGEMENT
Directors and Executive Officers
Directors and Executive Officers The following table sets forth the names and ages of the Company’s director-nominees and executive officers as of March 14, 2024 and the positions they hold with the Company. Executive officers serve at the pleasure of the Board of Directors.
Directors and Executive Officers
| Name | Age | Position | | Michael Benstock | 68 | President, Chief Executive Officer, Chairman of the Board, and a member of the Executive* Committee | | Paul Mellini | 71 | Lead Director and a member of the Audit, Corporate Governance, Nominating & Ethics, Compensation*, Executive, and Capital Committees | | Todd Siegel | 65 | Director and a member of Corporate Governance, Nominating & Ethics*, Compensation, and Capital Committees | | Venita Fields | 70 | Director and a member of the Audit, Corporate Governance, Nominating & Ethics, and Capital* Committees | | Loreen Spencer | 58 | Director and member of the Audit Committee+ | | Susan Lattmann | 56 | Director and member of the Corporate Governance, Nominating & Ethics Committee | | Andrew D. Demott, Jr. | 60 | Director and a member of the Executive Committee++ | | Michael W. Koempel | 54 | Chief Financial Officer | | Philip Koosed | 41 | Chief Strategy Officer+++ | | Jordan M. Alpert | 47 | Chief Legal Officer and Secretary | | Dominic Leide | 48 | President, The Office Gurus | | Jake Himelstein | 41 | President, Branded Products | | Catherine Beldotti Donlan | 56 | President, Superior Uniform Group Healthcare | | | | *Chairperson of the Committee | | | | +Ms. Spencer is expected to become the Chairperson of the Audit Committee on May 9, 2024. ++Mr. Demott retired as Chief Operating Officer of the Company effective March 31, 2023. +++Mr. Koosed will be resigning from the Company, effective April 19, 2024. |
Directors and Executive Officers
The following includes information about the skills, qualities, experience and attributes of each of the director-nominees and executive officers of the Company: Michael Benstock has served as President and Chief Executive Officer of the Company since October 24, 2003. Prior to that, Mr. Benstock served as Co-President of the Company from May 1, 1992 until October 24, 2003, and Executive Vice President of the Company prior to that. Mr. Benstock has served as Chairman of the Board since February 2023 and a Director of the Company since 1985. He also served as a director of USAmeriBank from 2007 to December 31, 2017 and chair of its audit committee from 2014 to December 31, 2017, at which time USAmeriBank was acquired by Valley National Bank. Mr. Benstock is a Trustee of the Committee for Economic Development of The Conference Board and sits on its Workforce Committee. Mr. Benstock’s long employment history with the Company, including more than 30 years as an executive officer, significant contributions on the Board of the Company, and other board experience are the primary reasons for his nomination for re-election. Paul Mellini has been a Director of the Company since May 7, 2004. Mr. Mellini currently serves as president of Paulucci International, managing partner of PAR 3 Holdings, LLC, and a board member and managing director of two family foundations. He is also the Trustee and personal representative of various entities and oversees assets in excess of $150 million. He previously served as a board member of Republic Bank, Inc. from February 21, 2019 until October 25, 2019, and a board member and president of Luigino’s International from January 2017 until December 2019. He also was a board member (treasurer) of the Economic Development Association of Citrus County and board member (treasurer) of Main Street, Crystal River until December 31, 2016. Mr. Mellini was chief executive officer and president of Nature Coast Bank in Citrus County, Florida from March 7, 2005 until January 1, 2017, chief executive officer and president of Premier Community Bank of Florida and Premier Community Bank of South Florida from January 2002 until August 2004 and chief executive officer and president of PCB Bancorp Inc. from January 2003 until August 2004. Prior thereto, he was regional president of First Union Bank of the Greater Bay Area from April 1995 to December 2001. Mr. Mellini’s tenure and significant contributions on the Board of the Company and his extensive experience as a chief executive are the primary reasons for his nomination for re-election. Todd Siegel has been a Director of the Company since February 7, 2014. He is currently the CEO of Centered Solutions, LLC, an international provider of pharmacy workflow software, supply chain integration and automation for the centralization of medication dispensing. He also operates Centered Solutions, Inc., which consults for small businesses, invests in business opportunities, and assists private equity firms in finding businesses to purchase. He served as president and chief executive officer of MTS Medication Technologies, Inc. from approximately 1992 to 2012, chairman from approximately 1992 to 2009 and a director from approximately 1986 to 2012. MTS Medication Technologies was a publicly-held company through December 2009. Mr. Siegel previously served at MTS Medication Technologies in other capacities, including executive vice president, vice president of sales and marketing and corporate secretary. MTS Medication Technologies manufactures and markets pharmaceutical packaging automation and the related consumable supplies. Prior to his tenure with MTS Medication Technologies, Mr. Siegel was an account executive for AMI Diagnostic Service, a diagnostic imaging company, and held sales and national sales management positions with Chamberlin Corporation, a pharmaceutical manufacturer. Mr. Siegel’s extensive experience as chief executive, chairman, and director of a publicly-held company are the primary reasons for his nomination for re-election. Venita Fields has been a director of the Company since January 31, 2019. She is a partner and a member of the investment committee of Pelham S2K Managers, LLC, which provides junior capital and private equity investments for privately held middle market companies, having served in that capacity since 2016. She previously was with Smith Whiley & Company from 1998-2015, during which she last served as a partner and senior managing director; Bank of America from 1989-1998, during which she last served as a senior vice president; Citicorp North America from 1984-1989, where she managed an investments origination team; and Continental Illinois National Bank in Chicago from 1980-1984. Ms. Fields currently is a director of IMA Financial Group, and Lifespace Communities, Inc. She also currently serves on the not-for-profit boards of The Moran Center for Youth Advocacy, The Ravinia Festival Association and Chatham Hall School for Girls. Ms. Fields’s extensive experience as an executive and director are the primary reasons for her nomination for re-election. Loreen Spencer is a Certified Public Accountant, and from 1987 until her retirement in 2016, was an Audit Partner for Deloitte & Touche LLP, where audit clients included Florida-based companies. Since 2017, Ms. Spencer has served on the board of directors and the audit & risk committee of Raymond James Bank, a subsidiary of Raymond James Financial, Inc., which is a New York Stock Exchange-listed financial services company. Since 2020, Ms. Spencer has served on the board of directors and is the audit committee chair of Typ Tap Insurance Group, Inc., a technology-driven insurance company. Ms. Spencer previously served on the board of directors and the audit and compensation committees of HCI Group, Inc., a New York Stock Exchange-listed company. Ms. Spencer is a founding board member and since 2002 has been board chair of the Gift of Adoption Florida Chapter. In 2015, she was recognized by the U.S. Congress as a Congressional Coalition on Adoption Institute “Angel in Adoption.” Also in 2015, she was recognized by the Tampa Lightning Foundation as a Tampa Bay Lightning Community Hero. Ms. Spencer served from 1998 to 2016 on the Goodwill Industries Suncoast Inc. board (two years as chair), from 2011 to 2016 on the St. John’s Episcopal Parish Day School Board of Trustees, and from 2000 to 2014 on the University of Florida Fisher School of Accounting Advisory Board. She earned both her Bachelor of Science, with a major in Accounting, and Master of Accounting from the University of Florida. Our Corporate Governance, Nominating & Ethics Committee nominated Ms. Spencer at the recommendation of a non-management director. Ms. Spencer brings considerable business, accounting and financial experience to the Board. Her education, knowledge and experience as an auditor and her ability to analyze financial information enhances the Board’s oversight of the Company’s business operations, financial disclosure, external auditors and the effectiveness of our internal controls. These are the primary reasons for her nomination for election.
Directors and Executive Officers
Susan Lattmann has been the chief financial officer for The Row, an international luxury apparel retailer, since July 2021. Previously, she worked for Bed Bath & Beyond Inc., a Nasdaq-traded company, from August 1996 to December 2019, where she held several roles, including chief financial officer (2014-2018) and chief administrative officer (2018-2019). She began her professional career with Arthur Andersen LLP. Ms. Lattmann has served on the board of directors of Aterian. Inc., a Nasdaq-traded technology-enabled consumer products company, since February 2022 where she is the chair of the audit committee, the board of directors of Landsea Homes Corporation, a Nasdaq-traded national residential home builder, from December 2021 through May 2023, where she was the co-chair of the compensation committee, the board of directors of Farmer Focus, a private organic chicken company, since November 2021, where she is the chair of the audit committee, and on the board of directors of ArcTrust III, a private growth and income real estate investment trust, since November 2020. Ms. Lattmann received her Bachelor of Science degree with honors from Bucknell University and is a Certified Public Accountant. Our Corporate Governance, Nominating & Ethics Committee nominated Ms. Lattmann at the recommendation of a non-management director. Ms. Lattmann brings considerable business, accounting and financial experience to the Board. Her education, knowledge and experience as a chief financial officer and chief administrative officer and her ability to analyze financial information enhances the Board’s oversight of the Company’s business operations and financial disclosure. These are the primary reasons for her nomination for election. Andrew D. Demott, Jr., who retired as an employee of the Company effective March 31, 2023, served as Chief Operating Officer from May 1, 2015 through March 31, 2023, Chief Financial Officer and Treasurer of the Company from May 5, 2010 until August 3, 2018 and March 2020 through May 2022, Senior Vice President, Chief Financial Officer and Treasurer of the Company from February 8, 2002 until May 5, 2010, and Vice President, Chief Financial Officer and Treasurer of the Company from June 15, 1998 until February 8, 2002. He also served as the Company’s Secretary from July 31, 1998 through June 14, 2002. Mr. Demott has served as a Director of the Company since 2018. Before joining the Company, Mr. Demott served as an Audit Senior Manager with Deloitte & Touche, LLP since September 1995 and, prior to that, an Audit Manager with Deloitte & Touche LLP since September 1992. Mr. Demott’s long employment history and vast experience with the Company, including as a director and chief financial and chief operating officers, are the primary reasons for his nomination for re-election. Michael W. Koempel has served as Chief Financial Officer of the Company since May 2022, when he joined the Company. Prior to joining the Company he was chief operating officer of IT’SUGAR® from June 2021 to May 2022. Prior to that, Mr. Koempel served as Chief Operating Officer of Victoria’s Secret Lingerie from April 2017 to August 2020 and Chief Financial Officer of Mast Global (L Brands) from February 2007 to March 2017. From 1998 to 2007, Mr. Koempel served in various financial positions at L Brands, including Vice President of Corporate Finance and Financial Reporting. Mr. Koempel began his career at Arthur Andersen from 1991 to 1998, holds a Bachelor of Business Administration from the University of Dayton and is a Certified Public Accountant (currently inactive). Philip Koosed has served as Chief Strategy Officer of the Company since July 2, 2021. Prior to that, he served as the President of BAMKO, LLC, a subsidiary of the Company, since substantially all of the assets of BAMKO, Inc. were acquired by the Company effective March 1, 2016. Mr. Koosed was the co-founder of and served as chief executive officer of BAMKO, Inc. from its inception in 1999 until March 1, 2016. Mr. Koosed co-founded BAMKO while an undergraduate business student at the University of Southern California. Mr. Koosed will be resigning from the Company effective April 19, 2024. Jordan M. Alpert has served as Chief Legal Officer since February 12, 2024. Prior to that he served as Senior Vice President, General Counsel and Secretary of the Company from August 3, 2018 until February 12, 2024, Vice President, General Counsel and Secretary of the Company from November 7, 2011 until August 3, 2018, Secretary since May 6, 2011 and General Counsel since March 28, 2011. Mr. Alpert previously held the position of general counsel for Grand Army Entertainment, LLC during 2010. He also was an attorney with the firms Grais & Ellsworth LLP and Willkie, Farr & Gallagher LLP during 2001-2011. Mr. Alpert has been granted Authorized House Counsel status for the Company by the State of Florida. He is admitted to the New York Bar, Southern District of New York, and Eastern District of New York. Dominic Leide has served as the President of The Office Gurus division, which is comprised of multiple subsidiaries of the Company, since 2014. Prior to that, he served as Managing Director of The Office Gurus since 2010 and Vice President of Administration and Customer Support of the Company from May 5, 2009 to 2018. Prior to that, he served as U.S. Manager of near-shore operations of the Company since 2008, Director of Customer Excellence of the Company since 2007, and Manager of Special Projects of the Company since 2006. Jake Himelstein has served as the President of the Branded Products segment of the Company since it was formed during the second quarter of 2022. Prior to that he served as President of BAMKO, LLC (which is a part of the Branded Products segment) since July 2, 2021. Prior to that, he served as BAMKO’s Chief Operating Officer and Chief Financial Officer since substantially all of the assets of BAMKO, Inc. were acquired by the Company effective March 1, 2016. Mr. Himelstein also served as the Chief Financial Officer of BAMKO from June 3, 2013 until March 1, 2016. Prior to his time at BAMKO, Mr. Himelstein spent over 9 years at Deloitte in a variety of capacities, including audit and mergers/acquisitions. Mr. Himelstein is a Certified Public Accountant in the state of California and has undergraduate degrees in Business and Accounting from the University of Southern California. Catherine Beldotti Donlan has served as the President of the Company’s Superior Uniform Group Healthcare division since May 2022. Most recently before that, Ms. Beldotti Donlan was the principal of her own consulting firm from 2020-2022 and served as General Manager and Senior Vice President of Retail for Innocor, a Bain Capital Private Equity company from 2018-2020. Prior to that, Ms. Beldotti Donlan held roles General Manager North America for Converse and VP of Sales, from 2010-2017, Director of Strategic Accounts for Puma from 2006-2009, General Manager of Ryka from 2000 - 2006, and multiple management roles at Reebok from 1993-2000.
Compensation Philosophy, Objectives, and Considerations
| ● | short-term incentive compensation that varies in a manner consistent with the achievement of individual performance objectives and/or financial results of the Company (or applicable business unit); |
Compensation Philosophy, Objectives, and Considerations
| ● | long-term incentive compensation that focuses executive efforts on building shareholder value through meeting longer-term financial and strategic goals; and |
Compensation Philosophy, Objectives, and Considerations
In designing and administering the Company’s executive compensation program, the Compensation Committee considers, among other factors, general market and survey data and the pay practices of the compensation peer group (defined below) and other comparable companies to determine the appropriate pay mix and compensation levels. The Compensation Committee believes that incentive compensation should be closely tied to the Company’s (or applicable business unit’s) financial performance and/or the individual performance and responsibility level of the particular executive officer. The Compensation Committee also believes that the Company’s executive compensation program should include a significant equity-based component because it best aligns the executives’ interests with those of the Company’s shareholders. For purposes of retention, the Compensation Committee believes that the equity-based component should have meaningful conditions to encourage valued employees to remain in the employ of the Company. Finally, the Compensation Committee also considers other forms of executive pay as a means to attract, retain, and motivate highly qualified executives. When making compensation decisions, we look at the compensation of our chief executive officer and other named executive officers relative to the compensation paid to similarly-situated executives at companies that we consider to be our peers (“compensation peer group”), as available. We believe that this should be a point of reference for measurement, not the determinative factor for our executives’ compensation. Because the comparative compensation information is just one of several analytic tools that are used in setting executive compensation, the Compensation Committee has discretion in determining the nature and extent of its use. Further, given the limitations associated with comparative pay information for setting individual executive compensation, including the difficulty of assessing and comparing wealth accumulation through equity gains and post-employment amounts at other companies, the Committee may elect not to use the comparative compensation information at all in the course of making compensation decisions. The companies included in the compensation peer group are selected primarily on the basis of their comparability to the Company based on size, as measured through annual revenue, market capitalization, and other financial measures. The Company’s compensation peer group used in connection with 2023 compensation consisted of: ALJ Regional Holdings, Inc., Brady Corp. Ltd., Cimpress PLC, Delta Apparel, Inc., Deluxe Corp., Duluth Holdings Inc., Ennis, Inc., FIGS, Inc., Harte Hanks, Inc., Lands’ End, Inc., Rocky Brands, Inc., StarTek, Inc., TaskUs, Inc., and Vera Bradley, Inc. The Company expects to use this group in connection with 2024 compensation. We also consider and review information from proxy statements of companies not in the compensation peer group and the opinions and recommendations of the chief executive officer, chief financial officer, and various outside advisers, as needed, in considering the appropriate pay mix and compensation levels for the chief executive officer and chief financial officer, and other executives as appropriate. In addition, compensation decisions take into consideration the most recent advisory vote of the Company’s shareholders with respect to the compensation of the named executive officers. In our 2022 annual meeting of shareholders, approximately 89.64% of the votes cast approved such compensation.
Role of the Independent Compensation Consultant
Role of the Independent Compensation Consultant In 2022, the Compensation Committee engaged Korn Ferry to serve as the Compensation Committee’s independent executive compensation consultant. The Compensation Committee previously received executive compensation consulting services from Pearl Meyer & Partners, LLC (“Pearl Meyer”). Korn Ferry, as was its predecessor advisor, was requested to perform services that included, but were not limited to:
Role of the Independent Compensation Consultant
| ● | providing general market compensation and pay practices data; |
Role of the Independent Compensation Consultant
| ● | establishing a public company reference group; |
Role of the Independent Compensation Consultant
| ● | providing compensation and pay practices data of the compensation peer group; |
Role of the Independent Compensation Consultant
| ● | reviewing the Company’s compensation information; |
Role of the Independent Compensation Consultant
| ● | reviewing the design of the executive compensation program; |
Role of the Independent Compensation Consultant
| ● | participating in meetings of the Compensation Committee; |
Role of the Independent Compensation Consultant
| ● | providing independent analysis of chief executive officer, chief financial officer, other officers, and director compensation, including target levels for short- and long-term compensation and base salary ranges; and |
Role of the Independent Compensation Consultant
| ● | advising the Compensation Committee, as requested. |
Role of the Independent Compensation Consultant
In 2023, the Compensation Committee requested that Korn Ferry update and/or provide certain of these items. The advice provided by Pearl Meyer was considered by the Compensation Committee when determining 2022 executive compensation. The advice provided by Korn Ferry was considered by the Compensation Committee when determining 2023 and 2024 executive compensation. We expect to continue to use a compensation consultant to provide advice to the Compensation Committee. The Compensation Committee has the sole authority to hire and terminate its independent executive compensation consultant, and may seek advice from that consultant without the involvement of management. Neither Pearl Meyer nor Korn Ferry provides any other consulting services to the Company. After review and consideration of the relevant factors, the Compensation Committee determined that each of Pearl Meyer and Korn Ferry are independent and that there is no conflict of interest that would result from retaining either firm.
The Elements of Compensation
The Elements of Compensation Total direct compensation includes cash, in the form of base salary and annual incentives, long-term equity incentives, and indirect compensation in the form of benefits. With respect to the named executive officers, the following describes in greater detail the objectives and policies behind the various elements of the compensation mix, as well as the actual compensation for the relevant periods. Base Salary It is the Company’s philosophy that employees be paid a base salary that is competitive with the salaries paid by comparable organizations based on each employee’s experience, performance, value, and geographic location. Generally, the Company has chosen to position cash compensation at levels which will allow the Company to remain competitive in attracting and retaining executive talent. The allocation of total cash between base salary and incentive bonus awards is based on a variety of factors. The Compensation Committee considers a combination of the executive’s performance, the performance of the Company and the individual business or corporate function for which the executive is responsible, the nature and importance of the position and role within the Company, the scope of the executive’s responsibility, and the current compensation package in place for the executive, including the executive’s current annual salary and potential bonus awards under the Company’s short-term incentive program. The Company may deviate from this process when an executive’s compensation is set pursuant to the terms of an agreement entered into in conjunction with the acquisition of the assets or equity of another entity. The Compensation Committee generally evaluates executive salaries annually. For 2024, base salary for the named executive officers has been set as follows: Mr. Benstock, $862,000; Mr. Koempel, $426,400; and Mr. Himelstein, $250,000. Annual Incentive Bonus The Company maintains a strategy of compensating the named executive officers through programs that emphasize performance-based incentive compensation. The Company’s short-term incentive compensation program is designed to recognize and reward named executive officers (and other employees) who contribute meaningfully to the Company’s profitability and shareholder value. For the fiscal year ended December 31, 2023, only Messrs. Benstock and Koempel participated in the annual incentive bonus program. For the fiscal year ending December 31, 2024, only Messrs. Benstock and Koempel will be participating in the program. The fiscal years ended December 31, 2023 and ending December 31, 2024 annual incentive bonuses for Mr. Himelstein are governed by the terms of his employment agreement. Components of the Annual Incentive Bonus Program for Messrs. Benstock and Koempel Under the annual incentive bonus program for 2022, the annual incentive bonus generally tied incentive compensation to net earnings per share as reported in the Company’s audited financial statements and adjusted for certain items (“BEPS”) and achievement of individual goals. Under the annual incentive bonus program for 2023, the annual incentive bonus generally tied incentive compensation to net earnings as reported in the Company’s audited financial statements and adjusted for certain items (“BEL”) and achievement of individual goals. Adjustments made in the calculation of BEPS and BEL typically include bonus expense, stock compensation expense and related tax benefits, and other non-recurring items approved by the Compensation Committee. BEPS and BEL are determined at the business unit level. Each eligible individual’s incentive bonus is based on the BEPS or BEL, as applicable, performance at the business unit(s) that the individual supports. Under this program, the Compensation Committee would establish a minimum BEPS or BEL, as applicable, target that must be reached before any bonuses are earned. The target BEPS and BEL are based upon the annually established financial growth plan and goal. The Compensation Committee would establish for each participant in the program, including named executive officers, an individual target incentive percentage (“TIA”) that may be earned, in whole or in part, depending upon whether the minimum BEPS or BEL, as applicable, target is reached and by how much it is exceeded for the fiscal year. More specifically, the annual incentive bonus for 2022 and 2023 was calculated as follows:
The Elements of Compensation
There was no maximum bonus payment under the program. The executive must have been employed at the time of payout in order to earn the bonus. For 2024, the Company modified the annual incentive bonus program as it applies to the chief executive and chief financial officers. Under the annual incentive bonus program for 2024, the annual incentive bonus generally ties incentive compensation to earnings before interest, taxes, depreciation and amortization (EBITDA) as adjusted for certain items. Adjustments made in the calculation typically include bonus expense and other non-recurring items approved by the Compensation Committee. Under this program, the Compensation Committee establishes both a target adjusted EBITDA (“Earnings Target”) and a minimum adjusted EBITDA (“Minimum Earnings Target”) that must be reached before any bonuses are earned. The Earnings Target is based upon the Company’s annually established financial growth plan. The Compensation Committee establishes for each applicable executive an individual target incentive percentage (“Individual Target”) that may be earned, in whole or in part, depending upon whether the Minimum Earnings Target is reached and by how much it is exceeded for the fiscal year. More specifically, the annual incentive bonus is calculated as follows:
Summary Compensation Table
Summary Compensation Table The following table sets forth all compensation earned during fiscal years 2023 and 2022 by the named executive officers.
Summary Compensation Table
| SUMMARY COMPENSATION TABLE |
Summary Compensation Table
| Name and | | Salary | Bonus | Stock awards | Option awards | Non-equity incentive plan compensation | Change in pension value and nonqualified deferred compensation earnings | All other compensation | Total | | principal position | Year | ($) | ($) (1) | ($) (2) | ($) (3) | ($) (4) | ($) (5) | ($) (6) | ($) | | Michael Benstock | 2023 | 635,267 | - | 1,160,391 | 137,386 | 250,000 | 887,955 | 128,196 | 3,199,195 | | Chief Executive Officer | 2022 | 615,482 | - | 352,557 | 259,821 | - | - | 62,829 | 1,290,689 | | Jake Himelstein | 2023 | 250,000 | - | - | 45,795 | 1,425,768 | - | 57,831 | 1,779,394 | | President, Branded Products | 2022 | 246,154 | - | - | 57,036 | 1,174,513 | - | 52,890 | 1,530,593 | | Michael Koempel | 2023 | 410,000 | - | 248,590 | 91,591 | 100,000 | - | 149,434 | 999,615 | | Chief Financial Officer | 2022 | 234,962 | 100,000 | 119,988 | 9,561 | - | - | 5,414 | 469,925 |
Summary Compensation Table
(1) Includes bonus compensation other than equity and non-equity incentive plan compensation. (2) On February 3, 2023, Mr. Benstock and Mr. Koempel were awarded 96,378 and 20,647 restricted shares, respectively, of the Company’s common stock. These shares were unvested as of December 31, 2023 and vest on February 3, 2026 provided the executives are still employed by the Company on that date. On February 4, 2022, Mr. Benstock and on May 31, 2022, Mr. Koempel were awarded 17,514 and 6,666 restricted shares, respectively, of the Company’s common stock. These shares were unvested as of December 31, 2023 and vest on February 4, 2025 and May 31, 2025, respectively, provided the executives are still employed by the Company on those dates. The amounts reported represent the grant date fair value of the award measured in accordance with FASB ASC Topic 718. Refer to Note 13 – Share Based Compensation in the Notes to the Consolidated Financial Statements in the Annual Report on Form 10-K for the year ended December 31, 2023 for the relevant assumptions used to determine the valuation. The shares of restricted stock and performance shares are subject to accelerated vesting under the terms of the Incentive Plans and/or the award agreements, including upon a change of control. (3) The dollar amounts represent the fair value of the awards granted during each of the years presented in accordance with FASB ASC Topic 718. Refer to Note 13 – Share-Based Compensation in the Notes to the Consolidated Financial Statements included in the Annual Report on Form 10-K for the year ended December 31, 2023 for the relevant assumptions used to determine the valuation. (4) The amounts in this column include (non-discretionary) incentive bonuses earned during the respective calendar year. These amounts are paid during February or March of the following year. See " Executive Compensation" for more information regarding the annual incentive bonus. (5) The amounts reported reflect the aggregate change in the actuarial present value of each named executive officer's accumulated benefit under the defined benefit pension plans in which they participate. The change in pension value reflects changes in age, service and earnings. The Company did not pay above-market or preferential rates on any non-qualified deferred compensation. (6) The Company provides the named executive officers with certain group, health, medical and other non-cash benefits generally available to all salaried employees and not included in this column pursuant to SEC guidance, because they do not discriminate in scope, terms or operation in favor of executive officers. The amounts shown in this column include the following for Mr. Benstock: matching contributions on 401(k) deferrals, insurance premiums for life insurance, insurance premiums for a supplemental medical plan, which is a fully insured hospital and medical expense reimbursement plan covering certain key management employees and their dependents, personal automobile use, and cash payments of dividends on unvested awards of the Company’s common stock awarded under the Incentive Plans. For Mr. Himelstein and Mr. Koempel, the amounts represent matching contributions on 401(k) deferrals and/or discretionary 401(k) contributions and cash payments of dividends on unvested awards of the Company’s common stock awarded under the Incentive Plans. For Mr. Koempel, the amount also includes a relocation allowance paid in 2023.
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table sets forth information regarding the outstanding equity awards held by the named executive officers at December 31, 2023.
Outstanding Equity Awards at Fiscal Year-End
| OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END |
Outstanding Equity Awards at Fiscal Year-End
| | Option Awards | | | | | Stock Awards | | | | | | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options | 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 | | Name | (#) (1) | (#) | (#) | ($) | (2) | (#) (3) | ($) | (#) (3) | ($) | | Michael Benstock | | | | | | 126,931 | 1,713,569 | - | - | | | 15,000 | | | 17.77 | 1/31/2024 | | | | | | | 111,917 | | | 10.97 | 2/7/2025 | | | | | | | | 30,000 | | 20.13 | 2/4/2027 | | | | | | | | 6,994 | | 9.95 | 12/2/2027 | | | | | | | | 30,000 | | 12.04 | 2/3/2028 | | | | | | Jake Himelstein | | | | | | 30,851 | 416,489 | 15,426 | 208,244 | | | 5,627 | | | 17.77 | 1/31/2024 | | | | | | | 7,000 | | | 10.97 | 2/7/2025 | | | | | | | 4,500 | | | 25.75 | 2/5/2026 | | | | | | | | 6,000 | | 20.13 | 2/4/2027 | | | | | | | | 2,840 | | 9.95 | 12/2/2027 | | | | | | | | 10,000 | | 12.04 | 2/3/2028 | | | | | | Mike Koempel | | | | | | 27,313 | 368,726 | - | - | | | | 2,717 | | 9.95 | 12/2/2027 | | | | | | | | 20,000 | | 12.04 | 2/3/2028 | | | | |
Outstanding Equity Awards at Fiscal Year-End
(1) Options and stock-settled stock appreciation rights vest two years after the grant date, except for grants made on December 2, 2022 that vest three years after the grant date. (2) The expiration date of each grant occurs five years after the date of the grant. (3) On February 3, 2023, Mr. Benstock was awarded 96,378 restricted shares of the Company’s common stock. These shares were unvested as of December 31, 2023 and vest on February 3, 2026 provided the executive is still employed by the Company on that date. On February 4, 2022, Mr. Benstock was awarded 17,514 restricted shares of the Company’s common stock. These shares were unvested as of December 31, 2022 and vest on February 4, 2025 provided the executive is still employed by the Company on that date. On February 5, 2021, Mr. Benstock was awarded 13,039 shares of the Company’s common stock. These shares were unvested as of December 31, 2022 and vest on February 5, 2024 provided the executive is still employed by the Company on that date. On July 1, 2021, Mr. Himelstein was awarded 30,851 restricted shares of the Company’s common stock. These shares were unvested as of December 31, 2023 and 60% of the shares vest on July 1, 2024, 20% of the shares vest on July 1, 2025 and 20% of the shares vest on July 1, 2026 provided the executive is still employed by the Company on those dates. In addition, on July 1, 2021, Mr. Himelstein was awarded 30,851 performance shares that vest on December 31, 2026 provided the executive is still employed by the Company on that date and the defined performance conditions are met. On February 3, 2023, Mr. Koempel was awarded 20,647 restricted shares of the Company’s common stock. These shares were unvested as of December 31, 2023 and vest on February 3, 2026 provided the executive is still employed by the Company on that date. On May 31, 2022, Mr. Koempel was awarded 6,666 restricted shares of the Company’s common stock. These shares were unvested as of December 31, 2023 and vest on May 31, 2025 provided the executive is still employed by the Company on that date. The shares of restricted stock and performance shares are subject to accelerated vesting under the terms of the Incentive Plans and/or the terms of the award agreement, including upon a change of control.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control
Employment Agreements with Mr. Koempel and Mr. Himelstein
Employment Agreements with Mr. Koempel and Mr. Himelstein Mr. Koempel entered into an employment agreement with the Company effective February 13, 2024. It expires on December 31, 2028 unless sooner terminated in accordance with its terms. Mr. Koempel’s agreement contains provisions on severance. If he is terminated without Cause within 12 months after the completion of a Change in Control, or if Mr. Koempel is terminated without Cause or resigns with Good Reason, during the term of the agreement, Mr. Koempel is entitled to an amount equal to (a) 2 times his highest annual compensation, if such termination event occurs on or before December 31, 2026, or (b) 1.1 times his highest annual compensation, if such event occurs between January 1, 2027 and December 31, 2028, inclusive, in addition to the amounts he would receive upon any termination, including (i) accrued but unpaid base salary and bonus, (ii) incurred but not reimbursed expenses, and (iii) nonforfeitable benefits already earned and payable. Mr. Koempel’s right to receive certain of these items is contingent upon him fulfilling certain post-termination obligations, including the execution of a general release. For purposes of clauses (a) and (b) above, highest annual compensation is the sum of Mr. Koempel’s single highest base salary during the preceding three-year period and the average of the annual cash bonuses paid or payable to Mr. Koempel that were calculated based on the results of the 3 full fiscal years ended immediately before his termination of employment (regardless of when paid), or, if greater, the 3 full fiscal years ended immediately prior to a Change in Control (or, if applicable, such lesser period for which cash annual bonuses were paid or payable to him). His agreement defines “Good Reason” as:
Employment Agreements with Mr. Koempel and Mr. Himelstein
| ● | a material reduction in Mr. Koempel’s base salary or material change to the structure of Mr. Koempel’s incentive compensation plan, in each case only if without Mr. Koempel’s consent; |
Employment Agreements with Mr. Koempel and Mr. Himelstein
| ● | a material, adverse reduction in Mr. Koempel’s authority, title, reporting relationship, duties, or responsibilities (other than temporarily while Mr. Koempel is physically or mentally incapacitated or as required by applicable law), but only if without Mr. Koempel’s consent; |
Employment Agreements with Mr. Koempel and Mr. Himelstein
| ● | Mr. Koempel is required by the Company to be based in a location not of Mr. Koempel’s choosing, except for required travel on Company business; or |
Employment Agreements with Mr. Koempel and Mr. Himelstein
| ● | the Company’s uncured breach of a material provision of the agreement. |
Employment Agreements with Mr. Koempel and Mr. Himelstein
“Cause” is defined in the agreement as:
Employment Agreements with Mr. Koempel and Mr. Himelstein
| ● | gross negligence or willful misconduct in the performance of Mr. Koempel’s duties; |
Employment Agreements with Mr. Koempel and Mr. Himelstein
| ● | continued failure to substantially perform Mr. Koempel’s employment duties; |
Employment Agreements with Mr. Koempel and Mr. Himelstein
| ● | breach of the employment agreement or any other agreement with the Company; and |
Employment Agreements with Mr. Koempel and Mr. Himelstein
| ● | certain crimes or other acts or omissions. |
Employment Agreements with Mr. Koempel and Mr. Himelstein
Subject to certain exceptions specified in the agreement, a “Change in Control” generally means that any of the following occurs (subject to certain exceptions specified in the agreement):
Employment Agreements with Mr. Koempel and Mr. Himelstein
| ● | the Company sells all or substantially all of its assets to an entity that is not an affiliate (in a transaction requiring shareholder approval; |
Employment Agreements with Mr. Koempel and Mr. Himelstein
| ● | any person or group of persons within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, other than the Company’s affiliates, becomes the beneficial owner, directly or indirectly, of more than 50% of the Company’s equity securities or outstanding voting stock (whether by way of purchase of stock or other equity securities, merger or otherwise); or |
Employment Agreements with Mr. Koempel and Mr. Himelstein
| ● | any transaction that qualified as a liquidation, dissolution, or winding up of the Company. |
Employment Agreements with Mr. Koempel and Mr. Himelstein
Mr. Himelstein entered into an employment agreement with the Company effective July 1, 2021, which expires December 31, 2026 unless sooner terminated in accordance with its respective terms. Mr. Himelstein’s employment agreement contains substantially similar provisions on severance. If the employee is terminated without cause within 12 months after the completion of a Change in Control, or if the employee is terminated without cause or resigns with Good Reason, during the term of the agreement, the employee is entitled to an amount equal to (a) 2 times his highest annual compensation, as determined by the sum of the employee’s single highest base salary during the preceding three-year period and the average of the annual cash bonuses paid or payable to the employee that were calculated based on the results of the 3 full fiscal years ended immediately before his termination of employment (regardless of when paid), or, if greater, the 3 full fiscal years ended immediately prior to a Change in Control (or, if applicable, such lesser period for which cash annual bonuses were paid or payable to him), (b) accrued but unpaid base salary and bonus, (c) incurred but not reimbursed expenses, and (d) nonforfeitable benefits already earned and payable. The employee’s right to receive certain of these items is contingent upon him fulfilling certain post-termination obligations. His employment agreement defines “Good Reason” as:
Employment Agreements with Mr. Koempel and Mr. Himelstein
| ● | a material, adverse reduction in the employee’s authority, duties, or responsibilities (other than temporarily while he is physically or mentally incapacitated or as required by applicable law); |
Employment Agreements with Mr. Koempel and Mr. Himelstein
| ● | the employee being required by the employer to reside in a location not of his choosing; or |
Employment Agreements with Mr. Koempel and Mr. Himelstein
| ● | employer’s uncured breach of a material provision of the employment agreement. |
Employment Agreements with Mr. Koempel and Mr. Himelstein
“Cause” is defined in the agreement as:
Employment Agreements with Mr. Koempel and Mr. Himelstein
| ● | gross negligence or willful misconduct in the performance of Mr. Himelstein’s duties; |
Employment Agreements with Mr. Koempel and Mr. Himelstein
| ● | continued failure to substantially perform Mr. Himelstein’s employment duties; |
Employment Agreements with Mr. Koempel and Mr. Himelstein
| ● | material breach of the employment agreement; and |
Employment Agreements with Mr. Koempel and Mr. Himelstein
| ● | certain crimes or other acts or omissions. |
Employment Agreements with Mr. Koempel and Mr. Himelstein
Subject to certain exceptions specified in the agreements, a “Change in Control” generally means that any of the following occurs (subject to certain exceptions specified in the agreement):
Employment Agreements with Mr. Koempel and Mr. Himelstein
| ● | the Company sells all or substantially all of its assets to an entity that is not an affiliate (in a transaction requiring shareholder approval); |
Employment Agreements with Mr. Koempel and Mr. Himelstein
| ● | any person or group of persons within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, other than the Company’s affiliates, becomes the beneficial owner, directly or indirectly, of more than 50% of the Company’s equity securities or outstanding voting stock (whether by way of purchase of stock or other equity securities, merger or otherwise); or |
Employment Agreements with Mr. Koempel and Mr. Himelstein
| ● | any transaction that qualified as a liquidation, dissolution, or winding up of the Company. |
Employment Agreements with Mr. Koempel and Mr. Himelstein
The Compensation Committee has determined that the foregoing severance and change in control benefits are an important part of a competitive overall compensation arrangement for these named executive officers, are consistent with the objective of attracting, motivating and retaining highly talented executives and are important as a recruitment and retention device. The Compensation Committee also has concluded that change in control benefits help to secure the continued employment and dedication of these named executive officers, mitigate concern that they might have regarding their continued employment prior to or following a change in control and encourage independence and objectivity when considering possible transactions that may be in the best interests of the Company’s shareholders but may possibly result in the termination of their employment. The Compensation Committee has determined that the payment or provision of the foregoing severance and change in control benefits is consistent with competitive practices for positions at the level of these named executive officers. The potential amount of such benefits that an executive may receive in the event of a change in control did not influence the Compensation Committee’s decisions regarding other compensation elements due to the fact that a change in control may never occur during the named executive officer’s term of employment.
Director Compensation
Director Compensation The Compensation Committee reviews on an annual basis the compensation of Directors for service on the Board and recommends changes to such compensation to the Board, which makes the ultimate decision on director compensation. In recommending Director compensation, the Compensation Committee may take into account general market data, including that provided by its compensation consultant. Directors who are employees of the Company receive no extra compensation for their services as Directors. From February 7, 2014 until May 12, 2023, each non-employee Director was eligible to receive the following types of compensation:
Director Compensation
| ● | Annual Board retainer; |
Director Compensation
| ● | Annual committee retainer, with the amount of the retainer varying by committee; |
Director Compensation
| ● | Per meeting (Board and committee) fees; |
Director Compensation
| ● | Stock options; and |
Director Compensation
| ● | Restricted common stock |
Director Compensation
Commencing May 12, 2023, the Company no longer compensates Directors on a per meeting basis. Instead, each non-employee Director is eligible to receive the following types of compensation:
Director Compensation
| ● | Annual Board retainer; |
Director Compensation
| ● | Annual committee retainer for non-chair committee members, with the amount of the retainer varying by committee; |
Director Compensation
| ● | Retainer premiums for the Lead Director (in addition to the annual Board retainer) and committee chairs (in lieu of the annual retainer); |
Director Compensation
| ● | Stock options; and |
Director Compensation
| ● | Restricted common stock |
Director Compensation
Commencing May 12, 2023, the amounts per category that each non-employee Directors is eligible to receive are:
Director Compensation
| ● | Annual Board retainer: $40,000 |
Director Compensation
| ● | Annual committee retainers for non-chair committee members: |
Director Compensation
| o | Audit Committee: $6,000 |
Director Compensation
| o | Corporate Governance, Nominating & Ethics Committee: $3,000 |
Director Compensation
| o | Compensation Committee: $3,000 |
Director Compensation
| o | Capital Committee: $2,000 |
Director Compensation
| ● | Retainer premiums: |
Director Compensation
| o | Lead Director: $17,500 |
Director Compensation
| o | Chair of Audit Committee: $14,000 |
Director Compensation
| o | Chair of Corporate Governance, Nominating & Ethics Committee: $10,000 |
Director Compensation
| o | Chair of Compensation Committee: $10,000 |
Director Compensation
| o | Chair of Capital Committee: $8,000 |
Director Compensation
| ● | Stock options: 2,750 |
Director Compensation
| ● | Restricted common stock: Lead director: $80,000; other non-employee Directors: $75,000 |
Director Compensation
All annual retainers are paid in equal quarterly installments. The restricted stock vests three years after date of grant. Commencing in 2024, the above Director equity compensation will be granted in May of each applicable year as opposed to at multiple times during the year. Non-employee Directors are entitled to reimbursement for expenses incurred in connection with their attendance at Board of Directors and committee meetings. In addition, non-employee Directors are eligible to receive additional stock option grants pursuant to our 2022 Equity and Awards Incentive Plan. The following table sets forth information regarding the compensation received by each of the Company's Directors during the year ended December 31, 2023, except for Mr. Benstock, whose compensation is set forth in the Summary Compensation Table above.
Director Compensation
| DIRECTOR COMPENSATION |
Director Compensation
| | Fees Earned or | Stock | Option | All Other | | | | Paid in Cash | Awards | Awards | Compensation | Total | | Name | ($) | ($) (1) | ($) (2) | ($) (3) | ($) | | Sidney Kirschner | 12,375 | - | - | - | 12,375 | | Robin Hensley | 53,375 | 74,993 | 5,718 | - | 134,086 | | Paul Mellini | 72,250 | 79,998 | 5,718 | - | 157,966 | | Todd Siegel | 53,875 | 74,993 | 5,718 | - | 134,586 | | Venita Fields | 54,375 | 74,993 | 5,718 | - | 135,086 | | Andrew Demott | 30,000 | 74,993 | 5,718 | 144,939 | 255,650 |
Director Compensation
(1) On November 8, 2023 the Board of Directors approved a restricted stock grant under the terms of the 2022 Stock and Awards Plan to the five non-employee Directors. Mr. Mellini received 8,040 shares, and Ms. Hensley, Mr. Demott, Mr. Siegel, and Ms. Fields each received 7,537 shares. The fair value on the date of grant was $9.95 per share. These shares are unvested and will vest if the Directors are still serving on the Company’s Board of Directors on November 8, 2026. The shares are subject to accelerated vesting under certain circumstances as outlined in the 2022 Stock and Awards Plan. Ms. Hensley previously was granted restricted stock on each of November 11, 2021 and November 4, 2022; in recognition of Ms. Hensley’s service to the Company, the Company is accelerating the vesting of these grants as of May 9, 2024 on a prorated basis. (2) Stock options for our non-employee Directors are granted annually. On May 12, 2023, each of the non-employee Directors was awarded 2,750 options that vest two years from the date of grant. The options were granted with an exercise price of $8.33 per share. The amount shown in this column is the grant date fair value computed in accordance with FASB ASC Topic 718. Refer to Note 13 – Share-Based Compensation in the Notes to Consolidated Financial Statements included in the Annual Report on Form 10-K for the year ended December 31, 2023 for the relevant assumptions used to determine the valuation of our option awards. All such awards are granted with an exercise price equal to the closing price of the common stock on the date of grant as reported on NASDAQ and expire ten years after the date of grant. As of December 31, 2023, Mr. Demott had 2,750 options outstanding for his service on the Board of Directors. Of such options, none are exercisable and 2,750 vest on May 12, 2025. As of December 31, 2023, Mr. Demott had 38,000 options and stock appreciation rights outstanding for his service as Chief Financial Officer. Of such options and stock appreciation rights, all are exercisable. As of December 31, 2023, Ms. Hensley had 27,778 options outstanding. Of such options, 22,278 are exercisable, 2,750 vest on May 13, 2024 and 2,750 vest on May 12, 2025. In recognition of Ms. Hensley’s service to the Company, the Company is accelerating as of May 9, 2024 the vesting of a prorated portion of Ms. Hensley’s May 12, 2023 award and the full amount of Ms. Hensley’s May 13, 2022 award. As of December 31, 2023, Mr. Mellini had 33,879 options outstanding. Of such options, 28,379 are exercisable, 2,750 vest on May 13, 2024 and 2,750 vest on May 12, 2025. As of December 31, 2023, Mr. Siegel had 34,425 options outstanding. Of such options, 28,925 are exercisable, 2,750 vest on May 13, 2024 and 2,750 vest on May 12, 2025. As of December 31, 2023, Ms. Fields had 16,173 options outstanding. Of such options, 10,673 are exercisable, 2,750 vest on May 13, 2024 and 2,750 vest on May 12, 2025. (3) Prior to his time as a member of the Board of Directors, Mr. Demott served as the Company's Chief Operating Officer ("COO") until his retirement on March 31, 2023. Mr. Demott's compensation for his time serving as COO during calendar year 2023 totaled $144,939 which is comprised of $126,750 of salary earned, $5,642 change in pension value and $12,547 of other compensation.
Director Compensation
| Equity Compensation Plan Information | | The following table provides information about our common stock that may be issued upon the exercise of options, warrants, rights and restricted stock under all our existing equity compensation plans as of December 31, 2023: |
Director Compensation
| Plan category | (a) Number of securities to be issued upon exercise of outstanding options, warrants and rights | (b) Weighted-average exercise price of outstanding options, warrants and rights | (c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | | Equity compensation Plans approved by Security holders | 1,245,684 | $14.64 | 1,262,209 | | Equity compensation Plans not approved by Security holders | - | - | - | | Total | 1,245,684 | | 1,262,209 |
PAY VERSUS PERFORMANCE(1)
PAY VERSUS PERFORMANCE(1) This section is included to respond to Item 402(v) of Regulation S-K. For a more comprehensive analysis of the compensation of our named executive officers, please see the Executive Compensation section of this proxy statement. In the table and footnotes below, “PEO” refers to our principal executive officer, Michael Benstock. (1) The disclosure in this section is not to be incorporated by reference in any of our filings under the Securities Act of 1933, as amended, or the Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
PAY VERSUS PERFORMANCE(1)
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | | Year | Summary compensation table (SCT) total for PEO ($) (1) | Compensation actually paid to PEO ($) (2) | Average summary compensation table total for non-PEO NEOs ($) (1) | Average compensation actually paid to non-PEO NEOs ($) (2) | Value of initial fixed $100 investment based on Total shareholder return ($) (3) | Net income (loss) ($)(in thousands)(4) | | 2023 | 3,199,195 | 2,576,255 | 1,389,505 | 1,848,318 | 65 | 8,772 | | 2022 | 1,290,689 | 351,852 | 940,426 | 458,722 | 46 | (31,970) | | 2021 | 5,874,538 | 2,582,881 | 2,849,855 | 4,951,407 | 96 | 29,440 |
PAY VERSUS PERFORMANCE(1)
(1) Reflects compensation amounts reported in the Summary Compensation Table for our chief executive officer, Michael Benstock, and collectively for our non-PEO named executive officers for the respective years shown. The following non-PEO named executive officers are included in the average figures shown: 2023: M. Koempel and J. Himelstein 2022: M. Koempel, A. Demott, P. Koosed, D. Leide and J. Himelstein; and 2021: A. Demott, P. Koosed, D. Leide and J. Himelstein. (2) Reflects compensation actually paid to our PEO and average compensation actually paid to our non-PEO named executive officers in 2023, 2022 and 2021, consisting of the respective amounts set forth in columns (b) and (d) of the table above, adjusted as set forth in the following tables, as determined in accordance with SEC rules. For information regarding the decisions made by our Compensation Committee with regard to the named executive officers’ compensation for each fiscal year, please see the Executive Compensation section of this proxy statement reporting pay for the fiscal years covered in the table above.
PAY VERSUS PERFORMANCE(1)
| Non-PEO NEOs | | | | | Year | 2023 | 2022 | 2021 | | | Average | Average | Average | | | See Column (d) note above | See Column (d) note above | See Column (d) note above | | Summary Compensation Table (SCT) Total Compensation | $1,389,505 | $940,426 | $2,849,855 | | Deduct: Amounts Reported under the "Stock Awards" Column in the SCT | 124,295 | 24,000 | 1,213,388 | | Deduct: Amounts Reported under the "Option Awards" Column in the SCT | 68,693 | 51,366 | 102,645 | | Deduct: Change in pension value and nonqualified deferred compensation earnings | - | - | (446,667) | | Add: Fair Value of Awards Granted during the year that Remain Unvested as of Year-end | 197,267 | 41,770 | 1,223,979 | | Change in Fair Value from Prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding & Unvested as of Year-end | 66,263 | (587,872) | (14,115) | | Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year | 2,295 | (10,968) | 22,322 | | Compensation Actually Paid | $1,848,318 | $458,722 | $4,951,407 |
PAY VERSUS PERFORMANCE(1)
Equity Valuations: Stock option grant date fair values are calculated based on the Black-Scholes option pricing model as of date of grant. Adjustments have been made using stock option fair values as of each measurement date using the stock price as of the measurement date and updated assumptions (i.e., term, volatility, dividend yield, risk free rates) as of the measurement date. Performance-based share unit grant date fair values are calculated using the stock price as of date of grant assuming target performance. Adjustments have been made using the stock price and performance accrual modifier as of year-end. Time-based restricted stock award grant date fair values are calculated using the stock price as of date of grant. Adjustments have been made using the stock price as of year-end and as of each date of vest. (3) For the relevant fiscal year, represents the cumulative total shareholder return (TSR) of the Company for the measurement periods ending on December 31 of each of 2023, 2022 and 2021, respectively. (4) Reflects “Net Income (loss)” in the Company’s Consolidated Statements of Comprehensive Income (Loss) included in the Company’s Annual Reports on Form 10-K for each of the years ended December 31, 2023, 2022 and 2021, respectively. The Company believes that the compensation shown in columns (b)-(e) for each of 2023, 2022 and 2021 is appropriate given the Company’s achieved TSR (column (f)) and Net Income (Loss) (column (g)) for each of those years, respectively. The Company also believes that the change in compensation year-over-year is indicative of the change in the Company’s achieved TSR and Net Income (Loss) between those years. The PEO’s total compensation shown in the Summary Compensation Table for 2023 was 248% of the amount for 2022, and his compensation actually paid in 2023 was 732.2% of the amount in 2022. For the non-PEO named executive officers, the average total compensation shown in the Summary Compensation Table for 2023 was 147.8% of the amount for 2022, and compensation actually paid in 2023 was 402.9% of the amount in 2022. This compares to a TSR in 2023 that was 141.3% of the TSR in 2022, and a net income (loss) amount that changed from ($32.0) million in 2022 to $8.8 million in 2023. The PEO’s total compensation shown in the Summary Compensation Table for 2022 was 22% of the amount for 2021, and his compensation actually paid in 2022 was 13.6% of the amount in 2021. For the non-PEO named executive officers, the average total compensation shown in the Summary Compensation Table for 2022 was 33.0% of the amount for 2021, and compensation actually paid in 2022 was 9.3% of the amount in 2021. This compares to a TSR in 2022 that was 47.9% of the TSR in 2021, and a net income (loss) amount that changed from $29.4 million in 2021 to ($32.0) million in 2022. Please refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 for a comprehensive discussion of, including the reasons for, the Company’s financial results for fiscal year 2023.
PAY VERSUS PERFORMANCE(1)
| PEO | | | | | Year | 2023 | 2022 | 2021 | | Summary Compensation Table (SCT) Total Compensation | $3,199,195 | $1,290,689 | $5,874,538 | | Deduct: Amounts Reported under the "Stock Awards" Column in the SCT | (1,160,391) | (352,557) | (335,754) | | Deduct: Amounts Reported under the "Option Awards" Column in the SCT | (137,386) | (259,821) | - | | Deduct: Change in pension value and nonqualified deferred compensation earnings | (887,955) | - | (3,128,555) | | Add: Fair Value of Awards Granted during the year that Remain Unvested as of Year-end | 1,416,903 | 307,889 | 286,076 | | Change in Fair Value from Prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding & Unvested as of Year-end | 116,201 | (518,503) | (131,068) | | Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year | 29,688 | (115,845) | 17,644 | | Compensation Actually Paid | $2,576,255 | $351,852 | $2,582,881 |
PAY VERSUS PERFORMANCE(1)
Equity Valuations: Stock option grant date fair values are calculated based on the Black-Scholes option pricing model as of date of grant. Adjustments have been made using stock option fair values as of each measurement date using the stock price as of the measurement date and updated assumptions (i.e., term, volatility, dividend yield, risk free rates) as of the measurement date. Time-vested restricted stock award grant date fair values are calculated using the stock price as of date of grant. Adjustments have been made using the stock price as of year-end and as of each date of vest.