DEF 14A of Lakeland Industries Inc, May 2, 2025

DEF 14A of Lakeland Industries Inc

Filed May 2, 2025 · FY20250001654954-25-005043

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 Thomas J. McAteer, James M. Jenkins and Nikki L. Hamblin be nominated for election as a Class III director at the Annual Meeting to serve for a term expiring at the 2028 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 Messrs. McAteer and Jenkins and Ms. Hamblin 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 2028

    Terms Expiring in 2028

  3. Terms Expiring in 2028

    | Name | Age | Position | Director Since | | Thomas J. McAteer | 72 | Director | 2011 | | James M. Jenkins | 60 | Chief Executive Officer and President and Executive Chairman | 2016 | | Nikki L. Hamblin | 48 | Director | 2021 |

  4. Terms Expiring in 2028

    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 a member of the board of the Good Samaritan Hospital Foundation since 2018. 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 President and Chief Executive Officer effective June 1, 2024 and has served as the Company’s Executive Chairman since August 20, 2023. Mr. Jenkins had previously been serving as Acting President and Chief Executive Officer since February 1, 2024. Mr. Jenkins previously served as Chairman of the Board from February 1, 2023 through August 2023. Mr. Jenkins previously served on our Board from 2012 to 2015 and was a member of our Audit and Corporate Governance Committees. Prior to his appointment as our President and Chief Executive Officer, Mr. Jenkins was 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 served as Transcat’s chief risk officer and advised management and the board of directors over matters of corporate governance and securities law. He also led 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 B.A. 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 ScanTech AI Systems Inc. (Nasdaq: STAI) and is a member of its audit (Chair) and compensation committees (since December 2024). Mr. Jenkins previously served on the board of directors of Mars Acquisition Corp. until its acquisition by ScanTech AI Systems Inc. and OmniLit Acquisition Corp. from September 2021 to April 2023. Mr. Jenkins’s qualifications to serve on our Board include his corporate governance experience as well his 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.

  5. INCUMBENT DIRECTORS – CLASS I

    INCUMBENT DIRECTORS – CLASS I

  6. Terms Expiring in 2026

    Terms Expiring in 2026

  7. Terms Expiring in 2026

    | Name | Age | Position | Director Since | | Ronald Herring | 64 | Director | 2023 | | Melissa Kidd | 57 | Director | 2023 |

  8. 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.

  9. INCUMBENT DIRECTORS ‑ CLASS II

    INCUMBENT DIRECTORS ‑ CLASS II

  10. Terms Expiring in 2027

    Terms Expiring in 2027

  11. Terms Expiring in 2027

    | Name | Age | Position | Director Since | | Jeffrey T. Schlarbaum | 58 | Director | 2017 | | Martin G. Glavin | 67 | Director | 2024 |

  12. Terms Expiring in 2027

    Jeffrey T. Schlarbaum has served as a director since 2017 and as Chair of the Audit Committee of the Board since June 2022, currently serving as co-Chair of the Audit Committee with Mr. Glavin. He has served as President and Chief Executive Officer of Spartronics, a leader in complex electronics manufacturing and design services, serving customers in defense, aerospace, space, medical device, instrumentation & control, and life science markets, 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 role as President and Chief Executive Officer 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.

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

    OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR”

  14. THE NOMINEES FOR DIRECTOR

    THE NOMINEES FOR DIRECTOR

  15. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION For the fiscal year ended January 31, 2025, the compensation structure for our non-employee directors was as follows:

  16. DIRECTOR COMPENSATION

    | • | an annual Board retainer in the amount of $70,000; | | • | an annual Board grant of restricted stock units (“RSUs”) 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. |

  17. DIRECTOR COMPENSATION

    Our non-employee directors no longer have the option to receive their fees in shares of our common stock or other equity awards. Following the Company’s 2024 Annual Meeting on June 13, 2024, each of our non-employee directors then serving on the Board received awards of 2,842 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. Effective February 1, 2025, the compensation structure for our non-employee directors was adjusted as follows:

  18. DIRECTOR COMPENSATION

    | • | an annual Board grant of RSUs having a value equal to $75,000; | | • | an additional annual retainer of $85,000 for the lead independent director (if applicable); | | • | an additional annual Board grant of RSUs having a value equal to $30,000 for the lead independent director (if applicable); | | • | a one-time grant of 3,000 RSUs for each member of the Technology Committee, to be granted on the date of the 2025 Annual Meeting. |

  19. DIRECTOR COMPENSATION - FISCAL 2025

    DIRECTOR COMPENSATION - FISCAL 2025 The following table sets forth compensation paid by the Company to our directors during the fiscal year ended January 31, 2025.

  20. DIRECTOR COMPENSATION - FISCAL 2025

    | 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 | $87,500 | $64,997 | -- | -- | -- | $152,497 | | Ronald Herring | $77,500 | $64,997 | -- | -- | -- | $142,497 | | Martin G. Glavin | $80,625 | $64,997 | -- | -- | -- | $145,622 | | Melissa Kidd | $76,750 | $64,997 | -- | -- | -- | $141,747 | | Thomas McAteer | $100,500 | $64,997 | -- | -- | $60,000(3) | $225,497 | | Jeffrey Schlarbaum | $90,000 | $64,997 | -- | -- | -- | $154,997 |

  21. DIRECTOR COMPENSATION - FISCAL 2025

    | (1) James M. Jenkins, our President, Chief Executive Officer and Executive Chairman, is not included in the table above as he was an employee of the Company during fiscal 2025 and, therefore, did not receive any additional compensation for the services that he provided as director. From February 1 through May 31, 2024, when Mr. Jenkins was serving as Executive Chairman and Acting President and Chief Executive Officer of the Company, he received compensation in an annualized amount of $250,000 as compensation for his service as Executive Chairman and did not receive compensation as a non-employee director. Upon his appointment as permanent President and Chief Executive Officer of the Company, effective June 1, 2024, Mr. Jenkins received an annual base salary of $525,000, participation in the Company’s annual incentive plan with a target bonus of 100% of base salary, participation in the Company’s LTIP with an annual LTIP equity award of 100% of base salary comprised of a 50-50 mixture of time-based restricted stock units that vest ratably over three years and performance-based restricted stock units that vest based on achievement of identified performance measures for the applicable performance period, a one-time equity award grant on June 1, 2024 of 25,000 time-based restricted stock units that vest in full and settle into common stock of the Company on a one-for-one basis three years from the date of grant, and a one-time equity award grant on June 1, 2024 of 20,000 stock options, each representing a right to purchase a share of common stock of the Company, which vest in full on the third anniversary of the date of grant. The compensation that Mr. Jenkins received in the fiscal year ended January 31, 2025, is included in the Summary Compensation Table. | | (2) Represents the aggregate grant date fair value of RSUs granted to our non-employee directors during the fiscal year ended January 31, 2025. The assumptions used to calculate the fair value are set forth in Note 9 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2025, as filed with the SEC. | | As of January 31, 2025, each of our non-employee directors held 2,842 unvested RSUs. | | (3) Mr. McAteer provided executive coaching and consultant services to the Company during fiscal year 2025 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 2025. The consulting arrangement between Mr. McAteer and the Company was terminated effective January 31, 2025. |

  22. 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 2025, 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 free cash flow margin for the performance-based portion of the long-term incentive equity awards and revenue growth, Adjusted EBITDA, 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 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 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, 2025. “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 determined by evaluating the responsibilities of the position, the experience and knowledge of the individual and the competitive marketplace 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 and at least annually, 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. Annual Cash Bonus Plan. The Company has historically granted its annual bonuses to executive officers pursuant to its short-term incentive cash bonus plan 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, 2025, 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 35%), Adjusted EBITDA margin (weighted at 35%), free cash flow margin (weighted at 15%), and individual performance goals for each executive officer (weighted at 15%) for the annual cash bonus program for the fiscal year ended January 31, 2025, 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. Jenkins’s target bonus for fiscal 2025 was 100% of his base salary, Mr. Shannon’s target bonus for fiscal 2025 was 50% of his base salary, and Ms. An’s target bonus for fiscal 2025 was 45% of her base salary.

  23. 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 equity awards 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 2025, 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 2025 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 aggregate three-year revenue (20%), EBITDA margin (20%), and free cash flow margin (10%) performance measures. At the end of the three-year 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 were historically set forth in employment agreements, with periodic reviews and adjustments by the Compensation Committee; however, the Compensation Committee decided to move away from employment agreements beginning in fiscal year 2025, and effective as of February 1, 2025, the Company no longer has any employment agreements with its executive officers. 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. As discussed above under “Setting Executive Compensation,” the Compensation Committee decided to move away from employment agreements with our executive officers beginning in fiscal year 2025, and effective as of February 1, 2025, the Company no longer has any employment agreements with its executive officers. The employment agreements that were in effect for our named executive officers in 2025 are described in more detail under the caption “Narrative to Summary 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 stockholder 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:

  24. EXECUTIVE COMPENSATION OVERVIEW

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

  25. 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 cash bonuses and 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. |

  26. EXECUTIVE COMPENSATION OVERVIEW

    Equity Grant Practices. Although we do not have a formal policy with respect to the timing of our equity award grants, the Compensation Committee generally approves an annual grant of equity awards consisting of time- and performance-based restricted stock units to our executive officers, including each of the NEOs, during the regular meeting of the Compensation Committee in April. Annual grants of equity awards consisting of time-based restricted stock units to independent members of the Board are generally approved in mid-June following the Annual Meeting. In special circumstances, such as the hiring or promotion of an individual or where the Compensation Committee determines it is in the best interest of the Company, the Compensation Committee may approve grants of out-of-cycle equity awards, potentially including stock options or similar awards. For example, in connection with his promotion to Chief Executive Officer, effective June 1, 2024, the Compensation Committee granted Mr. Jenkins stock options on June 1, 2024. The Compensation Committee does not take material nonpublic information (“MNPI”) into account when determining the timing or terms of any option award, and the Company does not time the disclosure of MNPI for the purpose of affecting the value of executive compensation and may change its equity grant practices in the future. As discussed above, during fiscal year 2025, the Company granted stock options to Mr. Jenkins on June 1, 2024. On June 5, 2024, the Company filed a Current Report on Form 8-K to disclose a copy of its June 4, 2024 press release announcing the Company’s financial results for the first quarter ended April 30, 2024 and to furnish a copy of the supplemental slides to be discussed during the company’s June 5, 2024 earnings call. Additionally, on June 6, 2024, the Company filed a Quarterly Report on Form 10-Q for the quarterly period ended April 30, 2024. See the table below for additional information.

  27. 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, 2025 and 2024. 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.

  28. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Option Awards(2) ($) | Non-Equity Incentive Plan Compensation($) | All Other Compensation(3) ($) | Total ($) | | James M. Jenkins, Chief Executive Officer and President | 2025 2024 | $341,643 -- | -- -- | $985,746 -- | $237,200(4) -- | $277,548(5) -- | $87,901 -- | $1,930,038 -- | | Roger Shannon, Chief Financial Officer and Secretary | 2025 2024 | $358,154 $291,923 | -- -- | $640,746 $254,178 | -- $238,893(6) | $145,621 $233,243 | $11,844 $4,442 | $1,156,365 $1,022,679 | | Hui (Helena) An, Chief Operating Officer | 2025 2024 | $333,000 $265,923 | -- -- | $398,645 $274,859 | -- -- | $121,958 $212,835 | $4,375 $9,307 | $857,978 $762,924 |

  29. SUMMARY COMPENSATION TABLE

    | (1) The amounts in this column represent the aggregate grant date fair value of the RSU awards to the applicable named executive officer. During fiscal year 2024, Mr. Shannon and Ms. An each received a performance-based stock award, and during fiscal year 2025, all three of our named executive officers received a performance-based stock award. | | In addition, in fiscal year 2025, Mr. Jenkins received a one-off RSU award having a grant date fair value of $460,750; Mr. Shannon received three one-off RSU awards having grant date fair values of $29,167, $230,625, and $92,950, respectively; and Ms. An received three one-off RSU awards having grant date fair values of $29,167, $92,250, and $92,950. In fiscal year 2024, Mr. Shannon received a one-off RSU award having a grant date fair value of $29,167, and Ms. An 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 set forth in Note 9 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2025, as filed with the SEC. 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, for fiscal year 2024: Mr. Shannon—$310,428, and Ms. An—$299,867; and for fiscal year 2025: Mr. Jenkins—$1,116,995, Mr. Shannon—$712,747, and Ms. An—$444,715. | | (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. | | (3) For fiscal 2024 and 2025, represents Company contributions to 401(k) Plan and, with respect to Mr. Jenkins only, $82,877 for compensation relating to service as Executive Chairman of the Board of Directors prior to being named our permanent President and Chief Executive Officer effective June 1, 2024. | | (4) 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. | | (5) Mr. Jenkins elected to take $200,000 of this amount in the form of a time-based RSU award, which was granted to Mr. Jenkins in April 2025. | | (6) Assumptions used in the calculation of this amount were: expected volatility of 57%, expected dividend yield of 0.50%, an assumed risk-free interest rate of 3.398% and expected term 10 years. |

  30. OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END The following table sets forth information with respect to outstanding equity-based awards at January 31, 2025 for our named executive officers.

  31. OUTSTANDING EQUITY AWARDS AT FISCAL 2025 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 Value of Unearned Shares, Units or Other Rights that have not Vested ($)(1) (2) | | James M. Jenkins, Chief Executive Officer and President | -- | 20,000(3) | -- | $18.43 | 06/01/2034 | 14,243(4) 25,000(5) | $330,295 $579,750 | -- | -- | | Roger Shannon, Chief Financial Officer and Secretary | 8,000 | 16,000(6) | -- | $14.44 | 02/01/2033 | 7,805(7) 5,000(8) 2,555(9) 2,002(10) 1,581(11) 12,500(11) | $180,998 $115,950 $59,250 $46,426 $36,663 $289,875 | 7,727(12) 7,805(13) | $179,189 $180,998 | | Hui (Helena) An, Chief Operating Officer | -- | -- | -- | -- | -- | 4,994(7) 5,000(8) 1,136(9) 10,000(14) 2,002(10) 1,581(11) 5,000(11) | $115,811 $115,950 $26,344 $231,900 $46,426 $36,663 $115,950 | 2,667(15) 3,434(12) 4,994(13) | $61,848 $79,634 $115,811 |

  32. OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END

    | (1) The level of award (minimum, target or maximum) and final vesting is based on the Company’s levels of performance achieved, as well as retention of employment. The amounts reported assume target 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, 2025 of $23.19. | | (3) These options become exercisable in full on June 1, 2027. | | (4) These time-based RSUs vest in equal portions on June 1, 2025, January 31, 2026 and January 31, 2027. | | (5) These time-based RSUs vest in full on June 1, 2027. | | (6) These options vest in equal portions on February 1, 2025 and February 1, 2026. | | (7) These time-based RSUs were granted on April 4, 2024 and vest in equal portions on the first anniversary of the date of grant, January 31, 2026 and January 31, 2027. | | (8) These time-based RSUs vest in full on October 31, 2025. | | (9) These time-based RSUs vest in full on January 31, 2026. | | (10) These time-based RSUs vest in full on December 4, 2026, the third anniversary of the date of grant. | | (11) These time-based RSUs vest in full on April 4, 2027, the third anniversary of the date of grant. | | (12) The award is subject to a three-year performance period that began February 1, 2023 and ends January 31, 2026. | | (13) The award is subject to a three-year performance period that began February 1, 2024 and ends January 31, 2027. | | (14) These time-based RSUs vest in full on April 6, 2026, the third anniversary of the date of grant. | | (15) The award is subject to a three-year performance period that began on February 1, 2022 and ended January 31, 2025. The amount earned, as determined by the Compensation Committee in April 2025 based on actual performance, was 745 shares. |

  33. POTENTIAL PAYMENTS UPON TERMINATION

    POTENTIAL PAYMENTS UPON TERMINATION On October 31, 2024, the Compensation Committee adopted the Amended and Restated Lakeland Industries, Inc. Severance and Change in Control Plan (the “Severance and CIC Plan”), which provides severance benefits to the Company’s executive officers in the event of certain terminations of employment. A copy of the Severance and CIC Plan has been filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 31, 2024. Pursuant to the Severance and CIC Plan, in the event that a participant is terminated by the Company other than for Cause or any such participant resigns for Good Reason (in each case, not in a Change in Control Period) (as such capitalized terms are defined in the Severance and CIC Plan), such participant shall receive: (a) the participant’s base salary through the termination date, (b) a pro-rated portion of the participant’s short-term incentive annual cash bonus for the fiscal year in which the termination occurs, based on actual performance for the year in which the termination occurs, and (c) an amount equal to one month of the participant’s then current base salary for every one year of employment with the Company up to the date of termination, with a minimum of four months of base salary and a maximum of 12 months of base salary regardless of the number of years of employment with the Company. In the event that any participant’s employment is terminated other than for Cause or any such participant resigns for Good Reason within 90 days prior to or 18 months after a Change in Control, such participant shall receive: (a) the participant’s base salary through the termination date, (b) a pro-rated portion of the participant’s target short-term incentive annual cash bonus for the fiscal year in which the termination occurs, (c) an amount equal to the applicable severance multiplier multiplied by the sum of the participant’s annual base salary and target short-term incentive annual cash bonus, and (d) reimbursement of the Participant’s monthly premium cost under COBRA health and dental continuation less the applicable active employee premium rate for up to 18 months following the termination date or such earlier date that the participant is no longer eligible to receive COBRA continuation coverage or the participant becomes eligible to receive other group health benefits. The severance multiplier applicable to a termination not for Cause in the Change in Control Period or a resignation for Good reason in the Change in Control Period shall be (a) in the case of the Chief Executive Officer, 2x, and (b) in the case of an executive officer who is not the Chief Executive Officer, 1.5x. The Severance and CIC Plan also contains customary non-solicitation and non-disparagement covenants applicable to the covered executives. All of our named executive officers participate in the Severance and CIC Plan and would therefore be entitled to the applicable payments described above upon the occurrence of a termination event.

  34. 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.

  35. 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 | | 2025 | $1,930,038 | $2,352,344 | $1,007,172 | $1,237,640 | $112 | ($18,075,000) | | 2024 | $956,513 | $981,389 | $892,802 | $968,191 | $86 | $5,425,000 | | 2023 | $927,820 | $587,316 | $539,100 | $363,453 | $69 | $1,873,000 |

  36. PAY VERSUS PERFORMANCE

    | (1) The PEO for fiscal year 2025 was James M. Jenkins. The PEO for fiscal years 2024 and 2023 was Charles D. Roberson. The non-PEO NEOs for fiscal years 2025 and 2024 were Roger D. Shannon (our Chief Financial Officer) and Helena An (our Chief Operating Officer). The non-PEO NEOs for fiscal year 2023 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 fiscal year 2025, the following adjustments were made to the PEO’s Summary Compensation Table Total for each respective year: |

  37. PAY VERSUS PERFORMANCE

    | a. | Fiscal Year 2025: |

  38. PAY VERSUS PERFORMANCE

    | i. | We deducted $1,222,946 reported in the Summary Compensation Table, reflecting the grant date fair value of equity-based awards granted to the PEO in fiscal year 2025; | | ii. | we added $1,529,540, reflecting the fair value of such equity-based awards as of the end of fiscal year 2025; and | | iii. | we added $115,712, 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 2025 that vested during fiscal year 2025. |

  39. PAY VERSUS PERFORMANCE

    | (4) To calculate the amounts of Compensation Actually Paid, on average, to our non-PEO NEOs in each of 2025, 2024 and 2023, the following adjustments were made to the Average Summary Compensation Table Total for Non-PEO NEOs for each respective year: |

  40. PAY VERSUS PERFORMANCE

    | a. | Fiscal Year 2025: |

  41. PAY VERSUS PERFORMANCE

    | i. | We deducted $519,696 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 2025; | | ii. | we added $652,335, reflecting the fair value of such equity-based awards as of the end of fiscal year 2025; | | iii. | we added $84,879, reflecting the change in the fair value during fiscal year 2025 of equity-based awards granted to the non-PEO NEOs before fiscal year 2025 that were outstanding and unvested as of the end of fiscal year 2025; and | | iv. | we added $12,950, reflecting, as of the applicable vesting date, the change in the fair value during fiscal year 2025 of equity-based awards granted to the PEO before fiscal year 2025 that vested during fiscal year 2025. |

  42. PAY VERSUS PERFORMANCE

    | (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, 2022, and then valued again on each of January 31, 2023, January 31, 2024 and January 31, 2025. 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.