DEF 14A of Lakeland Industries Inc, May 1, 2024

DEF 14A of Lakeland Industries Inc

Filed May 1, 2024 · FY20240001654954-24-005403

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS As permitted by Delaware law, the Board is divided into three classes, the classes being divided equally as possible and each class having a term of three years. Each year, the term of office of one class expires. A director elected to fill a vacancy, including a vacancy resulting from an increase in the number of directors constituting the Board, serves for the remaining term of the class in which the vacancy exists. The Board presently consists of seven members, with two directors serving in Class I, two directors serving in Class II, and three directors serving in Class III. At the recommendation of the Nominating and Governance Committee, the Board has proposed that each of Jeffery Schlarbaum and Martin G. Glavin be nominated for election as a Class II director at the Annual Meeting to serve for a term expiring at the 2027 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified or until such director’s earlier resignation or removal. Unless otherwise indicated, the enclosed proxy will be voted for the election of each of Mr. Schlarbaum and Mr. Glavin as a director, to serve for the term set forth above. Should any nominee become unable to serve for any reason, which is not anticipated, the Board may designate a substitute nominee, in which event the persons named in the enclosed proxy will vote for the election of such substitute nominee. Each person nominated by the Board for election has agreed to serve if elected. We have no reason to believe that any Board nominee will be unavailable or, if elected, will decline to serve.

  2. Terms Expiring in 2027

    Terms Expiring in 2027

  3. Terms Expiring in 2027

    | Name | Age | Position | Director Since | | Jeffrey T. Schlarbaum | 57 | Director | 2017 | | Martin G. Glavin | 66 | Director | 2024 |

  4. Terms Expiring in 2027

    Jeffrey T. Schlarbaum has served as a director since 2017. He has served as Chief Executive Officer of Spartronics, a contract manufacturer of complex electronic and electromechanical devices for commercial aerospace, defense, medical devices, life sciences, instrumentation and control, and space applications, since December 2022. Prior to Spartronics, Mr. Schlarbaum was President and Chief Executive Officer of IEC Electronics Corp., a publicly traded electronic manufacturing services company, from February 2015 until December 2022. From February 2013 to June 2013 and from June 2014 to February 2015, Mr. Schlarbaum pursued personal interests. From June 2013 to June 2014, Mr. Schlarbaum served as Chief Operations Officer for LaserMax, Inc., a manufacturer of laser gun sights for law enforcement and the shooting sports community. From October 2010 to February 2013, Mr. Schlarbaum served as President of IEC Electronics Corp. Prior to that, Mr. Schlarbaum served as Executive Vice President and President of Contract Manufacturing of IEC Electronics Corp. from October 2008 to October 2010, Executive Vice President from November 2006 to October 2008 and Vice President, Sales and Marketing from May 2004 to November 2006. Mr. Schlarbaum received a BBA in marketing from National University and an MBA from Pepperdine University. Mr. Schlarbaum’s qualifications to serve on our Board include his business education and multiple prior executive positions at several companies in addition to his current Chief Executive Officer role at Spartronics. Martin G. Glavin has served as a director since 2024. Mr. Glavin is a retired business executive, most recently serving as President and Chief Operating Officer of iVEDiX, Inc. from 2014 to 2018. Before that role, Mr. Glavin was Managing Director and/or President at a series of business services and technology enterprises, SiGMA Consulting LLC, Navint Consulting LLC, and TriBridge, Inc., founding, growing, and selling each of them. Each of these organizations was active in marketing, product sales, customer training/support, and software development across North America, Europe, Asia, and Africa. Before that, Mr. Glavin spent 12 years with PricewaterhouseCoopers LLP and KPMG, initially spending two years in audit practice and the remaining ten years in management consulting. Currently, Mr. Glavin sits on the board of a privately held innovative software and services company, Three + One, Inc. Mr. Glavin holds a BBA in Accounting from St. Bonaventure University. Mr. Glavin’s qualifications for serving on the Lakeland Board includes his prior executive leadership experiences, and specifically, his expertise in financial accounting and reporting, IT and business development.

  5. INCUMBENT DIRECTORS – CLASS III

    INCUMBENT DIRECTORS – CLASS III

  6. Terms Expiring in 2025

    Terms Expiring in 2025

  7. Terms Expiring in 2025

    | Name | Age | Position | Director Since | | Thomas J. McAteer | 71 | Director | 2011 | | James M. Jenkins | 59 | Acting Chief Executive Officer and President and Executive Chairman | 2016 | | Nikki L. Hamblin | 47 | Director | 2021 |

  8. Terms Expiring in 2025

    Thomas J. McAteer has served as a director since 2011. Mr. McAteer has served as Executive Vice President of Management Development and Strategic Initiatives of Suffolk Transportation since March 2013 and Chairman of the Board of New World Medical Network, a private healthcare organization, since 2015. He also served as the Vice Chair of the Board and Chair of the Compensation and Personnel Committee for the Long Island Power Authority from December 2014 until January 2020. He served as the Senior Vice President and Regional Market Head for Aetna's Medicaid Division from March 2007 until March 2013. Prior to joining Aetna’s Medicaid Division, Mr. McAteer served as the President and CEO of Vytra Health Plans. In a thirteen-year career at Vytra, Mr. McAteer played an executive leadership role in growing Vytra from annual revenues of $70 million in 1993 to over $375 million in 2005. In 2001, Mr. McAteer facilitated the sale of Vytra to HIP Health Plans and, thereafter assumed the additional responsibilities of Executive Vice President for Brand Leadership, as well as joining the Executive Committee of the enterprise. Before joining Vytra, Mr. McAteer served as the Chief Deputy County Executive in Suffolk County, New York and prior to that as the Director of Human Resources for the Metropolitan Transportation Authority. Mr. McAteer's qualifications to serve on our Board include his business experience and multiple prior executive positions. James M. Jenkins has served as a director since 2016. Mr. Jenkins was appointed the Company’s Acting Chief Executive Officer and President effective February 1, 2024 and has served as the Company’s Executive Chairman since August 30, 2023. Mr. Jenkins is also the General Counsel and Vice President of Corporate Development for Transcat, Inc. (Nasdaq: TRNS), a provider of calibration, repair, inspection and laboratory services, where he serves as Transcat’s chief risk officer and advises management and the board of directors over matters of corporate governance and securities law. He also leads Transcat’s acquisition strategy. He joined Transcat in September 2020. Prior to joining Transcat, he was a partner at Harter Secrest & Emery LLP, a regional law firm located in New York State. His practice focused in the areas of corporate governance, and general corporate law matters, including initial and secondary public offerings, private placements, mergers and acquisitions, and securities law compliance. Mr. Jenkins joined the firm in 1989 as an associate and was elected a partner effective January 1, 1997. He is a Chambers rated attorney and served as the Chair of the firm's Securities Practice Group from 2001 to 2020 and as a member of the firm’s Management Committee from January 2007 to January 2013. From 2018 until September 2020, he served as the Partner in Charge of the firm's New York City office. Mr. Jenkins holds a BA from Virginia Military Institute and a J.D. from West Virginia University College of Law. Mr. Jenkins currently serves on the board of directors of Mars Acquisition Corp. (since November 2021) and previously served on the board of directors of OmniLit Acquisition Corp. from September 2021 to April 2023. Mr. Jenkins previously served on our Board from 2012 to 2015 and was a member of our Audit and Corporate Governance Committees. Mr. Jenkins’s qualifications to serve on our Board include his corporate governance experience as well his current business-related experience. Nikki L. Hamblin has served as a director since April 2021. Ms. Hamblin has served as the Managing Director of Intermediary Sales at Manning & Napier Advisors, LLC, an investment management company, since July 2021. From September 2019 to July 2021, she served as Director of Advisor Services at Manning & Napier Advisors, LLC. In addition to her current role, she is a member of the firm’s Committee for Diversity & Inclusion. Previously, she was the Director of Retirement Plan Services at GRP Financial California, LLC, a retirement plan consulting firm, from September 2017 to August 2019 and she served as Vice President, Key Accounts at Manning & Napier from January 2013 to August 2017. Prior to her experience at Manning & Napier, she served as an investment banker specializing in middle-market private and publicly owned mergers and acquisitions and financing transactions. She obtained a Bachelor of Science degree from Syracuse University and a Master of Business Administration with a concentration in finance from the William E. Simon Graduate School of Business Administration at the University of Rochester and has attained multiple securities and financial planning licenses and designations. Ms. Hamblin’s qualifications to serve on our Board include her investment banking and finance experience.

  9. INCUMBENT DIRECTORS – CLASS I

    INCUMBENT DIRECTORS – CLASS I

  10. Terms Expiring in 2026

    Terms Expiring in 2026

  11. Terms Expiring in 2026

    | Name | Age | Position | Director Since | | Ronald Herring | 63 | Director | 2023 | | Melissa Kidd | 56 | Director | 2023 |

  12. Terms Expiring in 2026

    Ronald Herring is the chairperson of the Board of Advisors of C.N. Associates, Inc., a privately owned radiation protection and remediation company. He has served on the C.N. Associates’ Board of Advisors since December 2017 and as its chairperson since January 2020. Before joining C.N. Associates’ Board of Advisors, Mr. Herring retired in 2017 after more than thirty years working in various capacities for MSA Safety Inc., including as Senior Vice President, President MSA International from 2015 until 2017, and as President, International, of MSA safety from 2011 until 2015. In these roles, Mr. Herring was in charge of international operations for MSA Safety. Since his retirement, Mr. Herring has served on various non-profit boards, and he served as the Visiting Executive in Residence at the Katz School of Business at the University of Pittsburgh from January 2018 to August 2023. Because of his extensive expertise in the safety products industry and as an executive of a publicly traded company, the Board considers Mr. Herring qualified to serve as a director. Melissa Kidd has served as the Senior Vice President, Sales, for Atkore Inc. (NYSE: ATKR) since 2019. Atkore Inc. engages in the manufacture of electrical raceway products. It operates through two segments, Electrical and Safety & Infrastructure. She joined Atkore Inc. as Vice President/General Manager in July 2017. Prior to joining Atkore Inc., Melissa served as Vice President, AMETEK Brookfield, an industrial R&D and quality instrumentation company based in Middleboro, Massachusetts. Prior to that, Melissa was President, Faradyne Motors, Palmyra, New York, a joint venture between ITT and Pentair Inc. Melissa earned her Masters of Business Administration from Virginia Polytechnic University, in Blacksburg, Virginia, and a Bachelor of Science in Biomedical Engineering from Marquette University, in Milwaukee, Wisconsin. The Board believes that Ms. Kidd’s extensive experience in product sales and business leadership positions at a publicly traded company qualify her to serve as a director of the Company.

  13. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE NOMINEES FOR DIRECTOR

    OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE NOMINEES FOR DIRECTOR

  14. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION For the fiscal year ended January 31, 2024, the compensation structure for our non-employee directors was as follows:

  15. DIRECTOR COMPENSATION

    | • | an annual Board retainer in the amount of $70,000; | | • | an annual Board grant of shares of common stock in the Company having a value equal to $65,000; | | • | an additional annual retainer of $20,000 for each of the Vice Chair of the Board (if any), lead independent director (if applicable), and Audit Committee Chair; | | • | an additional annual retainer of $7,500 for each of the Compensation Committee Chair and each member of the Audit Committee; | | • | an additional annual retainer of $6,000 for the Nominating and Governance Committee Chair; | | • | an additional annual retainer of $3,750 for each member of the Compensation Committee; and | | • | an additional annual retainer of $3,000 for each member of the Nominating and Governance Committee. |

  16. DIRECTOR COMPENSATION

    Our independent directors no longer have the option to receive their fees in shares of our common stock or other equity awards. For the fiscal year ended January 31, 2024, James M. Jenkins received cash compensation of $250,000 plus a one-time equity award of 15,000 RSUs, vesting one year from the date of grant, for his services as Executive Chairman. The Compensation Committee also approved a discretionary cash performance bonus for Mr. Jenkins of $150,000 for his role in the transition of Charles Roberson from the Chief Executive Officer role and for Mr. Jenkins’ extensive work in his role as Executive Chairman during FY2024. Following the Company’s 2023 Annual Meeting on June 14, 2023, each of our non-employee directors then serving on the Board, including Mr. Jenkins, who was serving as Chairman at that time but had not yet been appointed Executive Chairman, received awards of 5,086 time-based RSUs under our 2017 Equity Incentive Plan, which vest in full on the first anniversary of the date of grant, assuming the director’s continuous service on the Board of Directors on such date. Members of the Board of Directors are reimbursed for all travel-related expenses to and from meetings of the Board and committees. Directors who are also officers of the Company are not compensated for their duties as directors.

  17. DIRECTOR COMPENSATION - FISCAL 2024

    DIRECTOR COMPENSATION - FISCAL 2024 The following table sets forth compensation paid by the Company to our directors during the fiscal year ended January 31, 2024.

  18. DIRECTOR COMPENSATION - FISCAL 2024

    | Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards(2) ($) | Option Awards ($) | Non-equity incentive plan Compensation ($) | All Other Compen-sation ($) | Total ($) | | Nikki L. Hamblin | $76,750 | $65,000 | -- | -- | -- | $141,750 | | Ronald Herring | $48,648 | $65,000 | -- | -- | $17,800(3) | $131,448 | | James M. Jenkins(4) | $335,166 | $65,000 | -- | -- | $216,000 | $616,166 | | Melissa Kidd | $45,628 | $65,000 | -- | -- | -- | $110,628 | | A. John Kreft | $47,125 | -- | -- | -- | -- | $47,125 | | Thomas McAteer(5) | $80,500 | $65,000 | -- | -- | $110,000(6) | $255,500 | | Christopher J. Ryan | $35,000 | -- | -- | -- | -- | $35,000 | | Jeffrey Schlarbaum | $90,000 | $65,000 | -- | -- | -- | $155,000 |

  19. DIRECTOR COMPENSATION - FISCAL 2024

    | (1) Charles D. Roberson, our former Chief Executive Officer, is not included in the table above as he was an employee of the Company during fiscal 2024 and, therefore, did not receive any additional compensation for the services that he provided as director. The compensation that Mr. Roberson received is included in the Summary Compensation Table. | | Mr. Kreft and Mr. Ryan did not stand for re-election at the 2023 Annual Meeting, and their service as Board members ceased upon the election of their successors on June 14, 2023. | | Martin G. Glavin is not included in the table above because his term on the Board did not commence until February 1, 2024. |

  20. DIRECTOR COMPENSATION - FISCAL 2024

    | (2) Represents the aggregate grant date fair value of RSUs granted to our non-employee directors during the fiscal year ended January 31, 2024. The assumptions used to calculate the fair value are set forth in footnote 9 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2024, as filed with the SEC. | | (3) Mr. Herring provided consultant services to the Company during fiscal year 2024 prior to his election to the Board pursuant to a Consultant Agreement under which Mr. Herring was entitled to receive $500 per hour during the consulting term. He received $17,800 under this contract during fiscal year 2024. Mr. Herring no longer provided consulting services to the Company since he joined the Board on June 14, 2023. | | (4) Mr. Jenkins was appointed as our Executive Chairman effective as of September 1, 2023. Before his appointment as Executive Chairman, Mr. Jenkins received retainer fees as described above. Upon his appointment as Executive Chairman, Mr. Jenkins was entitled to an annual salary of $250,000 and received a one-time grant of 15,000 RSUs, having an approximate grant date fair value of $216,000, which vest in full on the first anniversary of the date of grant, assuming his continuous service with the Company. He also received discretionary cash performance bonus of $150,000 for his role as Executive Chairman in fiscal 2024, which is included under the column “Fees Earned or Paid in Cash.” | | (5) Mr. McAteer was appointed as Lead Independent Director of the Board effective as of September 1, 2023. In connection with this appointment, Mr. McAteer was entitled to an additional annual retainer fee of $20,000. | | (6) Mr. McAteer provided executive coaching and consultant services to the Company during fiscal year 2024 pursuant to a Consultant Agreement under which Mr. McAteer was entitled to receive $5,000 per month during the consulting term. He received $60,000 under this contract during fiscal year 2024. Mr. McAteer also received a one-time grant of 3,472 RSUs, having an approximate grant date fair value of $50,000, which vest in full on the first anniversary of the date of grant, in respect of certain executive coaching and consultation services provided by Mr. McAteer to the Company. |

  21. PROPOSAL NO. 6 APPROVAL OF AN AMENDMENT TO THE LAKELAND INDUSTRIES, INC. 2017 EQUITY INCENTIVE PLAN TO INCREASE THE AUTHORIZED SHARES

    PROPOSAL NO. 6 APPROVAL OF AN AMENDMENT TO THE LAKELAND INDUSTRIES, INC. 2017 EQUITY INCENTIVE PLAN TO INCREASE THE AUTHORIZED SHARES

  22. Highlights of the 2017 Equity Incentive Plan

    Highlights of the 2017 Equity Incentive Plan The Plan permits the grant of (i) incentive stock options (“ISOs”); (ii) nonqualified stock options (“NQSOs” and, together with ISOs, “Options”); (iii) restricted stock awards; (iv) RSUs; (v) awards based upon achievement of specified performance conditions (“Performance Awards”); and (vi) stock appreciation rights (“SARs”), which we refer to collectively as Awards, as more fully described below. Some of the key features of the Plan that reflect our commitment to effective management of incentive compensation are as follows:

  23. Highlights of the 2017 Equity Incentive Plan

    | • | No Repricing of Options and SARs. The Plan prohibits, without stockholder approval, the repricing of Options and SARs. | | • | No In-the-Money Options or SARs. The Plan prohibits the grant of Options or SARs with an exercise price or base price less than the fair market value of our common stock as of the date of grant. | | • | Recoupment. Awards made after the Plan is approved may be subject to rescission, cancellation or recoupment, in whole or in part, under any current or future “clawback” or similar policy maintained by us that is applicable to any participant. In accordance with the Clawback Policy adopted in November 2023, Lakeland will recoup vested or unvested incentive-based equity awards issued or paid to the Company’s executive officers under the Plan in the event Lakeland is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under federal securities laws. | | • | Independent Administration. A committee initially comprised of the Compensation Committee or such other Board committee designated by the Board of at least two independent directors (the “Committee”) will be responsible for the general administration of the Plan with respect to Awards granted to employees. In general, the full Board administers the Plan with respect to Awards made to non-employee directors. |

  24. Highlights of the 2017 Equity Incentive Plan

    All Awards granted under the Plan are governed by separate written agreements, or award agreements, between us and the participants. No Awards may be granted after expiration of the Plan, although Awards granted before that time will remain valid in accordance with their terms. The Committee may grant Awards upon such terms and conditions (not inconsistent with the provisions of the Plan) as it may consider appropriate. Any of our employees, officers and directors or those of our affiliates, are eligible to participate in the Plan if selected by the Committee. In its discretion, the Committee may delegate all or part of its authority and duties with respect to granting Awards to one or more individuals, provided applicable law so permits. Subject to certain adjustments and approval of the proposed amendment to the Plan, the maximum number of shares of common stock that may be issued under the Plan in connection with Awards will be increased by 400,000 to 1,240,000. The aggregate grant date fair market value of Awards granted under the Plan, together with cash paid, to a non-employee director for services during any fiscal year shall not exceed $300,000. The maximum number of shares of common stock underlying or subject to Awards that may be granted during any calendar year to any individual participant shall be fifty percent (50%) of the maximum number of shares that may be issued in respect of Awards under the Plan. In the event of any stock dividend, recapitalization, forward stock split or reverse stock split, reorganization, division, merger, consolidation, spin-off, combination, repurchase or share exchange, extraordinary or unusual cash distribution or other similar corporate transaction or event that affects our common stock, the Committee shall make appropriate adjustment in the number and kind of shares authorized by the Plan and covered under outstanding Awards as it determines appropriate and equitable. Shares of our common stock subject to Awards that expire unexercised or are otherwise cancelled or forfeited, or if such Award is settled in cash in lieu of shares, shall again be available for Awards under the Plan. Except for expired, forfeited or cancelled Shares, the Plan is intended to restrict the “recycling” of shares of common stock back into the Plan; this means (i) shares used or withheld in settlement of a tax withholding obligation associated with an Award, (ii) shares tendered or held back upon the exercise of an Option in satisfaction of the exercise price payable upon exercise of an Option, or (iii) shares subject to a SAR that are not issued or delivered as a result of the net stock settlement of an outstanding SAR, will not become available for grant under the Plan. Options. An Option entitles the holder to purchase from us a stated number of shares of common stock. An ISO may only be granted to an employee of ours or our affiliates (provided applicable law so permits). The Committee will specify the number of shares of common stock subject to each Option and the exercise price for such Option, provided that the exercise price may not be less than the fair market value of a share of common stock on the date the Option is granted. Notwithstanding the foregoing, if ISOs are granted to any participant who holds, directly or indirectly, 10% or more of the total combined voting power of all classes of stock of the Company (“10% stockholder”), the exercise price shall not be less than 110% of the fair market value of common stock on the date the Option is granted. Generally, all or part of the exercise price may be paid either by certified or bank check or such other means as the Committee will accept. All Options shall not vest for at least one year after the date the Option is granted, except as (i) the Committee may determine or permit otherwise in the event of a change in control (as defined in the Plan), or (ii) may be required or otherwise be deemed advisable by the Committee in connection with Options granted through the assumption of, or substitution for, outstanding awards previously granted by a company acquired by the Company or any of its affiliates or with which the Company or any of its affiliates combines. The maximum term of an Option shall be determined by the Committee on the date of grant but shall not exceed 10 years (5 years in the case of ISOs granted to any 10% stockholder). In the case of ISOs, the aggregate fair market value (determined as of the date of grant) of common stock with respect to which such ISOs become exercisable for the first time during any calendar year cannot exceed $100,000. ISOs granted in excess of this limitation will be treated as NQSOs. If a participant terminates employment with us (or our affiliates) due to death or disability, the participant’s unexercised Options may be exercised, to the extent they were exercisable on the termination date, for a period of twelve months from the termination date or until the expiration of the original Option term, if shorter. If the participant’s employment with us (or our affiliates) is terminated for cause (as defined in the Plan), all unexercised Options (whether vested or unvested) shall terminate and be forfeited on the termination date. If the participant’s employment terminates for any other reason, any vested but unexercised Options may be exercised by the participant, to the extent exercisable at the time of termination, for a period of 90 days from the termination date (or such time as specified by the Committee at the time of grant) or until the expiration of the original Option term, whichever period is shorter. Unless otherwise provided by the Committee, any Options that are not exercisable at the time of termination of employment shall terminate and be forfeited on the termination date. Restricted Stock. A restricted stock award is a grant of shares of common stock, which may be subject to forfeiture restrictions during a restriction period. Such restriction period shall be for a minimum of one year, except as (i) the Committee may determine or permit otherwise in the event of a change in control, or (ii) may be required or otherwise be deemed advisable by the Committee in connection with restricted stock granted through the assumption of, or substitution for, outstanding awards previously granted by a company acquired by the Company or any of its affiliates or with which the Company or any of its affiliates combines. The Committee may condition the expiration of the restriction period, if any, upon: (i) the participant’s continued service over a period of time with us or our affiliates; (ii) the achievement by the participant, us or our affiliates of any other performance goals set by the Committee; or (iii) any combination of the above conditions as specified in the award agreement. If the specified conditions are not attained, the participant will forfeit the portion of the restricted stock award with respect to which those conditions are not attained, and the underlying common stock will be forfeited to us. At the end of the restriction period, if the conditions, if any, have been satisfied, the restrictions imposed will lapse with respect to the applicable number of shares. During the restriction period, at the discretion of the Committee, a participant will have the right to vote the shares underlying the restricted stock. However, all dividends will remain subject to restriction until the stock with respect to which the dividend was issued lapses.

  25. Highlights of the 2017 Equity Incentive Plan

    RSUs. RSUs are granted in reference to a specified number of shares of common stock and entitle the holder to receive, on achievement of specific performance goals established by the Committee, after a period of continued service with us or our affiliates, or any combination of the above as set forth in the applicable award agreement, one share of common stock for each unit or, at the sole discretion of the Committee, an amount in cash equal to the fair market value, at the time of distribution, of one share for each unit. All terms governing RSUs, such as vesting, time and form of payment and termination of units shall be set forth in the applicable award agreement, provided, however, the period commencing with the date of grant of the RSU and ending at such time or times as specified by the Committee shall be for a minimum of one year, except as (i) the Committee may determine or permit otherwise in the event of a change in control, or (ii) may be required or otherwise be deemed advisable by the Committee in connection with RSUs granted through the assumption of, or substitution for, outstanding awards previously granted by a company acquired by the Company or any of its affiliates or with which the Company or any of its affiliates combines. Performance Awards. The Committee may grant Performance Awards denominated as a number of shares of common stock or a specified number of other Awards, which may be earned upon achievement or satisfaction of performance goals as may be specified by the Committee. The vesting period in respect of any Performance Award shall be for a minimum of one year, except as (i) the Committee may determine or permit otherwise in the event of a change in control, or (ii) may be required or otherwise be deemed advisable by the Committee in connection with Performance Awards granted through the assumption of, or substitution for, outstanding awards previously granted by a company acquired by the Company or any affiliate or with which the Company or any affiliate combines. The Committee may provide in an award agreement that the performance goals for the Award be adjusted to include or exclude the impact of items such as realized investment gains and losses, extraordinary, unusual, non-recurring or infrequently recurring items, asset write-downs, effects of accounting changes, currency fluctuations, acquisitions, divestitures, reserve-strengthening and other non-operating items. Performance goals may be linked to a variety of factors including the participant’s completion of a specified period of employment or service with us or an affiliated company. Additionally, performance goals can include objectives stated with respect to us. The performance goals may include specified levels of or increases in the Company’s or subsidiary’s return on equity, diluted earnings per share, total earnings, earnings growth, return on capital, return on assets, earnings before interest and taxes (“EBIT”), earnings before interest, taxes, depreciation and amortization (“EBITDA”), revenue, sales, sales growth, gross margin, return on investment, increase in the fair market value of the each share of common stock, share price (including but not limited to, growth measures and total stockholder return), net earnings, cash flow (including, but not limited to, operating cash flow and free cash flow), cash flow return on investment (which equals net cash flow divided by total capital), inventory turns, financial return ratios, total return to stockholders, market share, earnings measures/ratios, economic value added (“EVA”), balance sheet measurements such as receivable turnover, internal rate of return, increase in net present value or expense targets, working capital measurements (such as average working capital divided by sales), customer satisfaction surveys and productivity. The participant shall not have any stockholder rights with respect to the shares of common stock subject to a Performance Award until the shares are actually issued thereunder. SARs. A SAR entitles the participant to receive, upon exercise of the SAR, the increase in the fair market value of a specified number of shares of common stock from the date of the grant of the SAR and the date of exercise payable in cash, in shares of common stock valued at fair market value, or any combination thereof, as determined by the Committee. Any grant may specify a waiting period or periods before the SAR may become exercisable and permissible dates or periods on or during which the SAR shall be exercisable, and may specify the circumstances under which a SAR may vest, including based on achievement of performance goals and/or future employment or service requirements. A grant may also specify that a SAR may be exercised only in the event of a change in control or other similar transaction or event. No SAR may be granted with a vesting period that is shorter than one year, except as (i) the Committee may determine or permit otherwise in the event of a change in control, or (ii) may be required or otherwise be deemed advisable by the Committee in connection with SARs granted through the assumption of, or substitution for, outstanding awards previously granted by a company acquired by the Company or any affiliate or with which the Company or any affiliate combines. The Committee may provide that a SAR is deemed to be exercised at the close of business on the date the SAR expires if such an exercise would result in payment to the SAR holder. Transferability and other Award Restrictions. The Committee may impose restrictions on the grant, exercise or payment of an Award as it determines appropriate. Generally, Awards granted under the Plan shall be nontransferable except by will or by the laws of descent and distribution. For Awards (other than Options as set forth above), in the event of termination of employment by reason of death or disability of a participant who holds such Award (other than Options) as to which such Award has not been fully vested, the Committee may, in its sole discretion, take any action that it deems to be equitable under the circumstances or in the best interests of our Company, including without limitation waiving or modifying any limitation, requirement, performance condition or goal with respect to any such Award; provided that, the amount of shares or cash obtained by virtue of any accelerated vesting shall not exceed the number determined by multiplying the number of shares of common stock underlying the Award/or cash value by a fraction, the numerator of which is the number of full months during the relevant restriction period of such Award during all of which the participant was an employee or director of the Company or its subsidiaries and the denominator of which is the number of full calendar months in such restriction period; and provided further that, in the case of any Award subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the Committee shall not take any action unless permissible under Section 409A of the Code. No participant shall have any rights as a stockholder with respect to shares covered by Options, RSUs, or SARs unless and until such Awards are settled in shares of common stock. Compliance with Law. No Option shall be exercisable, no SAR shall be settled, no shares of common stock shall be issued, no certificates for shares of common stock shall be delivered and no payment shall be made under the Plan except in compliance with all applicable laws. Amendment and Termination. The Board may amend, suspend or terminate the Plan and the Committee may amend any outstanding Award at any time; provided, however, that no such amendment or termination may adversely affect Awards then outstanding without the holder’s permission.

  26. Highlights of the 2017 Equity Incentive Plan

    Change in Control. In the event of a change in control, the Committee may, on a participant-by-participant basis (i) cause any or all outstanding Awards to become vested and immediately exercisable (as applicable), in whole or in part; (ii) cancel any unvested Award or unvested portion thereof, with or without consideration; (iii) cancel any Award in exchange for a substitute award; (iv) redeem any restricted stock or RSU for cash and/or other substitute consideration with value equal to fair market value of an unrestricted share of common stock on the date of the change in control; (v) cancel any Option in exchange for cash and/or other substitute consideration with a value equal to: (A) the number of shares subject to that Option, multiplied by (B) the difference, if any, between the fair market value per share on the date of the change in control and the exercise price of that Option; provided, that if the fair market value per share on the date of the change in control does not exceed the exercise price of any such Option, the Committee may cancel that Option without any payment of consideration therefor; (vi) take such other action as the Committee shall determine to be reasonable under the circumstances; and/or (vii) in the case of any Award subject to Section 409A of the Code, such Award shall vest and be distributed only in accordance with the terms of the applicable award agreement and the Committee shall only be permitted to use discretion to the extent that such discretion would be permitted under Section 409A of the Code. In the discretion of the Committee, any cash or substitute consideration payable upon cancellation of an Award may be subjected to (i) vesting terms substantially identical to those that applied to the cancelled Award immediately prior to the change in control, or (ii) earn-out, escrow, holdback or similar arrangements, to the extent such arrangements are applicable to any consideration paid to stockholders in connection with the change in control. The Committee, in its sole discretion, has the authority to determine the application of the foregoing provisions. Duration of Plan. The Plan will expire by its terms on June 21, 2027.

  27. EXECUTIVE COMPENSATION OVERVIEW

    While the Company seeks to maintain competitive compensation arrangements for its executives, it also strongly believes that the competitiveness of the compensation packages should be based on the total compensation achievable by the executive officers and that a significant portion of that compensation should be incentive based - linked to the performance of the Company. Consistent with Company philosophy and objectives, executive compensation is weighted heavily toward incentive compensation that is based on target performance metrics that are common to all incentive compensation throughout the Company. These targets are recommended by the executive team and are subject to approval by the Compensation Committee. Accordingly, the executive compensation packages provided to the Chief Executive Officer and the other executive officers are structured to include, among other things and in addition to base salary, cash bonus, benefits, and equity incentives. The Company seeks to have incentive compensation comprise between 50% and 60% of total executive compensation, at target performance levels. A reasonable portion of the compensation packages for executive officers is in the form of time-based and performance-based RSU grants, which are intended to provide incentives to executive officers to achieve long-term growth in the earnings and price of the Company’s common stock and enhance executive retention. Additional annual incentive cash bonus opportunities based on pre-established performance goals as determined by the Compensation Committee are utilized to make adjustments necessary to maintain the competitiveness of executive compensation without compromising the Company’s commitment to keeping executive incentive compensation greater than 50% of total compensation. Overall compensation levels are intended to be set such that there must be growth in the market price of the Company’s common stock and growth in the Company’s financial performance parameters in order for executive officers to achieve a competitive compensation level. The Compensation Committee believes that executive officer compensation should seek to align the interests of executives with those of the Company’s stockholders, by seeking to reward long-term growth (not short-term) in the value of the Company’s common stock and to reward the achievement of financial goals by the Company. For fiscal 2024, incentive components of RSU grants and incentive-based cash bonuses were based upon levels of aggregate three-year revenue, Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) margin and return on invested capital for the performance-based portion of the long-term incentive equity awards and revenue growth, EBITDA margin, and free cash flow margin for the short-term incentive cash bonuses. These incentives were intended to keep the executive team focused on the core goal of overall long-term corporate performance. When setting or recommending compensation levels, the Compensation Committee considers the overall performance of the Company, the individual performance of each of the executive officers, and their individual contributions to and ability to influence the Company’s performance, and also seeks to encourage teamwork amongst the executives. The Compensation Committee believes that the level of total compensation, including base salary, bonus, equity grants and benefits of executives should generally be maintained to compete with other public and private companies of comparable size and complexity. The Compensation Committee bases its determinations on a variety of factors, including the personal knowledge of market conditions that each member of the Compensation Committee has gained in his or her own experience managing businesses, salary surveys available to the Company, the knowledge of the Chief Executive Officer and other executives as to local market conditions, information learned regarding the compensation levels at other small cap companies in the industrial apparel industry and other similarly sized businesses and information provided by independent compensation consultants. The Compensation Committee also considers the recommendations and analysis of Willis Towers Watson, its independent compensation consultant, on matters of executive officer and director compensation. The Compensation Committee periodically evaluates the types and levels of compensation paid by the Company to ensure that it is able to attract and retain qualified executive officers and that their compensation remains comparable to compensation paid to similarly situated executives in comparable companies. The following describes in more specific terms the elements of compensation that implement the compensation philosophy and objectives described above, with specific reference to compensation earned by the named executive officers for the fiscal year ended January 31, 2024. “Named executive officers” refers to those executive officers named in the Summary Compensation Table that immediately follows this discussion. Base Salaries. The base salary of each of our named executive officers is initially fixed pursuant to the terms of their respective employment agreements with us and is determined by evaluating the responsibilities of the position, the experience and knowledge of the individual and the competitive marketplace at that time for executive talent, including a comparison to base salaries for comparable positions (considered in the context of the total compensation paid by such companies). The Compensation Committee reviews base salaries from time to time thereafter, considering the foregoing factors as well as the executive’s performance and the other factors considered in setting total compensation described above. When salary adjustments are considered, they are made in the context of the total compensation for executive officers, consistent with the core principles discussed above. In each case, the participants involved in recommending and approving salary adjustments consider the performance of each executive officer, including consideration of new responsibilities and the previous year’s corporate performance. Individual performance evaluations take into account such factors as achievement of specific goals that are driven by the Company’s strategic plan and attainment of specific individual objectives. The factors impacting base salary levels are not assigned specific weights but are considered as a totality, against the backdrop of the Company’s overall compensation philosophy, and salary adjustments are determined in the discretion of the Compensation Committee and the Board. Bonuses. The Company has historically granted its annual bonuses to executive officers based on corporate performance, as measured by reference to factors which the Compensation Committee believes reflect objective performance criteria over which management generally has the ability to exert some degree of control. With respect to the fiscal year ended January 31, 2024, the Compensation Committee approved a bonus program pursuant to which the named executive officers, as well as other key employees, would earn bonuses based upon defined corporate performance goals and individual financial and operational parameters. The Compensation Committee set corporate performance goals tied to revenue growth (weighted at 40%), EBITDA margin (weighted at 40%) and free cash flow margin (weighted at 20%) for the annual cash bonus program for the fiscal year ended January 31, 2024, with payouts ranging from 50% of target for minimum level of performance, 100% of target for target level performance, and 200% of target for performance at the maximum level. Mr. Roberson’s target bonus for fiscal 2024 was 65% of his base salary, Mr. Shannon’s target bonus for fiscal 2024 was 40% of his base salary, and Ms. An’s target bonus for fiscal 2024 was 40% of her base salary.

  28. EXECUTIVE COMPENSATION OVERVIEW

    Equity Awards. A third component of executive officers’ compensation is grants of equity awards, which may be in the form of shares of restricted stock, RSUs (time-based and performance-based), or stock options, issued pursuant to our stock plans then in effect; although the Compensation Committee may consider using other equity-based incentives in the future. The Compensation Committee grants RSUs to the Company’s executive officers in order to align their interests with the interests of the stockholders. Restricted stock, RSU and stock option grants are considered by the Company to be an effective long-term incentive because the executives’ gains are linked to increases in stock value, which in turn provides stockholder gains. Our executive officers received grants of RSUs, and in some cases stock options, in fiscal 2024, each in accordance with the terms of our 2017 Equity Incentive Plan. Half of the annual equity awards granted to our named executive officers in fiscal 2024 are comprised of RSUs that vest based solely on the passage of time (ratably over three years beginning with the first anniversary of the date of grant), and the other half of the RSUs vest at the end of a three-year performance period, based upon achievement of revenue growth (20%), EBITDA margin (15%), and return on invested capital (15%) performance measures. At the end of the applicable performance period, a number of the performance-based RSUs will vest, if any, based on the performance levels achieved, with payouts ranging from 50% of target for minimum level of performance, 100% of target for target level performance, and 150% of target for performance at the maximum level. Setting Executive Compensation. Base salaries and other compensation for the Chief Executive Officer and other executive officers are set by the Compensation Committee and reflect a number of elements including recommendations by our Chief Executive Officer as to the other executive officers based on evaluation of their performance and the other factors described above. The Compensation Committee also considers the recommendations and analysis of Willis Towers Watson, its independent compensation consultant, on matters of executive officer and director compensation. The Compensation Committee works closely with the Chief Executive Officer in establishing compensation levels for the other executive officers. Our Chief Executive Officer and the individual executives engage in discussions regarding the executive’s salary, and the Chief Executive Officer reports on such discussions and makes his own recommendations to the Compensation Committee. The Compensation Committee will separately discuss with the Chief Executive Officer any proposed adjustment to his or her own compensation. The Compensation Committee sets the compensation level for the Chief Executive Officer and the other executive officers and reports to the Board on all changes in executive compensation. Salary levels and other aspects of compensation for the Chief Executive Officer and the Chief Financial Officer historically have been set forth in employment agreements, with periodic reviews and adjustments by the Compensation Committee. The Chief Executive Officer is not present during voting or deliberation on his performance or compensation. Retirement Benefits. The Company does not provide any retirement benefits to its executive officers, other than matching a portion of employee contributions to the Company’s 401(k) plan. Employment Agreements. The Company entered into employment agreements with each of its named executive officers for fiscal year 2024. These employment agreements are described in more detail under the caption “Narrative to Compensation Table” below. Taxation and Accounting Matters. The Compensation Committee has considered the accounting and tax impact of various elements of compensation provided to our executive officers to balance the potential cost to us with the benefit and value of the compensation to the executive officers, but those considerations have generally not been a material factor in determining amounts of compensation for our executive officers. Stock Ownership and Clawback Requirements. The Compensation Committee has established Equity Retention Requirements and restrictions on equity awards for directors and executives. These retention requirements and restrictions are consistent with practices within the Company’s peer group and are designed to increase alignment of executive and shareholder interests. The retention requirements establish minimum equity positions, as a multiple of annual salary, that must be maintained by directors and executives prior to disposing of any shares acquired under the incentive plan. These requirements are outlined below:

  29. EXECUTIVE COMPENSATION OVERVIEW

    | ○ | Shares obtained or available under the equity award plan may not be hedged or pledged for any purpose. |

  30. EXECUTIVE COMPENSATION OVERVIEW

    | ○ | The 2017 Equity Incentive Plan and the LTIP specify that grants made thereunder will be subject to the Company’s clawback policies as in effect from time to time. In accordance with the Clawback Policy adopted in November 2023, Lakeland will recoup vested or unvested incentive-based equity awards issued or paid to the Company’s executive officers in the event Lakeland is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws. |

  31. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The table below sets forth all salary, bonus and other compensation paid (or payable in respect of bonuses) to our principal executive officer and each of the two highest paid executive officers other than the principal executive officer (our “named executive officers”) for the fiscal years ended January 31, 2024 and 2023. As used in this Proxy Statement, FY refers to a fiscal year ended January 31. For example, FY24 refers to the fiscal year ended January 31, 2024.

  32. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards (1) ($) | Option Awards (2) ($) | Nonequity Incentive Plan Compensation ($) | All Other Compensation(3) ($) | Total ($) | | Charles D. Roberson Former Chief Executive Officer, President and Secretary | 2024 2023 | $425,000 $425,000 | -- -- | $425,000 $425,000 | -- -- | $94,963 $67,111 | $11,550 $10,709 | $956,513 $927,820 | | Roger Shannon, Chief Financial Officer | 2024 | $291,923 | -- | $254,178 | $238,893 | $233,243 | $4,442 | $1,022,679 | | Hui (Helena) An, Chief Operating Officer | 2024 | $265,923 | -- | $274,859 | -- | $212,835 | $9,307 | $762,924 |

  33. SUMMARY COMPENSATION TABLE

    | (1) The amounts in this column represent the aggregate grant date fair value of the stock awards. All three of our named executive officers received a performance-based stock award during fiscal year 2024. In addition, Mr. Shannon also received a one-off RSU award having a grant date fair value of $29,167. Ms. An also received two one-off RSU awards having grant date fair values of $29,167 and $145,700, respectively. Generally, the grant date fair value is the amount that we would expense in our financial statements over the vesting period of the award based on the probable outcome of the award conditions. Assumptions used in the calculation of this amount are included in Note 9 to our audited financial statements for the fiscal year ended January 31, 2024, which were included in our Annual Report on Form 10-K filed with the SEC on April 11, 2024. With respect to the performance-based portions of the amounts reported in this column, we have assumed performance at the target level. If maximum performance is achieved, the total amounts would be: Mr. Roberson—$531,250, Mr. Shannon—$310,428, and Ms. An—$299,867. | | (2) The values of option awards listed in this column are the grant date fair values computed in accordance with ASC 718 as of the grant date. Generally, the grant date fair value is the amount that we would expense in our financial statements over the vesting period of the award based on the probable outcome of the award conditions. Assumptions used in the calculation of this amount were: expected volatility of 57%, expected dividend yield of 0.00%, an assumed risk-free interest rate of 3.398% and expected term 10 years. | | (3) For fiscal 2023 and 2024, represents Company contributions to 401(k) Plan. |

  34. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END The following table sets forth information with respect to outstanding equity-based awards at January 31, 2024 for our named executive officers.

  35. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END

    | | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Un-exercised 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 (#)(1) | Equity Incentive Plan Awards: Market or Payout of Unearned Shares, Units or Other Rights that have not Vested ($)(1) (2) | | Charles D. Roberson Former Chief Executive Officer, President and Secretary | -- | -- | -- | -- | -- | 3,711(3) 9,770(4) | $66,835 $175,958 | 8,637(5) 17,000(6) 21,983(7) | $155,552 $306,170 $395,914 | | Roger Shannon, Chief Financial Officer | -- | 24,000(6) | -- | $14.44 | 02/01/2033 | 5,173(4) 2,002(8) | $93,166 $36,056 | 11,639(7) | $209,618 | | Hui (Helena) An, Chief Operating Officer | -- | -- | -- | -- | -- | 889(3) 2,299(4) 10,000(9) 2,002(8) | $16,011 $41,405 $180,100 $36,056 | 1,861(5) 4,000(6) 5,173(7) | $33,517 $72,040 $93,166 |

  36. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END

    | (1) The level of award (minimum, target or maximum) and final vesting is based on the Company’s levels of revenue growth, EBITDA margin, free cash flow, as well as Board discretion and retention of employment. The amounts reported assume maximum level of performance. The actual total number of shares that vest may differ. | | (2) Market value is based on the closing price of our common stock on January 31, 2024 of $18.01. | | (3) These time-based RSUs vest on January 31, 2025. | | (4) These time-based RSUs vest in equal portions on January 31, 2025 and January 31, 2026. | | (5) The award is subject to a three-year performance period that began February 1, 2021 and ended January 31, 2024. The amounts earned, as determined by the Compensation Committee in April 2024 based on actual performance were as follows: Mr. Roberson—0 shares, and Ms. An—0 shares. | | (6) The award is subject to a three-year performance period that began February 1, 2022 and ends January 31, 2025 and vests January 31, 2025. | | (7) The award is subject to a three-year performance period that began February 1, 2023 and ends January 31, 2026 and vests January 31, 2026. | | (8) These time-based RSUs vest in full on December 4, 2026, the third anniversary of the date of grant. | | (9) These time-based RSUs vest in full on April 6, 2026, the third anniversary of the date of grant. |

  37. POTENTIAL PAYMENTS UPON TERMINATION

    POTENTIAL PAYMENTS UPON TERMINATION

  38. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are providing the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO named executive officers (“NEOs”) and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  39. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (1)(2)(3) | Average Summary Compensation Table Total for Non-PEO NEOs (1) | Average Compensation Actually Paid to Non-PEO NEOs (1)(2)(4) | Value of Initial Fixed $100 Investment Based on TSR (5) | Net Income | | 2024 | $956,513 | $981,389 | $892,802 | $968,191 | $65 | $5,425,000 | | 2023 | $927,820 | $587,316 | $539,100 | $363,453 | $52 | $1,873,000 | | 2022 | $994,627 | $746,108 | $569,289 | $403,640 | $76 | $11,372,000 |

  40. PAY VERSUS PERFORMANCE

    | (1) The PEO for fiscal years 2024, 2023 and 2022 was Charles D. Roberson. The non-PEO NEOs for fiscal years 2024 were Roger D. Shannon (our Chief Financial Officer) and Helena An (our Chief Operating Officer). The non-PEO NEOs for fiscal years 2023 and 2022 were Allen E. Dillard (our former Chief Operating and Financial Officer) and Steven L. Harvey (our former Executive Vice President for Global Sales and Marketing). | | (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnotes 3 and 4 below. Equity values are calculated in accordance with FASB ASC Topic 718. | | (3) To calculate the amounts of Compensation Actually Paid to the PEO in each of 2024, 2023 and 2022, the following adjustments were made to the PEO’s Summary Compensation Table Total for each respective year: |

  41. PAY VERSUS PERFORMANCE

    | a. | Fiscal Year 2024: | | | | i. | We deducted $425,000 reported in the Summary Compensation Table, reflecting the grant date fair value of equity-based awards granted to the PEO in fiscal year 2024; | | | ii. | we added $525,712, reflecting the fair value of such equity-based awards as of the end of fiscal year 2024; | | | iii. | we deducted $85,044, reflecting the change in the fair value during fiscal year 2024 of equity-based awards granted to the PEO before fiscal year 2024 that were outstanding and unvested as of the end of fiscal year 2024; and | | | iv. | we added $9,208, reflecting, as of the applicable vesting date, the change in the fair value during fiscal year 2024 of equity-based awards granted to the PEO before fiscal year 2024 that vested during fiscal year 2024. | | b. | Fiscal Year 2023: | | | | i. | We deducted $425,000 reported in the Summary Compensation Table, reflecting the grant date fair value of equity-based awards granted to the PEO in fiscal year 2023; | | | ii. | we added $328,204, reflecting the fair value of such equity-based awards as of the end of fiscal year 2023; | | | iii. | we deducted $132,790, reflecting the change in the fair value during fiscal year 2023 of equity-based awards granted to the PEO before fiscal year 2023 that were outstanding and unvested as of the end of fiscal year 2023; and | | | iv. | we deducted $110,918, reflecting, as of the applicable vesting date, the change in the fair value during fiscal year 2023 of equity-based awards granted to the PEO before fiscal year 2023 that vested during fiscal year 2023. |

  42. PAY VERSUS PERFORMANCE

    | c. | Fiscal Year 2022: | | | | i. | We deducted $375,000 reported in the Summary Compensation Table, reflecting the grant date fair value of equity-based awards granted to the PEO in fiscal year 2022; | | | ii. | we added $363,078, reflecting the fair value of such equity-based awards as of the end of fiscal year 2022; | | | iii. | we deducted $126,133, reflecting the change in the fair value during fiscal year 2022 of equity-based awards granted to the PEO before fiscal year 2022 that were outstanding and unvested as of the end of fiscal year 2022; and | | | iv. | we deducted $110,465, reflecting, as of the applicable vesting date, the change in the fair value during fiscal year 2022 of equity-based awards granted to the PEO before fiscal year 2022 that vested during fiscal year 2022. | | (4) To calculate the amounts of Compensation Actually Paid, on average, to our non-PEO NEOs in each of 2024, 2023 and 2022, the following adjustments were made to the Average Summary Compensation Table Total for Non-PEO NEOs for each respective year: | | | | a. | Fiscal Year 2024: | | | | i. | We deducted $383,965 reported in the Summary Compensation Table, reflecting the grant date fair value of equity-based awards granted to the non-PEO NEOs in fiscal year 2024; | | | ii. | we added $469,196, reflecting the fair value of such equity-based awards as of the end of fiscal year 2024; | | | iii. | we deducted $7,197, reflecting the change in the fair value during fiscal year 2024 of equity-based awards granted to the non-PEO NEOs before fiscal year 2024 that were outstanding and unvested as of the end of fiscal year 2024; and | | | iv. | we deducted $2,644, reflecting, as of the applicable vesting date, the change in the fair value during fiscal year 2024 of equity-based awards granted to the PEO before fiscal year 2024 that vested during fiscal year 2024. | | b. | Fiscal Year 2023: | | | | i. | We deducted $169,875 reported in the Summary Compensation Table, reflecting the grant date fair value of equity-based awards granted to the non-PEO NEOs in fiscal year 2023; | | | ii. | we added $131,189, reflecting the fair value of such equity-based awards as of the end of fiscal year 2023; | | | iii. | we deducted $87,998, reflecting the change in the fair value during fiscal year 2023 of equity-based awards granted to the non-PEO NEOs before fiscal year 2023 that were outstanding and unvested as of the end of fiscal year 2023; and | | | iv. | we deducted $48,962, reflecting, as of the applicable vesting date, the change in the fair value during fiscal year 2023 of equity-based awards granted to the PEO before fiscal year 2023 that vested during fiscal year 2023. | | c. | Fiscal Year 2022: | | | | i. | We deducted $154,875 reported in the Summary Compensation Table, reflecting the grant date fair value of equity-based awards granted to the non-PEO NEOs in fiscal year 2022; | | | ii. | we added $149,957, reflecting the fair value of such equity-based awards as of the end of fiscal year 2022; | | | iii. | we deducted $117,703, reflecting the change in the fair value during fiscal year 2022 of equity-based awards granted to the non-PEO NEOs before fiscal year 2022 that were outstanding and unvested as of the end of fiscal year 2022; and | | | iv. | we deducted $43,027, reflecting, as of the applicable vesting date, the change in the fair value during fiscal year 2022 of equity-based awards granted to the non-PEO NEOs before fiscal year 2022 that vested during fiscal year 2022. | | (5) The values disclosed in this TSR column represent the measurement period value of an investment of $100 in our common stock as of January 31, 2021, and then valued again on each of January 31, 2022 and January 31, 2023. Historical stock performance is not necessarily indicative of future stock performance. | | |

  43. PAY VERSUS PERFORMANCE

    Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and the Company’s cumulative TSR over the three most recently completed fiscal years. Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and our Net Income during the three most recently completed fiscal years.