DEF 14A of Superior Group Of Companies, Inc.
Filed Mar 23, 2026 · FY20250001437749-26-009335
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. 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 2027 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, Loreen Spencer, Susan Lattmann, Andrew D. Demott, Jr., and Michael W. Koempel. See “Management - Directors and Executive Officers” for further information on such nominees. Our current director Venita Fields 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 13, 2026 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 | 70 | Chief Executive Officer, Chairman of the Board, and a member of the Executive Committee | | Paul Mellini | 73 | Lead Director and a member of the Corporate Governance, Nominating & Ethics, Compensation*, and Executive* Committees | | Todd Siegel | 67 | Director and a member of the Corporate Governance, Nominating & Ethics*, Compensation, and Capital Committees | | Loreen Spencer | 60 | Director and member of the Audit* and Capital Committees | | Susan Lattmann | 58 | Director and member of the Audit, Corporate Governance, Nominating & Ethics, and Compensation Committees | | Andrew D. Demott, Jr. | 62 | Director and a member of the Capital and Executive Committees+ | | Michael W. Koempel | 56 | President, Chief Financial Officer and Assistant Secretary | | Jordan M. Alpert | 49 | Chief Legal Officer, Senior Vice President and Secretary | | Dominic Leide | 50 | President, The Office Gurus | | Jake Himelstein | 43 | President, Branded Products | | | | *Chairperson of the Committee | | | | +Mr. Demott retired as Chief Operating Officer of the Company effective March 31, 2023. He is expected to become independent as of April 1, 2026 and to begin serving on the Audit Committee effective the date of the Annual Meeting. |
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 Chief Executive Officer of the Company since October 24, 2003. Prior to that he served as President of the Company from October 24, 2003 until September 12, 2025, 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 has served on the Board of Directors and as a member of the Audit, Corporate Governance and Nominating, and Compensation Committees of Crown Crafts, Inc. (Nasdaq: CRWS) since May 1, 2023. Prior to that he 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 was a Trustee of the Committee for Economic Development of The Conference Board and sat on its Workforce Committee from January 1, 2023 until December 31, 2024. Our Corporate Governance, Nominating & Ethics Committee nominated Mr. Benstock at the recommendation of a non-management director. Mr. Benstock brings to the Board considerable business experience, including more than 30 years as an executive officer of the Company, and Board experience. These 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 (and has served since January 2019) as President of Paulucci International, Managing Partner of PAR 3 Holdings, LLC with real estate assets in Virginia and Washington DC, and a board member and Managing Director of one family foundation overseeing assets of approximately $1.25 million. He is also the Trustee and personal representative of various entities and oversees real estate, equities, bonds and cash assets in excess of $160 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 to that he was Regional President of First Union Bank of the Greater Tampa Bay Area from April 1995 to December 2001. He also holds a Florida Real Estate license. Our Corporate Governance, Nominating & Ethics Committee nominated Mr. Mellini at the recommendation of a non-management director. Mr. Mellini brings to the Board considerable business, corporate governance (including significant contributions serving on the Company’s Board), and financial experience. The nature of knowledge and experience as a chief executive officer and his 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 his nomination for re-election. Todd Siegel has been a Director of the Company since February 7, 2014. He currently is (and has been since April 2017) the Chief Executive Officer of Centered Solutions, LLC, an international provider of pharmacy workflow software, supply chain integration and packaging 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 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. Our Corporate Governance, Nominating & Ethics Committee nominated Mr. Siegel at the recommendation of a non-management director. Mr. Siegel brings to the Board considerable experience as chief executive officer, chairman, and director of a publicly-held company, all of which enhance the Board’s oversight of the Company's business operations and capital allocation. These are the primary reasons for his nomination for re-election. Loreen Spencer has been a Director of the Company since February 12, 2024. She 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 is the Audit & Risk Committee Chair 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 Board of Directors and is the Audit Committee Chair of Exzeo Group, Inc., a technology-powered insurance solutions company. Ms. Spencer previously served on the Board of Directors and the Audit and Compensation Committees of HCI Group, Inc. (NYSE: HCI). Ms. Spencer is a founding board member and from 2002 through 2024 was 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 to the Board considerable business, accounting and financial experience. 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 re-election.
Directors and Executive Officers
Susan Lattmann has been a Director of the Company since February 12, 2024. She currently serves (and has served since July 2021) as the Chief Financial Officer for The Row, an international luxury apparel retailer. Ms. Lattmann currently serves on the boards of Aterian, Inc. (Nasdaq: ATER), where she has been a director since February 2022, and Farmer Focus, a privately held organic poultry company, where she has served since November 2021. She is Chair of the Audit Committee and a member of the Nominating and Governance and Compensation Committees at Aterian, Inc. and Chair of the Audit Committee at Farmer Focus. Ms. Lattmann previously served on the Board of Landsea Homes Corporation (Nasdaq: LSEA) from January 2022 to June 2023 and again from January 2025 through July 2025, where she was Co-Chair of the Compensation Committee. From 1996 to 2019, Ms. Lattmann held senior leadership roles at Bed Bath & Beyond Inc., including Chief Financial Officer and Chief Administrative Officer. She began her professional career with Arthur Andersen LLP. 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 to the Board considerable business, accounting and financial experience. 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 re-election. Andrew D. Demott, Jr. has been a Director of the Company since 2018. He retired as an employee of the Company effective March 31, 2023, having 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. 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. Our Corporate Governance, Nominating & Ethics Committee nominated Mr. Demott at the recommendation of a non-management director. Mr. Demott brings to the Board considerable business, accounting and financial experience, including from his prior history as a director and chief financial and chief operating officers of the Company. His extensive knowledge of the Company and his 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 his nomination for re-election. Michael W. Koempel has served as President of the Company since September 12, 2025 and Chief Financial Officer of the Company since he joined the Company in May 2022. 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). Jordan M. Alpert has served as Chief Legal Officer, Senior Vice President and Secretary 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 Contact Centers segment (also known as “The Office Gurus”), 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. There are no family relationships between our directors, director nominees and executive officers.
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. For the year ended December 31, 2025, the Company did not engage in benchmarking of compensation against a peer group. 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 2025 annual meeting of shareholders, approximately 87.32% 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. In 2023, the Compensation Committee requested that Korn Ferry update and/or provide certain of these items. In 2024, Korn Ferry advised on a specific performance-based equity grant component. In 2025, the Compensation Committee did not consult with Korn Ferry in connection with executive compensation matters. The advice provided by Korn Ferry was considered by the Compensation Committee when determining 2023 and 2024 executive compensation and served as the basis for executive compensation considerations in 2025. We expect to continue to use a compensation consultant, as appropriate, 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. After review and consideration of the relevant factors, the Compensation Committee determined that Korn Ferry is independent and that there is no conflict of interest that would result from retaining it.
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 2026, base salary for the named executive officers has been set as follows: Mr. Benstock, $1,044,399; Mr. Koempel, $665,625; and Mr. Himelstein, $400,000. 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, 2025, only Messrs. Benstock and Koempel participated in the annual incentive bonus program. For the fiscal year ending December 31, 2026, only Messrs. Benstock and Koempel will be participating in the program. The fiscal years ended December 31, 2025 and ending December 31, 2026 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 2025, the Company maintained the same incentive bonus program that was in effect for the chief executive and chief financial officers for 2024 but clarified certain terms of the program. Under the annual incentive bonus program for 2025, 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 a target adjusted EBITDA (“Earnings Target”), a minimum adjusted EBITDA (“Minimum Earnings Target”) that must be reached before any bonuses are earned, and a maximum adjusted EBITDA (“Maximum Earnings Target”) that determines the maximum bonus payout. 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:
The Elements of Compensation
There is a maximum bonus payment under the program of 200% of the Individual Target. The executive must be employed at the time of payout in order to earn the bonus. For 2026, the Company maintains the same incentive bonus program that was in effect for the chief executive and chief financial officers for 2025. Metrics for the Fiscal Year 2025 For 2025, the Individual Targets were set as follows: Mr. Benstock, 93% and Mr. Koempel, 61%. The Earnings Target for 100% payout of the Individual Target in 2025 was set at $39,656,000 for Messrs. Benstock and Koempel. Metrics for the Fiscal Year 2026 For 2026, the Individual Targets have been set as follows: Mr. Benstock, 93% and Mr. Koempel, 61%. The Earnings Target for 100% payout of the Individual Target in 2026 is set at $31,106,000 for Messrs. Benstock and Koempel. Components of the Annual Incentive Bonus for Mr. Himelstein Fiscal Year 2025 For 2025, Mr. Himelstein is eligible for an annual incentive bonus equal to 2.5% of (a) the EBITDA of consolidated BAMKO plus that of any other divisions added to Mr. Himelstein’s responsibilities by the Company for the applicable calendar year, plus any expense from contingent liabilities, plus the accrual, if any, for Mr. Himelstein’s bonus, minus any income recognized from adjustments to contingent liabilities from acquisitions made by BAMKO and/or another division added to Mr. Himelstein’s responsibilities, less (b) for any acquisition(s) that closed between November 4, 2024 and December 31, 2027, inclusive, eighty percent (80%) of the greater of (i) the projected amount of acquired EBITDA that is expected to be achieved over the first twelve (12) months starting with the date that the acquisition closed, or (ii) the trailing twelve (12) month EBITDA of the entity from which the acquired assets and/or equity were purchased as of the date that the acquisition closed (in the case of (i) and/or (ii), prorated during the fiscal year in which the acquisition closed based on the amount of time from the closing of the acquisition through the end of that fiscal year). Fiscal Year 2026 For 2026, Mr. Himelstein is eligible for an annual incentive bonus on the same terms and subject to the same performance calculation methodology as in Fiscal Year 2025, as described above. The Company also, from time-to-time, awards discretionary annual bonuses to executives (and other employees). These bonuses are designed to further the Company’s compensation philosophy and objectives, including retaining and rewarding valuable employees. In fiscal year 2025, the Company did not pay discretionary bonuses to its named executive officers. Long-Term Incentive Awards Long-term incentive awards are an important component of the Company’s total compensation package. The Compensation Committee believes that equity-based compensation ensures that the Company’s named executive officers have a continuing stake in the long-term success of the Company. Accordingly, the Company’s named executive officers (and other employees) may participate in the 2013 incentive stock and awards plan (the “2013 Stock and Awards Plan” or the “2013 Plan”) and/or the 2022 equity incentive and awards plan (the “2022 Equity Incentive and Awards Plan” or the “2022 Plan”), each of which provides for grants of equity incentive awards, including stock options, performance shares, performance units, restricted stock awards, stock appreciation rights (“SARs”), and other stock-based awards. Awards were eligible to be granted under the 2013 Plan until May 13, 2022. Awards are eligible to be granted under the 2022 Plan until May 13, 2032, unless the 2022 Plan is terminated prior to that date. The Compensation Committee approves all awards under the 2013 Plan and 2022 Plan and acts as the administrator of each of the 2013 Plan and 2022 Plan. In this proxy statement, we refer to the 2013 Plan and the 2022 Plan collectively as the “Incentive Plans.” Award levels under the Incentive Plans for the chief executive officer and chief financial officer are determined based on general market data, the compensation practices of the compensation peer group, retention of these executives, fairness, fostering improved Company performance, and other considerations; award levels under the Incentive Plans for the other executives are determined based on retention of these executives, fairness, fostering improved Company performance, and other considerations. In general, stock options and SARs granted under the Incentive Plans vest immediately or over a two-year period, have a 5-year term, and have an exercise price equal to the fair market value of the Company’s common stock at closing on the date of grant (or 110% of the fair market value for 10%+ shareholders, as determined under the Internal Revenue Code). For restricted stock, the shares generally are held by the Company’s transfer agent until restrictions lapse. Participants generally are entitled to any dividends payable on their restricted stock and to vote their shares. Restricted stock cannot be sold or transferred until the shares vest. Should an executive officer leave the Company prior to the completion of the applicable vesting schedule, the unvested portion of the grant is forfeited, with certain exceptions. The determination of whether equity compensation awards will be granted generally is made following the conclusion of the prior fiscal year because the awards are made (or not) based upon the Compensation Committee’s assessment of the Company’s overall performance for such period, as well as the committee’s assessment of the individual’s overall performance over the same time. This determination is generally made considering the totality of the circumstances and not necessarily on the basis of one or more specified performance metrics. The Compensation Committee also occasionally evaluates whether any grants should be awarded at other times of the year. The Company also may award performance shares to certain executive officers. These grants are based on the employee’s satisfactory achievement of certain performance-based metrics. Grants of stock and option awards made in 2025 appear in the “Stock awards” and “Option awards” column, respectively, for such year in the Summary Compensation Table below. No awards have been granted to executive officers in 2026 as of the Record Date. The Company expects to grant awards to executive officers in May 2026. Broad-Based Benefits Programs The named executive officers are entitled to participate in certain benefits programs that are available to all full-time employees. These benefits include health, dental, vision, disability and life insurance, paid time off, and a Company-sponsored 401(k) plan. Certain executive officers also are eligible to participate in other benefits programs that are available to all full-time employees or that were available to certain full-time employees at the time the executive officer accrued the benefit, including a nonqualified deferred compensation plan. The Company may contribute and/or match participant contributions to the 401(k) plan or the deferred compensation plan. The Company’s 401(k) and/or nonqualified deferred compensation plans contain a discretionary company contribution element; certain named executive officers were eligible to receive a company contribution in 2025 and the amounts are included in the Summary Compensation Table. For 2025, the Company provided for matching contributions by the Company for each plan participant in the 401(k) plan in an amount equal to 50% of the first 4% of the employee’s deferred compensation. For 2026, the Company provides for matching contributions by the Company for each plan participant in the 401(k) plan in an amount equal to 50% of the first 4% of the employee’s deferred compensation. Other Benefits Programs
Summary Compensation Table
Summary Compensation Table The following table sets forth all compensation earned during fiscal years 2025 and 2024 by the named executive officers.
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 | 2025 | 1,004,230 | - | - | - | - | 1,628,690 | 117,288 | 2,750,208 | | Chief Executive Officer | 2024 | 862,000 | - | 2,859,888 | 279,383 | 535,333 | 411,136 | 132,398 | 5,080,138 | | Jake Himelstein | 2025 | 394,231 | - | - | - | 893,398 | - | 68,963 | 1,356,592 | | President, Branded Products | 2024 | 250,000 | - | 1,516,000 | - | 1,580,959 | - | 29,544 | 3,376,503 | | Michael Koempel | 2025 | 446,900 | - | 388,997 | - | - | - | 49,023 | 884,920 | | Chief Financial Officer | 2024 | 426,400 | - | 1,343,505 | 65,438 | 173,692 | - | 31,750 | 2,040,785 |
Summary Compensation Table
(1) Includes bonus compensation other than equity and non-equity incentive plan compensation. No such payments were made in 2025 or 2024. (2) On May 5, 2025, Mr. Koempel was awarded 37,118 restricted shares of the Company's common stock. These shares were unvested as of December 31, 2025 and vest on May 5, 2028 provided the executive is still employed by the Company on that date. On February 12, 2024, Mr. Benstock and Mr. Koempel were awarded 73,751 and 17,233 restricted shares, respectively, of the Company's common stock. These shares were unvested as of December 31, 2025 and vest on February 12, 2027 provided the executive is still employed by the Company on that date. In addition, on May 6, 2024, Mr. Benstock and Mr. Koempel received a grant of 125,000 and 75,000 performance shares, respectively, that vest over the performance period through December 31, 2027 provided the Company meets certain stock price conditions over the vesting period and the executive is still employed by the Company twelve (12) months after the applicable stock price condition has been satisfied. On November 4, 2024, Mr. Himelstein was awarded 100,000 restricted shares of the Company's common stock. These shares were unvested as of December 31, 2025 and vest on November 4, 2027 provided the executive is still employed by the Company on that date. The amounts reported represent the grant date fair value of the award measured in accordance with FASB ASC Topic 718. Refer to Note 12 – 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, 2025 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 12 – 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, 2025 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 "Compensation Discussion and Analysis" and the Grants of Plan-Based Awards table for more information regarding the annual incentive bonus. (5) Non-scaled disclosure provided to enable year-over-year comparison. 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 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 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 amount also includes insurance premiums for life insurance.
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, 2025. (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 12, 2024, Mr. Benstock was awarded 73,751 restricted shares of the Company's common stock. These shares were unvested as of December 31, 2025 and vest on February 12, 2027 provided the executive is still employed by the Company on that date. In addition, on May 6, 2024, Mr. Benstock received a grant of 125,000 performance shares that vest over the performance period through December 31, 2027 provided the Company meets certain stock price conditions over the vesting period and Mr. Benstock is still employed by the Company twelve (12) months after the applicable stock price condition has been satisfied. 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, 2025 and vest on February 3, 2026 provided the executive is still employed by the Company on that date. On November 4, 2024, Mr. Himelstein was awarded 100,000 restricted shares of the Company's common stock. These shares were unvested as of December 31, 2025 and vest on November 4, 2027 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. Of these shares, 20% were unvested as of December 31, 2025 and 80% of the shares were vested on July 1, 2025. The remaining 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. The performance shares will vest, if at all, based upon the pre-tax income of the division that Mr. Himelstein is responsible for through December 31, 2026 provided the executive is still employed by the Company on that date. As of December 31, 2025, the Company's achievement level of pre-tax income was below the threshold level of performance. Accordingly, the number of shares reported in the table reflect amounts based on threshold performance. The actual number of shares that will vest pursuant to the performance shares is not yet determinable. On May 5, 2025, Mr. Koempel was awarded 37,118 restricted shares of the Company's common stock. These shares were unvested as of December 31, 2025 and vest on May 5, 2028 provided the executive is still employed by the Company on that date. On February 12, 2024, Mr. Koempel was awarded 17,232 restricted shares of the Company's common stock. These shares were unvested as of December 31, 2025 and vest on February 12, 2027 provided the executive is still employed by the Company on that date. In addition, on May 6, 2024, Mr. Koempel received a grant of 75,000 performance shares that vest over the performance period through December 31, 2027 provided the Company meets certain stock price conditions over the vesting period and Mr. Koempel is still employed by the Company twelve (12) months after the applicable stock price condition has been satisfied. 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, 2025 and vest on February 3, 2026 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 (as defined under such plan and/or agreement).
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 BAMKO effective July 1, 2021 that was amended effective November 4, 2024. It expires on December 31, 2027, unless sooner terminated in accordance with its 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) 2.0 times (reducing to 1.0 times effective January 1, 2027) 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 Mr. Himelstein’s authority, duties, or responsibilities (other than temporarily while Mr. Himelstein is physically or mentally incapacitated or as required by applicable law); |
Employment Agreements with Mr. Koempel and Mr. Himelstein
| ● | Mr. Himelstein is required by BAMKO to reside in a location not of his choosing; or |
Employment Agreements with Mr. Koempel and Mr. Himelstein
| ● | BAMKO’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. 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 Board retainer); and |
Director Compensation
| ● | Restricted common stock |
Director Compensation
As of July 1, 2025, the amounts per category that each non-employee Directors is eligible to receive are:
Director Compensation
| ● | Annual Board retainer: $46,800 |
Director Compensation
| ● | Annual committee retainers for non-chair committee members: |
Director Compensation
| o | Audit Committee: $6,240 |
Director Compensation
| o | Corporate Governance, Nominating & Ethics Committee: $3,120 |
Director Compensation
| o | Compensation Committee: $3,120 |
Director Compensation
| o | Capital Committee: $2,080 |
Director Compensation
| ● | Retainer premiums: |
Director Compensation
| o | Lead Director: $18,200 |
Director Compensation
| o | Chair of Audit Committee: $14,560 |
Director Compensation
| o | Chair of Corporate Governance, Nominating & Ethics Committee: $10,400 |
Director Compensation
| o | Chair of Compensation Committee: $10,400 |
Director Compensation
| o | Chair of Capital Committee: $8,320 |
Director Compensation
| ● | Restricted common stock: Lead director: $100,000; other non-employee Directors: $95,000 |
Director Compensation
All annual retainers are paid in equal quarterly installments. The restricted stock vests three years after date of grant. Director equity compensation generally is granted in May of each applicable year. Non-employee Directors are entitled to reimbursement for expenses incurred in connection with their attendance at Board of Directors and committee meetings. In addition, non-employee Directors are eligible to receive additional stock option grants pursuant to our 2022 Equity and Awards Incentive Plan. The following table sets forth information regarding the compensation received by each of the Company's Directors during the year ended December 31, 2025, except for Mr. Benstock, whose compensation is set forth in the Summary Compensation Table above.
Director Compensation
| DIRECTOR COMPENSATION | | | | | | | | Fees Earned or | Stock | Option | All Other | | | | Paid in Cash | Awards | Awards | Compensation | Total | | Name | ($) | ($) (1) | ($) (2) | ($) | ($) | | Paul Mellini | 81,845 | 99,989 | - | - | 181,834 | | Todd Siegel | 61,800 | 94,995 | - | - | 156,795 | | Venita Fields | 63,860 | 94,995 | - | - | 158,855 | | Andrew Demott | 47,390 | 94,995 | - | - | 142,385 | | Susan E. Lattmann | 54,120 | 94,995 | - | - | 149,115 | | Loreen Spencer | 61,810 | 94,995 | - | - | 156,805 |
Director Compensation
(1) On July 1, 2025 the Board of Directors approved a restricted stock grant under the terms of the 2022 Stock and Awards Plan to the six non-employee Directors. Mr. Mellini received 9,310 shares, and Mr. Siegel, Ms. Fields, Mr. Demott, Ms. Lattmann and Ms. Spencer each received 8,845 shares. The fair value on the date of grant was $10.74 per share. These shares are unvested and will vest if the directors are still serving on the Company’s Board of Directors on July 1, 2028. The shares are subject to accelerated vesting under certain circumstances as outlined in the 2022 Stock and Awards Plan. (2) There were no stock options granted to our non-employee Directors in 2025.
PAY VERSUS PERFORMANCE(1)
PAY VERSUS PERFORMANCE(1) This section is included to respond to Item 402(v) of Regulation S-K. The Company has chosen to provide scaled disclosure permitted for smaller reporting companies. For a more comprehensive analysis of the compensation of our named executive officers, please see other portions of the Executive Compensation section. In the table and footnotes below, “PEO” refers to our principal executive officer, Michael Benstock.
PAY VERSUS PERFORMANCE(1)
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | | Year | Summary compensation table (SCT) total for PEO ($)(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) | | 2025 | 2,750,208 | $(1,579,182) | $1,120,756 | $147,878 | 111 | 7,000 | | 2024 | 5,080,138 | 5,490,958 | 2,708,644 | 2,910,444 | 86 | 12,004 | | 2023 | 3,199,195 | 2,576,255 | 1,389,505 | 1,462,342 | 65 | 8,772 |
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: (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. (2) Reflects compensation actually paid to our PEO and average compensation actually paid to our non-PEO named executive officers in 2025, 2024 and 2023, 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 Compensation Discussion and Analysis sections of this proxy statement reporting pay for the fiscal years covered in the table above.
PAY VERSUS PERFORMANCE(1)
| Non-PEO NEOs | | | | | Year | 2025 | 2024 | 2023 | | | Average | Average | Average | | | See Column | See Column (d) note | See Column (d) | | | (d) note | above | note above | | Summary Compensation Table (SCT) Total Compensation | $1,120,756 | $2,708,644 | $1,389,505 | | Deduct: Amounts Reported under the "Stock Awards" Column in the SCT | (194,499) | (1,429,753) | (124,295) | | Deduct: Amounts Reported under the "Option Awards" Column in the SCT | - | (32,719) | (68,693) | | Add: Fair Value of Awards Granted during the year that Remain Unvested as of Year-end | 179,651 | 1,463,988 | 197,267 | | 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 | (893,974) | 117,057 | 66,263 | | Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Compensation Actually Paid | (64,056) | 83,226 | 2,295 | | | $147,878 | $2,910,444 | $1,462,342 |
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 vesting. For performance shares, the grant date fair value is based on a Monte Carlo simulation model as of the grant date assuming target performance. (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 2025, 2024 and 2023, 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, 2025, 2024 and 2023, respectively. The Company believes that the compensation shown in columns (b)-(e) for each of 2025, 2024 and 2023 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 2025 was 54.1% of the amount for 2024, and his compensation actually paid in 2025 was (28.8%) of the amount in 2024. For the non-PEO named executive officers, the average total compensation shown in the Summary Compensation Table for 2025 was 41.4% of the amount for 2024, and compensation actually paid in 2025 was 3.4% of the amount in 2024. The three year TSR as of December 31, 2025 was 61.6% of the three year TSR as of December 31, 2024. Also the net income amount decreased from $12.0 million in 2024 to $7.0 million in 2025. The PEO’s total compensation shown in the Summary Compensation Table for 2024 was 158.8% of the amount for 2023, and his compensation actually paid in 2024 was 213.1% of the amount in 2023. For the non-PEO named executive officers, the average total compensation shown in the Summary Compensation Table for 2024 was 194.9% of the amount for 2023, and compensation actually paid in 2024 was 157.5% of the amount in 2023. The three year TSR as of December 31, 2024 was 132.0% of the three year TSR as of December 31, 2023. Also the net income amount increased from $8.8 million in 2023 to $12.0 million in 2024. Please refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 for a comprehensive discussion of, including the reasons for, the Company’s financial results for fiscal year 2025.
PAY VERSUS PERFORMANCE(1)
| PEO | | | | | Year | 2025 | 2024 | 2023 | | Summary Compensation Table (SC T) Total Compensation | $2,750,208 | $5,080,138 | $3,199,195 | | Deduct: Amounts Reported under the 'Stock Awards" Column in the SC T | - | (2,859,888) | (1,160,391) | | Deduct: Amounts Reported under the "Option Awards" Column in the SCT | - | (279,383) | (137,386) | | Deduct: Change in pension value and nonqualified deferred compensation earnings | (1,628,690) | (411,136) | (887,955) | | Add: Fair Value of Awards Granted during the year that Remain Unvested as of Year-end | - | 3,193,256 | 1,416,903 | | 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 | (2,621,027) | 468,794 | 116,201 | | Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year Compensation Actually Paid | (79,673) | 299,177 | 29,688 | | | $(1,579,182) | $5,490,958 | $2,576,255 |
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, where applicable, 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.