Executive pay, losses and incentives at Destination XL Group (DXLG)
Rhea-AI Filing Summary
Destination XL Group filed an amended annual report to add detailed Part III disclosures on directors, executive compensation and governance for fiscal 2025. The company describes a difficult year in the big-and-tall retail sector, with soft traffic and cautious consumers driving an 8.4% decline in comparable sales and tariff-related margin pressure.
DXLG reported a net loss of $(0.66) per diluted share, including a $20.4 million non-cash tax valuation allowance, $4.2 million in merger-related transaction costs and $0.2 million of impairments; adjusted net loss was $(0.21) per share$28.8 million in cash and investments, no borrowings and $55.1 million available under its credit facility.
The filing details a pay-for-performance framework. Because key incentive metrics were not met, performance-based pay fell, and CEO Harvey Kanter’s total reported compensation declined to $2.18 million, down 24.5% from 2024, with a disclosed CEO pay ratio of 42:1. Long-term incentives remain heavily tied to relative total shareholder return, and no performance payout was earned for the 2023–2025 LTIP cycle.
Positive
- None.
Negative
- Sharp deterioration in profitability: fiscal 2025 comparable sales fell 8.4%, Adjusted EBITDA dropped to $1.6 million from $19.9 million, and the company reported a GAAP net loss of $35.9 million, including a full tax valuation allowance.
- Incentive plans failing to pay out: the 2023–2025 long-term incentive plan earned no performance payout because relative total shareholder return ranked in the fourth quartile versus peers, underscoring weak multi-year equity performance.
Key Figures
Key Terms
Adjusted EBITDA financial
Long-Term Incentive Plan financial
say-on-pay regulatory
Section 16(a) regulatory
Structured Retirement financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
(Mark One)
For the fiscal year ended
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Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
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Securities registered pursuant to Section 12(g) of the Act:
None.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "non-accelerated filer," "smaller reporting company" and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Accelerated filer |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No
As of August 2, 2025, the aggregate market value of the Common Stock held by non-affiliates of the registrant was approximately $
The registrant had
Documents Incorporated by Reference:
Auditor Name: |
Auditor Location: |
Auditor Firm ID: |
EXPLANATORY NOTE
Except for the amendments described above, this Form 10-K/A does not modify or update the disclosure in our Annual Report on Form 10-K for the fiscal year ended January 31, 2026 filed with the Securities and Exchange Commission on March 19, 2026.
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TABLE OF CONTENTS
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PAGE |
PART III |
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ITEM 10. |
Directors, Executive Officers and Corporate Governance |
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4 |
ITEM 11. |
Executive Compensation |
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8 |
ITEM 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
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35 |
ITEM 13. |
Certain Relationships and Related Transactions, and Director Independence |
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37 |
ITEM 14. |
Principal Accountant Fees and Services |
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37 |
PART IV |
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ITEM 15. |
Exhibits and Financial Statement Schedules |
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39 |
SIGNATURES |
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40 |
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3
PART III.
Item 10. Directors, Executive Officers and Corporate Governance
Set forth below is certain information regarding our current directors, including information furnished by them as to their principal occupations and business experience for the past five years, certain directorships held by each director within the past five years, their respective ages as of May 15, 2026, their current committee membership, and the year in which they became a director of our Company:
Name |
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Age |
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Director |
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Audit |
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Compensation |
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Nominating and |
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Cybersecurity |
Lionel F. Conacher, Chairman of the Board and Director |
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63 |
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2018 |
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C |
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X |
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Harvey S. Kanter, President and Chief Executive Officer and Director |
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64 |
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2019 |
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Carmen R. Bauza, Director |
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64 |
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2021 |
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X |
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X |
Jack Boyle, Director |
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58 |
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2017 |
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X |
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C |
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Willem Mesdag, Director |
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72 |
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2014 |
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X |
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C |
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Ivy Ross, Director |
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70 |
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2013 |
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X |
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C |
Elaine K. Rubin, Director |
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63 |
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2021 |
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X |
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X |
C= current member and committee chairperson
X= current member of the committee
Lionel F. Conacher has been a director of the Company since June 2018 and Chairman of the Board of Director (the "Board") since August 2020. In March 2026, Mr. Conacher joined the board of directors of Metatek-Group Ltd., a publicly traded company, and serves as the chair of their governance and nomination committee. From September 2021 until October 2025, Mr. Conacher served as a member of the board of directors for SRx Health Solutions, Inc. (formerly Better Choice Company Inc.), a publicly traded company, and served as a member of their audit and compensation committees. From September 2022 until May 2023, he served as their interim chief executive officer. Mr. Conacher was a managing partner of Next Ventures, GP from August 2018 until February 2021. From January 2011 to June 2018, Mr. Conacher was a senior advisor for Altamont Capital Partners LLC (“ACP”), a private equity firm. Prior to joining ACP, from April 2008 until July 2010, Mr. Conacher was the president and chief operating officer of Thomas Weisel Partners, an investment bank. Additionally, Mr. Conacher served as the chairman of Wunderlich Securities, an investee company of ACP, from December 2013 until July 2017. Mr. Conacher previously served as a member of the board of directors for AmpHP Inc., a venture-backed human performance company. He also formerly served as a member of the board of directors of Mervin Manufacturing, a leading designer and manufacturer of snowboards and other board sports equipment, and PowerDot, Inc., a consumer electronics company that markets a muscle recovery and performance tool. Our Board believes that Mr. Conacher brings extensive financial and operational experience, and his significant experience as a director for other publicly traded companies qualifies him to serve on our Board.
Harvey S. Kanter is the President, Chief Executive Officer and a director of the Company. Mr. Kanter joined the Company in February 2019 in a transition role as Advisor to the Acting Chief Executive Officer and assumed the role of President and Chief Executive Officer and a director of the Company in April 2019. Mr. Kanter served as a non-executive co-chair at Seattle University Center for Leadership Formation, Albers School of Business and Economics from February 2021 until February 2024. Mr. Kanter served as a director and a member of the compensation committee of Potbelly Corporation, a publicly traded company, from August 2015 until May 2019. Mr. Kanter has over 35 years of business experience, with an extensive background in the retail industry, having served from March 2012 until June 2017 as the president and chief executive officer of Blue Nile, Inc., a leading online retailer of high-quality diamonds and fine jewelry and formerly a publicly traded company. From March 2012 until February 2020, Mr. Kanter also served as a member of the board of directors of Blue Nile, Inc. and, from January 2014 until February 2020, as their chairman. From January 2009 to March 2012, Mr. Kanter was the chief executive officer and president of Moosejaw Mountaineering and Backcountry Travel, Inc., a leading multi-channel retailer of premium outdoor apparel and gear. From April 2003 to June 2008, Mr. Kanter served in various executive positions at Michaels Stores, Inc. He was a former brand ambassador for the Fred Hutch Cancer Research Institute and previously served as an advisory member to the Seattle University Executive MBA Program. Our Board believes that Mr. Kanter’s extensive knowledge of integrated-commerce retailing, with strong strategic and operational expertise qualifies him to serve on our Board.
Carmen R. Bauza has been a director of the Company since December 2021. In March 2023, Ms. Bauza joined the board of directors of OneWater Marine Inc., a publicly traded company, and serves as a member of their audit and compensation committees. Since May 2022, Ms. Bauza has also served on the board of directors of Zumiez, Inc., a publicly traded company, and serves as a member of their audit and governance and nominating committees. Ms. Bauza also formerly served as a member of the board of managers of Claire’s Holdings LLC. Most recently, Ms. Bauza was the chief merchandising officer at Fanatics, Inc. from January 2019 until April 2021. Prior to that, she was the chief merchandising officer at HSN, Inc. from November 2016 until December 2017 and the senior vice president,
4
general merchandise manager consumables, health and wellness at Walmart from June 2007 to October 2016. She previously held roles at Bath & Body Works, Inc., Five Below, Inc. and The Walt Disney Company. Ms. Bauza currently serves as a member of the board of trustees at Seton Hill University and as a member of the advisory board of RoundTable Healthcare Partners Council. Our Board believes that Ms. Bauza’s extensive retail and merchandising experience qualifies her to serve on our Board.
Jack Boyle has been a director since August 2017. In July 2025, Mr. Boyle joined the board of directors of Wolverine World Wide, Inc., a publicly traded company, and serves as a member of their compensation and human capital committees. Since June 2025, Mr. Boyle has been the managing partner of Fam Bam Sports. From January 2024 until his retirement in July 2025, Mr. Boyle was the president of buying and North America for Fanatics Holdings, Inc. (“Fanatics”), a market leader for officially licensed sports merchandise. From February 2019 to January 2024, Mr. Boyle was the global co-president of direct to consumer/omni-channel for Fanatics. Mr. Boyle originally joined Fanatics as president of merchandising in June 2012, and from December 2017 to February 2019, he served as the co-president of North America direct-to-consumer/omni-channel. From February 2005 to June 2012, Mr. Boyle was the executive vice president, general merchandising manager of women’s apparel, intimate, cosmetics and accessories for Kohl’s Corporation. From October 2003 to February 2005, he served as the senior vice president, divisional merchandise manager of women’s apparel for Kohl’s Corporation, the vice president of junior sportswear from July 2000 to October 2003 and the vice president of planning/allocation for women's apparel from December 1999 to July 2000. From June 1990 to December 1999, Mr. Boyle held various merchandise positions, including divisional merchandise manager of women’s, at May Company. Our Board believes that Mr. Boyle’s extensive experience in merchandising, brand management and omni-channel leadership qualifies him to serve on our Board.
Willem Mesdag has been a director since January 2014. Mr. Mesdag is the managing partner of Red Mountain Capital Partners LLC, an investment management firm, and since May 2019, has also served as a Senior Advisor for HPS Investment Partners, a global investment firm. Prior to founding Red Mountain in 2005, Mr. Mesdag was a partner and managing director of Goldman Sachs & Co., which he joined in 1981. Prior to Goldman Sachs, he was a securities lawyer at Ballard, Spahr, Andrews & Ingersoll, which he joined in 1978. From February 2016 to May 2025, Mr. Mesdag served on the board of Heidrick & Struggles International, Inc., a publicly traded company, for which he chaired the audit and finance committee and served on the human resources and compensation committee. He previously served on the boards of 3i Group plc, Cost Plus, Inc., Encore Capital Group, Inc., Nature’s Sunshine Products, Inc., Skandia AB and Yuma Energy, Inc., all of which are or were publicly-traded companies. Having had an extensive career in international investment banking and finance and having served on domestic and international public company boards, our Board believes that Mr. Mesdag brings significant knowledge and experience related to business and financial issues, and his corporate governance and investor’s perspective qualifies him to serve on our Board.
Ivy Ross has been a director since January 2013. Since July 2016, Ms. Ross has been the chief design officer of consumer hardware, retail store design at Google and from May 2014 until July 2016, she served as the head of glass. From July 2011 until April 2014, Ms. Ross was the chief marketing officer of Art.com, where she oversaw the company's marketing, branding, merchandising and user-experience functions. From June 2008 to June 2011, Ms. Ross was executive vice president of marketing for the Gap brand, and also acted as the creative catalyst for all brands within Gap, Inc. Ms. Ross has also held senior creative and product design positions at Disney Stores North America, Mattel, Inc., Calvin Klein, Coach, Liz Claiborne Inc., Swatch Group (U.S.) Inc. and Avon Products, Inc.. She also has served on The Procter & Gamble Company’s design board since its inception. Our Board believes that with her industry insight and marketing expertise, Ms. Ross provides a valuable perspective to the Board as we continue to build our DXL brand and qualifies her to serve on our Board.
Elaine K. Rubin has been a director since April 2021. Since January 2010, Ms. Rubin has been the founder and president of Digital Prophets Network, LLC, a consulting, advisory and placement firm with a network of digital commerce experts that supports the growth of retail and direct-to-consumer businesses. Since January 2024, Ms. Rubin has served as a strategic advisor to Cordial Experience, Inc., a marketing platform designed to power data-driven, high conversion messages at scale. From November 2023, Ms. Rubin has served as a board member for Women and Climate Inc., a non-profit organization. From October 2013 to November 2023, she has also served as an advisor to Hint, Inc., which produces fruit-infused water. Prior to that, Ms. Rubin held leadership positions at 1800flowers.com, iVillage.com and amazon.com. She previously served on the boards of Smart & Final Stores, Inc. and Blue Nile, Inc., both of which were formerly publicly traded companies. Ms. Rubin co-founded shop.org in February 1996 and served as its elected chair of the board of directors from February 1996 to October 2007 and served on the board of the National Retail Federation, Inc. from 2001 until 2010. Our Board believes that Ms. Rubin’s extensive knowledge and experience of digital commerce business and valuable insights qualifies her to serve on our Board.
All directors hold office until the next annual meeting of stockholders and until their respective successors have been duly elected and qualified or until their earlier death, resignation or removal.
5
Current Non-Director Executive Officers
Peter H. Stratton, Jr., 54, has been our Executive Vice President, Chief Financial Officer and Treasurer since November 2017. Prior to that, Mr. Stratton served as our Senior Vice President, Chief Financial Officer and Treasurer from June 2014 to November 2017. From August 2009 to June 2014, Mr. Stratton was our Senior Vice President of Finance, Corporate Controller and Chief Accounting Officer. Mr. Stratton joined the Company in June 2009 as Vice President of Finance. Prior to joining the Company, Mr. Stratton served as the senior director of corporate accounting at BearingPoint, Inc. from May 2007 to June 2009. Prior to May 2007, Mr. Stratton held various finance and accounting leadership positions at Legal Sea Foods, Inc., Shaw’s Supermarkets, Inc. and Cintas Corporation.
John F. Cooney, 43, has been our Senior Vice President, Corporate Controller and Chief Accounting Officer since March 2022. Prior to that, Mr. Cooney was our Vice President of Finance and Managing Director, Corporate Controller and Chief Accounting Officer from May 2018 until March 2022, our Vice President of Finance, Corporate Controller and Chief Accounting Officer from May 2015 until May 2018, our Vice President of Finance and Corporate Controller from June 2014 until May 2015, and our Director of Financial Accounting and Reporting from November 2010 until June 2014. Prior to joining the Company, Mr. Cooney was an audit manager with PricewaterhouseCoopers LLP, which he joined in August 2004.
Anthony J. Gaeta, 56, has been our Chief Stores and Real Estate Officer since April 2023. Prior to that, Mr. Gaeta was our Chief Stores Officer from March 2022 until April 2023, our Senior Vice President of Store Sales and Operations from November 2017 until March 2022, our Vice President of Store Operations and Training from November 2013 until November 2017, and a Zone Vice President from April 2010 until November 2013. Mr. Gaeta was a regional manager for The Men’s Wearhouse, LLC from September 2007 until April 2010 and a regional vice president for After Hours Formalwear, Inc. from March 2006 until September 2007.
Stacey A. Jones, 55, has been our Chief Human Resources Officer since February 2021. Prior to that, Ms. Jones was our Vice President, Managing Director of Human Resources from May 2018 until February 2021 and our Vice President, Human Resources Operations from April 2013 to May 2018. Ms. Jones joined the Company in October 2001 and has held a variety of positions in both Retail Operations and Human Resources. Prior to joining the Company, she held leadership positions with Converse, Inc., Jet Apparel and T.A.C. Group, Inc.
Robert S. Molloy, 66, has been our General Counsel since February 2008 and Secretary of the Company since May 2014. From May 2018 until February 2021, Mr. Molloy also served as Chief Administrative Officer. Prior to joining the Company, Mr. Molloy served as the vice president, assistant general counsel at Staples, Inc. from May 1999 to February 2008. Prior to May 1999, Mr. Molloy was a trial attorney.
Allison Surette, 45, has been our Chief Merchandising Officer since March 2022. Prior to that, Ms. Surette was the Senior Vice President, General Merchandise Manager from May 2018 to March 2022 and Vice President, Merchandise Manager of Private Label, Active, Young Men’s and Outerwear from September 2016 to May 2018. Ms. Surette joined the Company in May 2006 as an Associate Planner and in June 2008, she transitioned into Merchandising as an Associate Buyer for Branded Collections. From October 2010 to January 2014, she served as a Buyer of Traditional Branded Collections and Buyer of Private Label Sportshirts and Outerwear. From January 2014 to September 2016, she was the Senior Buyer of Private Label Sportshirts and Outerwear. Prior to joining the Company, Ms. Surette was a planner for The TJX Companies, Inc. from June 2003 until May 2006.
Former Non-Director Executive Officers
James F. Reath, 54, served as the Company's Chief Marketing Officer from September 2022 until July 2025. Prior to joining the Company, he was the senior vice president of marketing at Bed Bath & Beyond Inc. from January 2021 until July 2022. Prior to that, Mr. Reath served as the senior vice president, marketing at Macy’s, Inc. from April 2017 to December 2020. From November 2013 through April 2017, he served as the executive vice president, head of retail at BBDO New York from January 2016. Mr. Reath was with McKinney from June 2010 until November 2013, where he served as the vice president and group account director until January 2012 when he was promoted to the executive vice president – director of retail and shopper marketing and became a partner of the firm and a member of the board of directors. He was also the chief marketing officer at Young & Rubicam from April 2008 until June 2010.
Rob Bogan, 58, served as the Company's Chief Technology Officer from November 2023 until April 2025. Prior to joining our Company, from August 2023 to November 2023, he was the chief information officer at the Cato Corporation, a specialty retailer of value-priced fashion apparel and accessories. Prior to that, Mr. Bogan was the chief technology officer at Mitchell Gold + Bob Williams, a furnishing company from September 2021 until August 2023. From May 2018 to August 2021, he served as the senior vice president of technology, chief information officer at California Closets, Inc. From September 2011 to May 2018, Mr. Bogan held numerous roles at Williams Sonoma, a specialty retailer for the home, and at the time he left, he was vice president of international systems and business intelligence reporting.
There are no family relationships between any of our directors and executive officers.
None of our directors or executive officers is subject to any legal proceedings required to be disclosed under Item 401(f) of Regulation S-K.
6
Delinquent Section 16(a) Reports
Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires our executive officers and directors, and persons who own more than 10% of a registered class of our equity securities (collectively, the “Reporting Persons”), to file reports of ownership and changes in ownership with the Securities and Exchange Commission (the “SEC”). The Reporting Persons are required to furnish us with copies of all Section 16(a) reports they file. Based solely upon a review of Forms 3, 4 and 5 and amendments thereto furnished to us by our officers and directors during fiscal 2025, we believe that the Reporting Persons complied with all applicable Section 16(a) reporting requirements and that all required reports were filed in a timely manner.
Code of Ethics
We have adopted a Code of Ethics for Directors, Officers and Financial Professionals (the “Code of Ethics”). The full text of the Code of Ethics can be found under “Corporate Governance – Charters & Policies” on the Investor Relations page of our corporate web site, which is at https://investor.dxl.com. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding any amendment to, or waiver from, a provision of our Code of Ethics by posting such information on our website. We also have a Code of Ethics for all of our associates. Annually, our directors and associates, including our officers, certify that they have read and are in compliance with our Code of Ethics.
Insider Trading Policies and Procedures
We have
Audit Committee
We have a separately designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The Audit Committee is currently comprised of Messrs. Conacher and Mesdag and Ms. Ross. Each of the members of the Audit Committee is independent, as independence for Audit Committee members is defined under the rules of Nasdaq. Messrs. Conacher and Mesdag each qualify as an audit committee financial expert under the rules of the SEC.
Director Nominations
No material changes have been made to the procedures by which security holders may recommend nominees to our Board from those that were described in our Definitive Proxy Statement for our 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) that was filed with the SEC on June 30, 2025.
7
Item 11. Executive Compensation
Compensation Discussion and Analysis
Executive Summary
This Compensation Discussion and Analysis (“CD&A”) describes our executive compensation philosophy, the guiding principles used by the Compensation Committee in making compensation decisions, and the compensation programs in place for fiscal 2025. It also discusses the compensation paid to our Named Executive Officers (“NEOs”) for fiscal 2025.
Our Named Executive Officers for fiscal 2025 were:
Fiscal 2025 Financial and Executive Compensation Highlights
Fiscal 2025 was a challenging year within the big + tall retail sector. Customer traffic was soft, consumer sentiment was cautious, and customers shopped less frequently often prioritizing essentials and lower price points which contributed to an 8.4% decline in comparable sales. Tariff‑related cost pressures, particularly in the second half of the year, further impacted merchandise margins. While management proactively reduced expenses, controlled inventory, and diversified sourcing, these actions were unable to fully offset the sector challenges. As a result, the Company reported a net loss of $(0.66) per diluted share, which included a $20.4 million non-cash charge to establish a full valuation allowance against net deferred tax assets, $4.2 million of transaction-related costs associated with the pending merger and impairment charges of $0.2 million. On an adjusted basis, excluding these items, the adjusted net loss (a non-GAAP measure) was $(0.21) per diluted share.
Despite these growth headwinds, the Company maintained a strong liquidity position, ended fiscal 2025 with $28.8 million in cash and investments, and continued to operate with no borrowings and full availability under its credit facility. At January 31, 2026, inventory levels were 2.6% lower than the prior year and availability under the credit facility was $55.1 million. The strength of the balance sheet gives us flexibility and resilience as management continues to navigate a challenging big + tall retail sector.
The Compensation Committee believes that executive compensation for fiscal 2025 appropriately reflected Company performance. Consistent with our pay-for-performance philosophy, the results reflected a decrease in performance-based compensation. As a result, both total compensation and realized pay for each NEO declined meaningfully from fiscal 2024 levels. The following table shows total compensation earned and total realized pay for each of the Named Executive Officers in fiscal 2025 as compared to fiscal 2024:
|
|
Total Compensation(1) |
|
|
Total Realized Pay (2) |
|
||||||||||||||||||
Named Executive Officer |
|
Fiscal 2025 |
|
|
Fiscal 2024 |
|
|
% Change |
|
|
Fiscal 2025 |
|
|
Fiscal 2024 |
|
|
% Change |
|
||||||
Harvey S. Kanter |
|
$ |
2,184,463 |
|
|
$ |
2,894,568 |
|
|
|
(24.5 |
)% |
|
$ |
2,235,845 |
|
|
$ |
2,302,870 |
|
|
|
(2.9 |
)% |
Peter H. Stratton, Jr. |
|
$ |
831,371 |
|
|
$ |
931,911 |
|
|
|
(10.8 |
)% |
|
$ |
841,649 |
|
|
$ |
781,920 |
|
|
|
7.6 |
% |
Anthony J. Gaeta |
|
$ |
656,168 |
|
|
$ |
779,463 |
|
|
|
(15.8 |
)% |
|
$ |
650,382 |
|
|
$ |
673,185 |
|
|
|
(3.4 |
)% |
Robert S. Molloy |
|
$ |
669,789 |
|
|
$ |
799,065 |
|
|
|
(16.2 |
)% |
|
$ |
677,371 |
|
|
$ |
757,831 |
|
|
|
(10.6 |
)% |
Allison Surette |
|
$ |
629,201 |
|
|
|
748,544 |
|
|
|
(15.9 |
)% |
|
$ |
625,994 |
|
|
$ |
649,018 |
|
|
|
(3.5 |
)% |
8
Executive Compensation Philosophy and Objectives
Our Compensation Committee is responsible for establishing, implementing and monitoring adherence to the Board’s compensation philosophy, which is to ensure that executive compensation is fair, reasonable, competitive and aligned with the interests of the Company’s stockholders.
The Compensation Committee believes that an effective executive compensation program will:
When reviewing compensation, the Compensation Committee emphasizes direct compensation, which consists of total cash compensation (base salary and annual performance-based cash incentive awards) plus long-term incentive awards. Every year, the Compensation Committee assesses the effectiveness of our compensation plans with the goal of strengthening our overall compensation program as appropriate, including by setting performance metrics to ensure that compensation is aligned with performance that drives stockholder value. We also compare our performance metrics to those used by our peers and take into consideration the recommendations of proxy advisory services.
Key Features of Our Executive Compensation Program
We believe that the Company’s executive compensation program includes key features that align the compensation for our executive officers with the interests of our stockholders.
What We Do |
What We Don’t Do |
Focus on performance-based pay |
No re-pricing of underwater options |
Balance short-term and long-term incentives |
No hedging or pledging of Company stock |
Use multiple targets for performance awards |
No tax gross-up on severance payments |
Provide executives with very limited perquisites |
No supplemental executive retirement plan |
Require “double-trigger” change-in-control provisions |
|
Maintain a “clawback” policy covering incentive cash and equity programs |
|
Seek to mitigate undue risk in compensation plans |
|
Utilize an independent compensation consultant |
|
Use of Compensation Consultants
The Compensation Committee has the authority to retain any compensation consultant, legal counsel and/or other adviser to assist in carrying out its duties, including the review of compensation of our Named Executive Officers. The Compensation Committee may accept, reject or modify any recommendations by compensation consultants or other outside advisors.
The Compensation Committee periodically consults with the Segal Group ("Segal"), an independent firm that specializes in benefits and compensation, with respect to the structure and competitiveness of the Company’s executive compensation program compared to its proxy peer group. The Compensation Committee has assessed Segal’s independence and has concluded that no conflict of interest exists with respect to the services that it performs.
The Compensation Committee most recently engaged Segal to review Mr. Kanter’s compensation in August 2023 in connection with the extension of his “initial term” under his employment agreement from April 1, 2025 to August 11, 2026. At that time, Segal reviewed Mr. Kanter’s base salary and total direct compensation as well as provided guidance on the terms, conditions and value of a performance award that served as a retention award to extend his employment to August 2026. Based on market insights from Segal, including information derived from published surveys on chief executive officer compensation in retail companies with annual revenues of $500 million to $1.0 billion and trends in chief executive officer compensation, there were no other changes to Mr. Kanter’s compensation.
Fiscal 2025 Target Compensation
Chief Executive Officer Compensation. The Compensation Committee is responsible for determining the target compensation of our Chief Executive Officer . As discussed above, the Compensation Committee, working with Segal, most recently reviewed Mr. Kanter’s
9
compensation in August 2023. With respect to setting 2025 target compensation, the Compensation Committee compared each element of the Chief Executive Officer’s direct compensation to published survey data and data from the Company’s peer group and concluded that no changes needed to be made to Mr. Kanter’s compensation. The Compensation Committee’s objective was that total target compensation should approximate the median target compensation of the Company’s peer group.
Other Named Executive Officers. Our Chief Executive Officer makes recommendations regarding the compensation paid to our other Named Executive Officers to the Compensation Committee for its review and approval. Our Named Executive Officers other than the Chief Executive Officer are provided with a competitive base salary and an opportunity to earn performance awards each year, which are driven by our overall financial targets, and an opportunity to participate in our equity incentive plans.
In 2022, Korn Ferry, an independent global organizational consulting firm, completed a comprehensive job evaluation of the Company’s corporate positions, from entry level through the Chief Executive Officer, and developed a career framework using its structured job leveling methodology based on the scope, complexity and responsibilities of each role. The Company uses this framework, together with market compensation data available through Korn Ferry Pay, as one input in evaluating the competitiveness and internal alignment of its compensation programs, including the annual compensation paid to the Company’s Named Executive Officers. The Compensation Committee has assessed Korn Ferry’s independence and determined that no conflicts of interest exist with respect to the services provided.
Our Peer Group
When determining peer companies for use in reviewing and establishing compensation for our Named Executive Officers, we focus primarily on public companies within the specialty retail apparel business with similar revenue and/or market capitalization. The Compensation Committee most recently engaged Korn Ferry to review the Company's peer group in fiscal 2024. The companies in the fiscal 2025 peer group were:
• |
Allbirds, Inc. |
• |
J.Jill, Inc. |
• |
Vera Bradley |
|
|
|
|
|
|
• |
Big 5 Sporting Goods |
• |
Movado Group |
• |
Vince Holding Corp. |
|
|
|
|
|
|
• |
Build-A-Bear Workshop, Inc. |
• |
Rocky Brands |
• |
Zumiez, Inc. |
|
|
|
|
|
|
• |
Cato Group |
• |
Shoe Carnival |
|
|
|
|
|
|
|
|
• |
Citi Trends |
• |
Tilly’s Inc. |
|
|
|
|
|
|
|
|
• |
Duluth Holding, Inc |
• |
The Brand House Collective, Inc. (formerly Kirkland's) |
|
|
|
|
|
|
|
|
In order to develop an appropriate peer group, we considered domestic, publicly-traded companies with a range of revenues and market capitalizations that may differ from those included by independent analysts, such as Institutional Shareholder Services. We do so because we believe that companies doing business in specialty retail markets with omni-channel distribution models provide a better benchmark for total shareholder return. An independent analyst may include a company that falls within the same Standard & Poor’s Global Industry Classification Standard (“GICS”) code with similar revenue and market capitalization, but with a different business model, business risks, geographic locations, customer base and industry traffic trends which, consequently, may have nothing in common with our Company. For example, a company that owns automotive dealerships is within the same GICS code as our Company but clearly has a distinctly different business model and is not affected by the same trends that affect specialty apparel retail. At the time that the fiscal 2025 peers were approved, we fell just below the median for revenues and slightly above the median for market capitalization.
Say-on-Pay
At our 2023 annual meeting of stockholders, stockholders voted on a non-binding advisory proposal as to the frequency with which we should conduct an advisory vote on executive compensation (a “say-on-pay” proposal). At that meeting, and in accordance with the recommendation of our Board, 97.2% of votes cast voted for the “one-year” frequency for advisory votes on executive compensation. Therefore, we intend to hold an advisory “say-on-pay” vote every year until the next “say-on-pay” frequency vote by our stockholders, which will be at our 2029 annual meeting of stockholders.
At our 2025 annual meeting of stockholders, stockholders voted on a non-binding advisory vote on executive compensation as disclosed in the 2025 Proxy Statement. Of the votes cast at the 2025 Annual Meeting on the “say-on-pay” proposal, 87.7% voted in favor of the proposal. The Compensation Committee considered the results of the 2025 advisory vote and believes that it affirms our stockholders' support for our approach to executive compensation, namely, to align short-term and long-term incentives with the Company’s financial performance. We will continue to consider the outcome of subsequent say-on-pay votes when making future compensation decisions for our executive officers.
10
Risk Assessment
We believe that our compensation programs do not provide incentives for unnecessary risk-taking by our employees. Our emphasis on performance-based annual and long-term incentive awards is designed to align executives with preserving and enhancing stockholder value. In addition, we use multiple objectives for our annual incentive plan (“AIP”), which limits the potential benefit from any single event of excessive risk-taking, and a cap on total payouts, as well as management processes for establishing key performance targets and monitoring our metrics. In addition, we have clawback policies in place relating to recoupment of compensation in the event of accounting restatements and misconduct of our executives, as described below under “Clawback Policies.” Based on these considerations, among others, we do not believe that our compensation policies and practices create risks that are likely to have a material adverse effect on our Company.
Compensation Components and Fiscal 2025 Compensation Decisions
We believe that our executive compensation policies and practices appropriately align the interests of our executives with those of our stockholders and emphasize the shared responsibility of our executive officers for the Company’s financial performance. Accordingly, the compensation of our Named Executive Officers is heavily weighted toward “at-risk” performance-based compensation.
The primary components of compensation for our Named Executive Officers in 2025 included base salary (“fixed compensation”), annual performance-based cash incentives under our AIP and long-term cash and/or equity incentives under our Long-Term Incentive Plan (“LTIP”). The annual weight of each component leads to the following allocation of potential compensation that each executive can earn:
The components of executive compensation are as follows:
Base salary represents the fixed component of an executive’s annual compensation. In order to attract and retain top executive talent, we believe that it is important that our base salary be competitive, generally at or near the median of our industry peers.
Base salaries are reviewed annually, and adjustments are influenced by the Company’s performance in the previous fiscal year and the executive’s contribution to that performance. The executive’s performance is measured by various factors, including, but not limited to, achievement of specific individual and department goals. Additionally, adjustments may be considered with respect to an individual’s promotion that may occur during the fiscal year and any modifications in the individual’s level of responsibility.
The Compensation Committee expects the Chief Executive Officer’s base salary to be at or near the peer group median and to approximate 25%-33% of his target direct compensation. The base salary of our other Named Executive Officers is recommended by our Chief Executive Officer to the Compensation Committee for its review and approval and targets the median of the peer group and published industry compensation surveys.
In April 2025, the Company and Mr. Stratton entered into a temporary addendum to his employment agreement in connection with his assumption of additional responsibilities overseeing the Company’s information and technology function following the departure of the Chief Information Officer. As compensation for these additional duties, Mr. Stratton is receiving a temporary bi‑weekly salary increase of $2,500. The addendum will remain in effect until a new chief information officer is appointed or the Company terminates the addendum.
The Compensation Committee believes that a substantial portion of each Named Executive Officer’s compensation should tie directly to our Company’s financial performance. The Company’s AIP is an annual performance-based incentive plan that provides a cash award to participants based on achievement of specified corporate, departmental and individual targets.
11
2025 AIP Awards
On March 28, 2025, the Compensation Committee established the financial, operating and performance metrics for the 2025 AIP. Traditionally, the metrics for the AIP have been focused on the financial and operating performance of the Company in relation to our Board-approved budget. However, given the ongoing economic headwinds that have negatively impacted consumer discretionary spending, particularly in the big + tall sector and in an effort to keep employees engaged and motivated to achieve our strategic objectives should the macroeconomic situation not begin to improve in 2025, the Compensation Committee once again added a second tier to the 2025 AIP program that was a relative measure, comparing the Company’s financial performance in fiscal 2025 against the financial performance of its 2025 peer group, as listed above under “Our Peer Group.”
Under this two-tier structure, the payout related to corporate or departmental targets accounted for 80% of the potential award and was determined based on the higher achievement of either TIER I (based on the Company’s approved financial plan) or TIER II (based on the relative financial performance of the Company to its 2025 peers).
TIER I Company performance metrics consisted of corporate targets for Sales and Adjusted EBITDA and departmental targets, if applicable, for Store Operations, Marketing & Digital, and Merchandise/Planning and Allocation. Under TIER I, the Company’s financial performance metrics accounted for 80% of the potential award for Messrs. Kanter, Stratton and Molloy and 40% of the potential award for Mr. Gaeta and Ms. Surette. Mr. Gaeta’s performance metrics included specific store operation targets, and Ms. Surette's performance metrics included specific merchandising, planning and allocation targets, which accounted for 40% of their respective potential awards. The performance metrics were derived from the Company’s annual operating plan for fiscal 2025. The Compensation Committee believed that sales and adjusted EBITDA continued to be the two most significant financial metrics for the 2025 AIP.
TIER II Company performance metrics consisted of corporate targets for Comparable Sales and Adjusted EBITDA Margin, each accounting for 40% of the potential award for each participant. Our Comparable Sales and Adjusted EBITDA Margin results for fiscal 2025 were compared to our 2025 peer group on a quartile ranking. For each metric, if the Company ranked in (i) the top quartile, the payout would be 100%; (ii) the second quartile, the payout would be 75%; and (iii) the third quartile, the payout would be 50%. No payout would be earned if the Company finished in the fourth quartile.
Individual performance metrics consisted of discretionary personal goals that accounted for the remaining 20% of the potential award for each of the Named Executive Officers under either TIER I or TIER II. See footnote 6 to the table below for a discussion of these individual targets.
For fiscal 2025, Mr. Kanter’s target participation in the AIP was at 100% of his earned salary with the potential to earn up to 200% of the TIER I corporate targets and 100% of the TIER II corporate targets, Mr. Stratton’s target participation was 60% of his earned salary with the potential to earn up to 150% of the TIER I corporate targets and 100% of the TIER II corporate targets, and the target participation for Messrs. Gaeta and Molloy and Ms. Surette was 50% of their respective earned salaries with the potential to earn up to 150% of the TIER I corporate and departmental targets and 100% of the TIER II corporate targets.
The 2025 AIP metrics were intended to be achievable, with an approximate 50% probability of achievement. The 2025 AIP performance metrics and actual results against these metrics were as follows:
12
|
|
Metric |
|
Award % |
|
Award % Weight for Metric for Mr. Gaeta |
Award % Weight for Metric for Ms. Surette |
Minimum/Maximum Potential Payout |
|
2025 Target |
2025 Actual |
Payout % Earned |
TIER I - Company's Financial Performance (1) |
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate - Target 1 |
|
Sales |
|
40.0% |
|
20.0% |
20.0% |
100% payout at target, with 50% payout at 97.2% of target and 150% payout at 101.8% of target, with the exception of Mr. Kanter who is eligible for a maximum payout of 200% at 101.8% of target.
|
|
$485.2 million |
$437.0 million |
0.0% |
Corporate - Target 2 |
|
Adjusted EBITDA Margin (2) |
|
40.0% |
|
20.0% |
20.0% |
100% payout at target, with 50% payout at 86.5% of target and 150% payout at 108.1% of target, with the exception of Mr. Kanter who is eligible for a maximum payout of 200% at 108.1% of target.
|
|
4.3% |
0.4%
|
0.0% |
Departmental Goals, if applicable |
|
Store Operations |
|
- |
|
40.0% |
- |
Includes payroll as a percentage of sales target, store net promoter score target and store conversion target. |
|
(3) |
(3) |
(3) |
|
|
Merchandise, Planning and Allocation |
|
- |
|
- |
40.0% |
Includes sales by category, gross margin by category, inventory turn and store conversion target. |
|
(3) |
(3) |
(3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
TIER II - Company’s Financial Performance Measured Against the Company's 2025 Peers (1) |
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate - Target 1 |
|
Comparable Sales (4)
|
|
40.0% |
|
40.0% |
40.0% |
Top Quartile 100%; 2nd Quartile 75%; 3rd Quartile 50%; 4th Quartile no payout. |
|
Top Quartile |
4th Quartile |
0.0% |
Corporate - Target 2 |
|
Adjusted EBITDA Margin (5)
|
|
40.0% |
|
40.0% |
40.0% |
Top Quartile 100%; 2nd Quartile 75%; 3rd Quartile 50%; 4th Quartile no payout. |
|
Top Quartile |
3rd Quartile |
20.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
INDIVIDUAL PERFORMANCE (6) |
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Individual Targets |
|
Discretionary- Personal Goals |
|
20.0% |
|
20.0% |
20.0% |
Discretionary, at target, based upon individual performance, as evaluated by the Chief Executive Officer (except with respect to the Chief Executive Officer, whose individual performance was evaluated by the Compensation Committee). Participants were eligible to receive a discretionary award up to 30%, with the exception of Mr. Kanter who was eligible to receive a discretionary award up to 40%. |
|
20% |
Varied by NEO |
20.0% to 30.0%
|
13
As a result of achieving the performance metric for Adjusted EBITDA margin at threshold, together with each NEO's individual performance target, in March 2026, the Compensation Committee approved cash bonus payouts to our NEOs as follows:
Named Executive Officer |
|
Payout at |
|
|
Total |
|
|
Total Cash Payout |
|
|||
Harvey S. Kanter |
|
$ |
850,000 |
|
|
|
50 |
% |
|
$ |
425,000 |
|
Peter H. Stratton, Jr. |
|
$ |
283,776 |
|
|
|
50 |
% |
|
$ |
141,888 |
|
Anthony J. Gaeta |
|
$ |
206,000 |
|
|
|
40 |
% |
|
$ |
82,400 |
|
Robert S. Molloy |
|
$ |
198,790 |
|
|
|
50 |
% |
|
$ |
99,395 |
|
Allison Surette |
|
$ |
193,125 |
|
|
|
40 |
% |
|
$ |
77,250 |
|
2026 AIP
On March 16, 2026, the Compensation Committee established the financial, operating and performance metrics for the 2026 AIP. Over the past two years, our financial performance has been directly impacted by the continued uncertainty surrounding the U.S. economy and reduced consumer discretionary spending, particularly within the big + tall sector. The financial plan and the established metrics for fiscal 2026 reflect the current environment. Unlike the 2025 AIP, the threshold, or 50% potential payout, is based on achievement of the 2026 financial plan. Accordingly, in order to achieve 100% payout at target or 150% payout (200% for Mr. Kanter) at maximum, actual performance must exceed the 2026 financial plan. The Compensation Committee also eliminated the Tier II metric which measured the Company’s performance against its peers.
The Company performance metrics are structured in the same manner as the Tier I of the 2025 AIP and consist of corporate targets for Sales and Adjusted EBITDA with departmental targets for Store Operations, Marketing & Digital, and Merchandise/Planning and Allocation. The Company’s financial performance metrics account for 80% of the potential award for Messrs. Kanter, Stratton and Molloy and 40% of the potential award for Mr. Gaeta and Ms. Surette. Mr. Gaeta’s performance metrics include specific store operations and FiTMAP targets, and Ms. Surette's performance metrics include specific merchandise, planning and allocation and account for 40% of their respective targets.
Individual performance targets consisting of discretionary personal goals account for the remaining 20% of the potential award for each of the Named Executive Officers. Mr. Kanter has the potential to earn up to 200% of his individual target, and Messrs. Stratton, Gaeta and Molloy and Ms. Surette have the potential to earn up to 150% of their individual targets.
The 2026 AIP performance metrics approved by the Compensation Committee are as follows:
14
|
|
Metric |
|
Award % Ms. Surette |
|
Award % Attributable to Metric for Mr. Gaeta |
Award % Attributable to Metric for Ms. Surette |
Minimum/Maximum Potential Payout |
|
Company's Financial Performance |
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
Corporate - Target 1 |
|
Sales |
|
40.0% |
|
20.0% |
20.0% |
Threshold: 50% payout if the financial plan achieved.
Target: 100% payout at 103.4% of the financial plan.
Maximum: 150% payout at 106.8% of the financial plan, with the exception of Mr. Kanter who is eligible for a maximum payout of 200%, if achieved.
|
|
Corporate - Target 2 |
|
Adjusted EBITDA ($) |
|
40.0% |
|
20.0% |
20.0% |
Threshold: 50% payout if financial plan achieved.
Target: 100% payout if Adjusted EBITDA exceeds financial plan by $4.1 million.
Maximum: 150% payout if Adjusted EBITDA exceeds financial plan by $8.2 million, with the exception of Mr. Kanter who is eligible for a maximum payout of 200% if achieved.
|
|
Departmental Goals, if applicable |
|
Store Operations |
|
- |
|
30.0% |
- |
Includes payroll as a percentage of sales target, net promoter score target and store conversion target
|
|
|
|
Merchandising, Planning and Allocation
|
|
- |
|
- |
40.0% |
Includes targets for sales by category, gross margin rate by category, inventory turn and store conversion rate. |
|
|
|
FiTMAP |
|
- |
|
10.0% |
- |
Includes scan penetration and store comp sales lift.
|
|
|
|
|
|
|
|
|
|
Departmental goals payouts range from 50% (which is based off of the financial plan) to 150%, dependent upon achievement of the various targets.
|
|
Individual Targets |
|
Discretionary- Personal Goals |
|
20.0% |
|
20.0% |
20.0% |
Discretionary, at target, based upon individual performance, as evaluated by the Chief Executive Officer (except with respect to the Chief Executive Officer, whose individual performance will be evaluated by the Compensation Committee). Participants are eligible to receive a discretionary award up to 30%, with the exception of Mr. Kanter who is eligible to receive a discretionary award up to 40%. |
|
|
|
|
|
|
|
|
|
|
|
The above targets were derived from the Company’s annual operating plan and budget for the 2026 fiscal year. If the 2026 operating plan and budget is achieved, the payout would be 50% of target. In order for a participant to receive 100% of target or more, the Company must exceed its financial plan for fiscal 2026. The metrics at threshold are intended to be achievable, with an approximate 50% probability of achievement. The likelihood of achieving a payout equal to or greater than 100% reflects the challenges given the continuing uncertainty with respect to the economy, higher costs, and consumer discretionary spending.
For fiscal 2026, Mr. Kanter will continue to participate at 100% of his salary, Mr. Stratton will continue to participate at 60% of his salary, and Messrs. Gaeta and Molloy and Ms. Surette will continue to participate at 50% of their respective salaries.
15
The Company’s LTIPs are designed to ensure that the interests of our executives are aligned with those of our stockholders to create sustainable shareholder value and to promote executive retention. Awards under each LTIP consist of a combination of time-based and performance-based awards for which payouts may consist of cash or equity or a combination of both. The performance-based portion of each LTIP is based on financial metric(s) measured over a three-year performance cycle. All equity awards granted under each LTIP are issued from the Company’s stockholder-approved 2016 Incentive Compensation Plan, as amended (the “2016 Plan”). Participants in the LTIPs are eligible to receive awards based on their “Target Cash Value,” which is defined as the participant’s annual base salary multiplied by his or her LTIP percentage. Under each LTIP, 50% of each participant’s Target Cash Value is subject to time-based vesting and 50% is subject to performance-based vesting.
Effective beginning with the 2022-2024 LTIP, the LTIPs include a “Structured Retirement” provision, which provides an opportunity for greater vesting upon retirement where the participant assists the Company in ensuring the succession of the participant’s position within the Company prior to the participant’s retirement. In order to be eligible to participate in a Structured Retirement, (i) the participant must terminate employment after meeting the age and service requirements set forth in the LTIP, (ii) the Compensation Committee must confirm through proper corporate action that the participant has met all of the succession planning objectives set by the Compensation Committee for the participant, (iii) the participant must continue to work until the date required by the Compensation Committee (which may not be more than 60 days after the Compensation Committee confirms that the objectives have been met), and (iv) the participant must execute a release of claims in favor of the Company. The final determination as to whether the requirements of a Structured Retirement have been met is in the sole discretion of the Compensation Committee.
2023-2025 LTIP
The performance period for the Company’s 2023-2025 LTIP ended on January 31, 2026. The time-based awards under the 2023-2025 LTIP were granted in a combination of 50% Restricted Stock Units ("RSUs") and 50% cash that vests over four years, with the last tranche vesting on April 1, 2027.
The performance target, which was established by the Compensation Committee on May 1, 2023, was a three-year relative total shareholder return (“TSR”) as compared to the Company’s 2023 peer group. Based on the Company’s 3-year relative TSR, as compared to the 3-year relative TSR of its 2023 peer group, the Company fell within the fourth quartile and, as a result, no performance award was earned for the 2023-2025 LTIP.
2023-2025 Performance-Based Component
Metric |
|
Potential Payout |
|
Target |
|
Actual |
|
Payout % |
|
|
3 year relative TSR as compared to 2023 disclosed proxy peers (1) |
|
100% payout at target (2nd quartile), with 50% payout (3rd quartile) and 150% payout (1st quartile). No payout in the 4th quartile. |
|
2nd quartile |
|
4th quartile |
|
|
0 |
% |
(1) For the Company and each of its 2023 disclosed proxy peers, the three-year relative TSR was calculated as the percentage change in the 30-day trailing volume-weighted average closing stock price at January 27, 2023 and January 30, 2026, adjusted for any dividends paid.
2024-2026 LTIP and 2025-2027 LTIP
The following is a summary of the 2024-2026 LTIP and 2025-2027 LTIP in effect, but not completed, as of January 31, 2026:
16
Summary of LTIPs |
|
2024-2026 |
|
2025-2027 |
||
Effective date |
|
April 1, 2024 |
|
April 1, 2025 |
||
Performance period |
|
3 years |
|
3 years |
||
End of Performance Period |
|
January 30, 2027 |
|
January 29, 2028 |
||
Target cash value |
|
Annual Salary * Participation Rate |
|
Annual Salary * Participation Rate |
||
|
|
Time-Based |
Performance-Based |
|
Time-Based |
Performance-Based |
Allocation of Target Cash Value |
|
50% |
50% |
|
50% |
50% |
Award type |
|
at effective date: |
RSUs, Cash or a combination thereof, when earned |
|
at effective date: |
RSUs, Cash or a combination thereof, when earned |
Vesting period |
|
25% April 1, 2025 |
any award earned subject to additional vesting through August 31, 2027 |
|
25% April 1, 2026 |
any award earned subject to additional vesting through August 31, 2028 |
|
|
|
|
|
|
|
Performance Targets (1): |
|
Target: |
Min/Max Payout: |
|
Target: |
Min/Max Payout: |
|
|
3-year relative TSR as compared to 2024 disclosed proxy peers (2) |
100% payout at target (2nd quartile), with 50% payout (3rd quartile) and 150% payout (1st quartile). No payout in the 4th quartile. |
|
3-year relative TSR as compared to 2025 disclosed proxy peers (3) |
100% payout at target (2nd quartile), with 50% payout (3rd quartile) and 150% payout (1st quartile). No payout in the 4th quartile. |
At the time of establishing the performance targets, the Compensation Committee believed that the single performance metric of a Three-Year Relative Total Shareholder Return reflected the Company’s primary objective of earnings growth and driving shareholder return.
The following table illustrates the components of the LTIPs with the respective vesting dates, illustrating that the time-based portion of the LTIP acts as a retention tool:
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
% of |
|
Vesting of Awards by Fiscal Year: |
|
|||||||||||||
Approval date |
|
Performance Period |
|
total award |
|
2025 |
|
2026 |
|
2027 |
|
2028 |
|
2029 |
|
|||||
April 1, 2024 |
|
2024-2026 LTIP |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
Time-Based Awards, vest April 1 (1), subject to forfeiture |
|
50% |
|
25% |
|
25% |
|
25% |
|
25% |
|
|
— |
|
||||
|
|
Performance-Based Awards- vest August 31, if achieved |
|
50% |
|
|
— |
|
|
— |
|
100% |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
April 1, 2025 |
|
2025-2027 LTIP |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
Time-Based Awards, vest April 1 (1), subject to forfeiture |
|
50% |
|
|
— |
|
25% |
|
25% |
|
25% |
|
25% |
|
||||
|
|
Performance-Based Awards- vest August 31, if achieved |
|
50% |
|
|
— |
|
|
— |
|
|
— |
|
100% |
|
|
— |
|
|
2026-2028 LTIP
The Company has not yet established a long-term incentive plan for fiscal 2026. Pursuant to the terms of the plan, the Company has until November 2, 2026 to approve and establish a performance target or targets for the 2026-2028 performance period.
No discretionary cash or equity awards were granted to our Named Executive Officers in fiscal 2025.
We offer our senior executives, including our Named Executive Officers, supplemental disability insurance and long-term care and pay a portion of the premiums, which we do not pay for our other employees.
Our Named Executive Officers also receive benefits under certain group health, long-term disability and life insurance plans that are generally available to all of our eligible employees.
17
After six months of service with us, all of our employees, including our Named Executive Officers, are eligible to participate in a 401(k) savings plan and, after one year of employment with us, are eligible for a Company match. Under the 401(k) savings plan, the Company offers a qualified automatic contribution arrangement (“QACA”), with the Company matching 100% of the first 1% of deferred compensation and 50% of the next 5% (with a maximum contribution of 3.5% of eligible compensation).
We have employment agreements with our Chief Executive Officer and all of our other Named Executive Officers. Upon termination of employment, each executive is entitled to receive severance payments under his or her employment agreement and under the Company’s incentive programs in the event of a termination without justifiable cause. These employment agreements and incentive programs, as they relate to terminations, are discussed in detail below in the section “Employment Agreements” following the “Summary Compensation Table.” Our employment agreements do not contain any tax gross-ups pursuant to Section 280(g) of the Internal Revenue Code.
18
COMPENSATION COMMITTEE REPORT
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on this review and discussion, recommended to the Board that the Compensation Discussion and Analysis be included in this Form 10-K/A.
The Compensation Committee
|
Willem Mesdag, Chair |
Jack Boyle |
Lionel F. Conacher |
|
|
|
|
19
Summary Compensation Table. The following Summary Compensation Table sets forth certain information regarding compensation paid or accrued by us with respect to our Named Executive Officers for fiscal 2025.
SUMMARY COMPENSATION TABLE
Name and Principal Position |
|
Year |
|
Salary ($) |
|
|
Bonus ($) |
|
|
Stock |
|
|
Option |
|
|
Non-Equity |
|
|
All Other |
|
|
Total ($) |
|
|||||||
Harvey S. Kanter |
|
2025 |
|
$ |
850,000 |
|
|
|
— |
|
|
$ |
361,250 |
|
|
|
— |
|
|
$ |
813,078 |
|
|
$ |
160,135 |
|
|
$ |
2,184,463 |
|
President and Chief Executive |
|
2024 |
|
$ |
850,000 |
|
|
|
— |
|
|
$ |
722,498 |
|
|
|
— |
|
|
$ |
1,162,110 |
|
|
$ |
159,960 |
|
|
$ |
2,894,568 |
|
Officer |
|
2023 |
|
$ |
866,346 |
|
|
|
— |
|
|
$ |
2,765,938 |
|
|
|
— |
|
|
$ |
2,167,112 |
|
|
$ |
159,627 |
|
|
$ |
5,959,023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Peter H. Stratton, Jr. |
|
2025 |
|
$ |
472,960 |
|
|
|
— |
|
|
$ |
94,322 |
|
|
|
— |
|
|
$ |
236,491 |
|
|
$ |
27,598 |
|
|
$ |
831,371 |
|
Executive Vice President, Chief |
|
2024 |
|
$ |
415,923 |
|
|
|
— |
|
|
$ |
183,147 |
|
|
|
— |
|
|
$ |
305,343 |
|
|
$ |
27,498 |
|
|
$ |
931,911 |
|
Financial Officer and Treasurer |
|
2023 |
|
$ |
414,827 |
|
|
|
— |
|
|
$ |
91,571 |
|
|
|
— |
|
|
$ |
514,760 |
|
|
$ |
27,122 |
|
|
$ |
1,048,280 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Anthony J. Gaeta |
|
2025 |
|
$ |
412,000 |
|
|
|
— |
|
|
$ |
72,099 |
|
|
|
— |
|
|
$ |
147,696 |
|
|
$ |
24,373 |
|
|
$ |
656,168 |
|
Chief Stores and Real Estate |
|
2024 |
|
$ |
408,769 |
|
|
|
— |
|
|
$ |
126,874 |
|
|
|
— |
|
|
$ |
219,772 |
|
|
$ |
24,048 |
|
|
$ |
779,463 |
|
Officer |
|
2023 |
|
$ |
391,827 |
|
|
|
— |
|
|
$ |
56,872 |
|
|
|
— |
|
|
$ |
400,383 |
|
|
$ |
23,678 |
|
|
$ |
872,760 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Robert S. Molloy |
|
2025 |
|
$ |
397,580 |
|
|
|
— |
|
|
$ |
69,576 |
|
|
|
— |
|
|
$ |
174,667 |
|
|
$ |
27,966 |
|
|
$ |
669,789 |
|
General Counsel and Secretary |
|
2024 |
|
$ |
394,462 |
|
|
|
— |
|
|
$ |
135,099 |
|
|
|
— |
|
|
$ |
240,958 |
|
|
$ |
28,546 |
|
|
$ |
799,065 |
|
|
|
2023 |
|
$ |
393,423 |
|
|
|
— |
|
|
$ |
67,549 |
|
|
|
— |
|
|
$ |
458,060 |
|
|
$ |
29,302 |
|
|
$ |
948,334 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Allison Surette |
|
2025 |
|
$ |
386,250 |
|
|
|
— |
|
|
$ |
67,593 |
|
|
|
— |
|
|
$ |
141,409 |
|
|
$ |
33,949 |
|
|
$ |
629,201 |
|
Chief Merchandising Officer |
|
2024 |
|
$ |
383,221 |
|
|
|
— |
|
|
$ |
120,572 |
|
|
|
— |
|
|
$ |
210,977 |
|
|
$ |
33,774 |
|
|
$ |
748,544 |
|
|
|
2023 |
|
$ |
376,577 |
|
|
|
— |
|
|
$ |
61,249 |
|
|
|
— |
|
|
$ |
376,464 |
|
|
$ |
33,336 |
|
|
$ |
847,626 |
|
The fair value associated with the performance-based component of the equity awards under the 2025-2027 LTIP was determined based on the probable outcome of the performance conditions as of the service-inception date. Because the achievement of the performance targets under the 2025-2027 LTIP was not deemed probable as of the service-inception date, no value was attributed to the performance-based portion of these awards. In addition, performance-based compensation is a liability-based award until earned, at which time it can be settled in a combination of cash and/or equity. The following table reflects the fair value of the performance-based equity portion of the 2025-2027 LTIP assuming that 50% of the award is settled in equity and that the payout achieved is the highest level of performance for each of the Named Executive Officers:
Harvey S. Kanter |
|
$ |
541,875 |
|
Peter H. Stratton, Jr. |
|
$ |
141,483 |
|
Anthony J. Gaeta |
|
$ |
108,150 |
|
Robert S. Molloy |
|
$ |
104,365 |
|
Allison Surette |
|
$ |
101,391 |
|
20
2025 Non-Equity (Cash) Incentive Plan Compensation. The following table provides a breakdown of the amounts for fiscal 2025 in the “2025 Non-Equity (Cash) Incentive Plan Compensation” column of the Summary Compensation Table above:
Name |
|
Annual Incentive |
|
|
2021-2023 LTIP |
|
|
2022-2024 LTIP |
|
|
2023-2025 LTIP |
|
|
2024-2026 LTIP |
|
|
Total Non- |
|
||||||
Harvey S. Kanter |
|
$ |
425,000 |
|
|
$ |
117,140 |
|
|
$ |
90,313 |
|
|
$ |
90,312 |
|
|
$ |
90,313 |
|
|
$ |
813,078 |
|
Peter H. Stratton, Jr. |
|
$ |
141,888 |
|
|
$ |
25,922 |
|
|
$ |
22,893 |
|
|
$ |
22,894 |
|
|
$ |
22,894 |
|
|
$ |
236,491 |
|
Anthony J. Gaeta |
|
$ |
82,400 |
|
|
$ |
19,359 |
|
|
$ |
14,218 |
|
|
$ |
14,219 |
|
|
$ |
17,500 |
|
|
$ |
147,696 |
|
Robert S. Molloy |
|
$ |
99,395 |
|
|
$ |
24,609 |
|
|
$ |
16,888 |
|
|
$ |
16,887 |
|
|
$ |
16,888 |
|
|
$ |
174,667 |
|
Allison Surette |
|
$ |
77,250 |
|
|
$ |
18,703 |
|
|
$ |
13,738 |
|
|
$ |
15,312 |
|
|
$ |
16,406 |
|
|
$ |
141,409 |
|
All Other Compensation. The following table provides a breakdown of the amounts for fiscal 2025 in the “All Other Compensation” of the Summary Compensation Table above:
Name |
|
Auto |
|
|
401(k) |
|
|
Long-Term |
|
|
Supplemental |
|
|
Travel Allowance |
|
|
Other |
|
|
Total |
|
|||||||
Harvey S. Kanter |
|
$ |
10,000 |
|
|
$ |
12,250 |
|
|
$ |
12,876 |
|
|
$ |
5,009 |
|
|
$ |
120,000 |
|
|
$ |
— |
|
|
$ |
160,135 |
|
Peter H. Stratton, Jr. |
|
$ |
8,400 |
|
|
$ |
12,250 |
|
|
$ |
3,885 |
|
|
$ |
3,063 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
27,598 |
|
Anthony J. Gaeta |
|
$ |
8,400 |
|
|
$ |
12,250 |
|
|
$ |
— |
|
|
$ |
3,573 |
|
|
$ |
— |
|
|
$ |
150 |
|
|
$ |
24,373 |
|
Robert S. Molloy |
|
$ |
8,400 |
|
|
$ |
12,250 |
|
|
$ |
4,818 |
|
|
$ |
2,498 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
27,966 |
|
Allison Surette |
|
$ |
8,400 |
|
|
$ |
12,250 |
|
|
$ |
10,465 |
|
|
$ |
2,834 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
33,949 |
|
Chief Executive Officer Pay Ratio
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), the Company is providing the following information about the relationship between the annual total compensation of the Company’s employees and the annual total compensation of the Company’s Chief Executive Officer. Our Chief Executive Officer-to-employee pay ratio has been calculated in accordance with Item 402(u) of Regulation S-K under the Exchange Act.
Under Instruction 2 to Item 402(u), the median-paid employee may be identified once every three years if there is no impact to the pay ratio disclosure. We last identified our median employee on December 31, 2023. There has been no change in our employee population or employee compensation arrangements since that time that we believe would significantly impact the pay ratio disclosure for 2025 and require the identification of a new median employee.
The total annual compensation for our Chief Executive Officer, Mr. Kanter, for fiscal 2025, as shown in the “Summary Compensation Table,” was $2,184,463. The total annual compensation for our median employee, who is a full-time 40-hour employee, was $52,179 calculated using the same methodology as used in the “Summary Compensation Table.” Based on this information, for fiscal 2025, the ratio of the annual total compensation of Mr. Kanter, our Chief Executive Officer, to the median of the annual total compensation of all employees was 42 to 1. The methodology used to identify the median employee in 2023 was to evaluate all employees, other than our Chief Executive Officer, employed by the Company as of December 31, 2023, and performed the following:
21
PAY VERSUS PERFORMANCE
Pay Versus Performance Table
In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Act, below is the disclosure regarding executive compensation for
For more information concerning our philosophy of how we align compensation for our NEOs to certain performance metrics, refer to the “Compensation Discussion and Analysis” above.
|
|
|
|
|
|
|
|
|
Value of Initial Fixed $100 Investment Based on: |
|
|
|
|
|
||||||||||
Year |
Summary Compensation Table |
|
Compensation Actually Paid |
|
Average Summary Compensation Table Total for Non-PEO NEOs ($)(2) |
|
Average Compensation Actually Paid to Non-PEO NEOs ($)(3) |
|
Total Shareholder Return |
|
Peer Group Total Shareholder Return |
|
Net Income (Loss) |
|
Adjusted EBITDA |
|
||||||||
(a) |
(b) |
|
(c) |
|
(d) |
|
(e) |
|
(f) |
|
(g) |
|
(h) |
|
(i) |
|
||||||||
2025 |
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
( |
) |
$ |
|
|||||||
2024 |
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||
2023 |
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||
2022 |
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||
2021 |
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||
22
Fiscal Year: |
2021 |
|
2022 |
|
2023 |
|
2024 |
|
2025 |
|
|||||
Summary Compensation Table ("SCT") Total for PEO (column (b)) |
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||
Deduct - SCT "Stock Award" value |
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
Deduct - SCT "Option Award" value |
|
( |
) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Add or Deduct - year-over-year change in fair value of equity awards granted in prior year that vested in current year |
|
|
|
|
|
( |
) |
|
( |
) |
|
( |
) |
||
Add or Deduct - year-over-year change in fair value of equity awards granted in prior year that are outstanding and unvested as of the current year-end |
|
|
|
|
|
( |
) |
|
( |
) |
|
( |
) |
||
Add - year-end fair value of equity awards granted in the current year that are outstanding and unvested as of the current year-end |
|
|
|
|
|
|
|
|
|
|
|||||
Add or Deduct - vesting date fair value of equity awards granted and vested in current year |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Deduct - fair value as of prior year end of equity awards granted in prior years that failed to vest in the current year |
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
— |
|
Compensation Actually Paid to PEO (column (c)) |
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||
Fiscal Year: |
2021 |
|
2022 |
|
2023 |
|
2024 |
|
2025 |
|
|||||
Average Summary Compensation Table Total for Non-PEO NEOs (column (d)) |
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||
Deduct - SCT "Stock Award" value |
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
Deduct - SCT "Option Award" value |
|
( |
) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Add or Deduct - year-over-year change in fair value of equity awards granted in prior year that vested in current year |
|
|
|
|
|
( |
) |
|
( |
) |
|
( |
) |
||
Add or Deduct - year-over-year change in fair value of equity awards granted in prior year that are outstanding and unvested as of the current year-end |
|
|
|
|
|
( |
) |
|
( |
) |
|
( |
) |
||
Add - year-end fair value of equity awards granted in the current year that are outstanding and unvested as of the current year-end |
|
|
|
|
|
|
|
|
|
|
|||||
Add or Deduct - vesting date fair value of equity awards granted and vested in current year |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Deduct - fair value as of prior year end of equity awards granted in prior years that failed to vest in the current year |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Average Compensation Actually Paid to Non-PEO NEOs (column (e)) |
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||
23
Pay Versus Performance Relationships Descriptions
The following charts depict the relationships between Compensation Actually Paid ("CAP") for our PEO and non-PEO NEOs and the financial metrics included in the table above.
Description of Relationship Between PEO and Non-PEO Compensation Actually Paid and Company's TSR
The following chart sets forth the relationship between CAP to our PEO, the average of CAP to our Non-PEO NEOs, and the Company’s cumulative TSR over the five most recently completed fiscal years.
Description of Relationship Between the Company TSR and Peer Group Cumulative TSR
The following chart shows the cumulative TSR of the Company, assuming an initial fixed $100 investment and computed in accordance with the requirements of Item 402(v) of Regulation S-K, versus the Dow Jones U.S. Apparel Retailers, assuming an initial fixed $100 investment on January 29, 2021 (end of fiscal 2020) and computed in accordance with the requirements of Item 402(v) of Regulation S-K.
24
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income (Loss)
The following chart sets forth the relationship between CAP to our PEO, the average of CAP to our Non-PEO NEOs and net income (loss) during the five most recently completed fiscal years. Net loss for fiscal 2025 included a non-cash charge to establish a full valuation allowance against net deferred tax assets of $20.4 million and included transaction-related costs of $4.2 million associated with the merger. Net income for fiscal 2022 included a non-recurring tax benefit related to the release of our tax valuation allowance of $31.6 million.
Description of Relationship Between PEO and Non-PEO NEO CAP and Company-Selected Measure
The following chart sets forth the relationship between CAP to our PEO, the average of CAP to our Non-PEO NEOs, and Adjusted EBITDA, a non-GAAP measure (our Company-Selected Measure) during the five most recently completed fiscal years.
25
Tabular List of Most Important Performance Measures
As discussed above in more detail under "Compensation Discussion and Analysis - Compensation Components and Fiscal 2025 Compensation Decisions," the Compensation Committee uses several financial and operational performance measures in making its compensation decisions. The following list represents the most important financial performance measures used by the Company to link CAP to our PEO and other NEOs to Company performance for fiscal 2025.
• |
• |
• |
Employment Agreements
Harvey S. Kanter, President, Chief Executive Officer and Director
On February 19, 2019, we entered into an employment agreement with Mr. Kanter, pursuant to which Mr. Kanter was appointed as President, Chief Executive Officer and a director of the Company effective April 1, 2019. From February 19, 2019 to March 31, 2019, Mr. Kanter served as an Advisor to the Acting Chief Executive Officer. The initial term of the agreement was three years and could be automatically renewed upon the same terms and conditions for successive periods of one year, unless either party terminated the agreement in accordance with its terms.
In February 2022, the Compensation Committee engaged Segal to review Mr. Kanter’s direct compensation. Effective April 1, 2022, the Company and Mr. Kanter entered into an updated employment agreement (the “Employment Agreement”). The initial term of the Employment Agreement was for three years, unless terminated earlier in accordance with its terms (the “Initial Term”).
On August 11, 2023, the Company and Mr. Kanter entered into the First Amendment (the “Amendment”) to the Employment Agreement (as amended, the “Amended Employment Agreement”). The Amendment extended the initial term of Mr. Kanter’s employment from April 1, 2025 to August 11, 2026, unless terminated earlier in accordance with the terms of the Amended Employment Agreement (the “Initial Term”). On May 11, 2026, the Company notified Mr. Kanter that it did not intend to renew his Amended Employment Agreement. This notification was provided in accordance with Mr. Kanter’s expressed desire to retire, and as required by his Amended Employment Agreement. Accordingly, Mr. Kanter’s Amended Employment Agreement will expire and his employment with the Company will terminate on August 11, 2026.
Pursuant to his Amended Employment Agreement, Mr. Kanter receives an annual base salary of $850,000 as President and Chief Executive Officer with an annual automobile allowance of $10,000. Mr. Kanter receives a quarterly travel allowance in the amount of $30,000, which is intended to be used for travel between Mr. Kanter’s home and the Company’s corporate offices.
In connection with the extension of the Initial Term under the Amendment, Mr. Kanter received 573,000 performance share units (“PSUs”) to be settled in shares of the Company’s common stock upon vesting. The award will vest, if at all, in nine installments, when the trailing 30-day volume-weighted average closing price of a share of the Company’s common stock meets or exceeds $6.50, $6.75,
26
$7.00, $7.25, $7.50, $7.75, $8.00, $8.25, and $8.50, respectively, subject to a minimum one-year vesting from the date of grant. Any unvested PSUs will expire on August 11, 2026.
Mr. Kanter is eligible to participate in our annual incentive plan at a target rate of 100% of his earned salary, up to a maximum payout of up to 200% of target. Mr. Kanter is also eligible to participate in our long-term incentive plans at a target bonus equal to 170% of his base salary in effect on the effective date of participation. Pursuant to the terms of the LTIP, 50% of any award will be time-based compensation and 50% will be performance-based compensation. The maximum payout of performance-based compensation is 150% of target.
Pursuant to the Amended Employment Agreement, if Mr. Kanter terminates his employment for Good Reason (as defined in the Amended Employment Agreement) or the Company terminates his employment without Justifiable Cause (as defined in the Amended Employment Agreement):
If Mr. Kanter’s employment is terminated by him for Good Reason or by the Company without Justifiable Cause during the one-year period following a Change in Control (as defined in the 2016 Plan), then Mr. Kanter will be eligible to receive, subject to certain requirements described in the Employment Agreement, a payment equal to (i) two times his then-current base salary plus (ii) the then value of two times his target bonus under the AIP, generally payable in a lump sum within 60 days of the termination of his employment following a Change in Control.
In addition, if a termination of Mr. Kanter’s employment prior to the expiration of the Initial Term meets the requirements of a Structured Retirement (as defined in the LTIP, as described above) such termination will be deemed to be a termination by the Company without Justifiable Cause. Additionally, for purposes of the AIP, a termination of his employment that meets the requirements of a Structured Retirement and that occurs at any time during the employment term (including after the Initial Term) will be deemed to be a termination by the Company without Justifiable Cause under the AIP.
Employment Agreements with Other Named Executive Officers
We have employment agreements with each of our Named Executive Officers other than our Chief Executive Officer (collectively, the “NEO Employment Agreements”). The term of each NEO Employment Agreement begins on the respective effective date and continues until terminated by either party. Our Named Executive Officers are eligible to participate in our AIP. Each Named Executive Officer is entitled to vacation and to participate in and receive any other benefits customarily provided by us to our senior executives.
Each of the NEO Employment Agreements provides that, if the executive officer’s employment is terminated by us at any time for any reason other than “justifiable cause” (as defined in the NEO Employment Agreements), disability or death, we are required to pay the executive the executive’s then-current base salary for five months after the effective date of such termination. This severance benefit is conditioned upon the executive’s execution of a general release. These payments are not made if the executive is terminated with “justifiable cause,” the executive resigns, or the executive dies or becomes disabled. The Named Executive Officers would also be entitled to additional payments or acceleration of awards under the AIP and LTIP programs, in accordance with the terms of those plans.
If the Named Executive Officer’s employment is terminated at any time within one year following a Change of Control (as defined in the NEO Employment Agreements) other than for “justifiable cause,” or if the executive resigns for “good reason” (as defined in the NEO Employment Agreements), then we will be obligated to pay the executive an amount equal to twelve months of the executive’s highest base salary in effect at any time during the six-month period ending on the date of the Change of Control. This payment also is conditioned upon the executive’s execution of a general release. Payments made under this provision are to be reduced if and to the extent necessary to avoid any payments or benefits to the executive being treated as “excess parachute payments” within the meaning of Section 280G(b)(i) of the Internal Revenue Code.
The NEO Employment Agreements contain confidentiality provisions pursuant to which each executive agrees not to disclose confidential information regarding our Company. The NEO Employment Agreements also contain covenants pursuant to which each executive agrees, during the term of his/her employment and for a one-year period following the termination of his/her employment, not
27
to have any connection with any business that is a specialty retailer that primarily distributes, sells or markets so-called “big and tall” apparel of any kind for men or that utilizes the “big and tall” retail or wholesale marketing concept as part of its business.
Estimated Potential Payments to Named Executive Officers
The following table shows the payments that would be made to our Named Executive Officers assuming a “termination without cause” or a “resignation for good reason” (each a “Qualifying Termination”) or a Qualifying Termination following a Change in Control, as described in the employment agreements, as of January 31, 2026.
|
|
|
|
|
|
|
|
Long-Term Incentive Plan |
|
|
|
|
||||||||
Name |
|
Continued |
|
|
Annual |
|
|
Time- |
|
|
Performance- |
|
|
Total |
|
|||||
Harvey S. Kanter |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Qualifying Termination |
|
$ |
920,833 |
|
|
$ |
425,000 |
|
|
$ |
665,818 |
|
|
$ |
722,059 |
|
|
$ |
2,733,711 |
|
Qualifying Termination due to change in control |
|
$ |
3,400,000 |
|
|
$ |
425,000 |
|
|
$ |
665,818 |
|
|
$ |
722,059 |
|
|
$ |
5,212,877 |
|
Peter H. Stratton, Jr. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Qualifying Termination |
|
$ |
242,105 |
|
|
$ |
141,888 |
|
|
$ |
170,115 |
|
|
$ |
184,871 |
|
|
$ |
738,980 |
|
Qualifying Termination due to change in control |
|
$ |
484,210 |
|
|
$ |
141,888 |
|
|
$ |
170,115 |
|
|
$ |
184,871 |
|
|
$ |
981,085 |
|
Anthony J. Gaeta |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Qualifying Termination |
|
$ |
206,000 |
|
|
$ |
82,400 |
|
|
$ |
119,088 |
|
|
$ |
141,316 |
|
|
$ |
548,804 |
|
Qualifying Termination due to change in control |
|
$ |
412,000 |
|
|
$ |
82,400 |
|
|
$ |
119,088 |
|
|
$ |
141,316 |
|
|
$ |
754,804 |
|
Robert S. Molloy |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Qualifying Termination |
|
$ |
198,790 |
|
|
$ |
99,395 |
|
|
$ |
125,485 |
|
|
$ |
136,370 |
|
|
$ |
560,040 |
|
Qualifying Termination due to change in control |
|
$ |
397,580 |
|
|
$ |
99,395 |
|
|
$ |
125,485 |
|
|
$ |
136,370 |
|
|
$ |
758,830 |
|
Allison Surette |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Qualifying Termination |
|
$ |
193,125 |
|
|
$ |
77,250 |
|
|
$ |
116,198 |
|
|
$ |
132,484 |
|
|
$ |
519,056 |
|
Qualifying Termination due to change in control |
|
$ |
386,250 |
|
|
$ |
77,250 |
|
|
$ |
116,198 |
|
|
$ |
132,484 |
|
|
$ |
712,181 |
|
Clawback Policies
Executive Clawback Policy. The Board adopted a clawback policy (the “Executive Clawback Policy”) that complies with the final SEC regulations mandated by the Dodd-Frank Act and Nasdaq Listing Rule 5608. The Executive Clawback Policy provides for repayment of incentive-based compensation in the event of an accounting restatement resulting from noncompliance with financial reporting requirements under federal securities laws. The policy applies to current and former executives and requires reimbursement or forfeiture of any excess incentive compensation received by an executive during the three completed fiscal years immediately preceding the date on which the Company is required to prepare an accounting restatement. The Executive Clawback Policy is in addition to the Company’s other clawback policies and provisions described below.
28
Other Clawback Policies and Provisions. Our employment agreements with members of our senior management and our long-term incentive plans contain clawback provisions that provide for remedies in the event that we learn, after a senior executive is terminated by us other than for “justifiable cause,” that the senior executive could have been terminated for “justifiable cause.” In addition, since August 2018, we have had an executive incentive pay clawback policy that permits the Company to recover incentive-based cash and/or equity compensation from current and former executive officers of the Company in certain circumstances.
Policies and Practices Related to the Timing of Grants of Certain Equity Awards
The majority of equity awards granted on an annual basis are pursuant to the Company’s LTIP. Under the LTIP, the Compensation Committee must annually approve the three-year performance target(s) within the first 25% of the applicable three-year performance period to be effective. Historically, the Compensation Committee has discussed and approved such targets during one of its meetings in the spring, at which time it will also approve the grant of time-based awards under the applicable LTIP and the grant of any performance-based awards earned under a prior year’s completed LTIP. Such awards may be granted, at the sole discretion of the Compensation Committee, as a combination of cash, stock options or RSUs. Because the Compensation Committee’s approval of such awards is likely to occur prior to the Company’s release of fiscal year earnings and the Company therefore possesses MNPI, the Compensation Committee sets a future grant date that is first subject to the Audit Committee’s approval of the recently concluded fiscal year’s financial results and the filing of our Annual Report on Form 10-K and/or the furnishing of our earnings release, which has historically been greater than four days. The Compensation Committee may also make off-cycle grants throughout the year in connection with new hires, promotions or role transitions. The timing of the grant is generally tied to the event giving rise to the award, such as an executive officer’s commencement of employment or a promotion effective date. As a result, the timing of the grant occurs independent of the release of any MNPI. During fiscal 2025, there were no grants of stock options or similar equity instruments by the Company.
Grants of Plan-Based Awards. The following table sets forth certain information with respect to plan-based awards granted to the Named Executive Officers in fiscal 2025.
2025 GRANTS OF PLAN-BASED AWARDS
|
|
|
Service |
|
Estimated Future Payouts |
|
|
Estimated Future Payouts |
|
|
All Other |
|
|
All Other |
|
|
Exercise |
|
|
Grant |
|
||||||||||||||||||||||
|
|
Grant |
Inception |
|
Threshold |
|
|
Target |
|
|
Maximum |
|
|
Threshold |
|
|
Target |
|
|
Maximum |
|
|
or Units |
|
|
Options |
|
|
Awards |
|
|
Awards |
|
||||||||||
Name |
|
Date |
Date |
|
($) |
|
|
($) |
|
|
($) |
|
|
($) (1) |
|
|
($) (1) |
|
|
($) (1) |
|
|
(#) |
|
|
(#) |
|
|
($ / Sh) |
|
|
($) |
|
||||||||||
Harvey S. Kanter |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
2025 AIP (2) |
3/28/2025 |
|
|
$ |
170,000 |
|
|
$ |
850,000 |
|
|
$ |
1,700,000 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
2025-2027 LTIP, Time-Based (3) |
4/1/2025 |
2/1/2025 |
|
|
— |
|
|
$ |
361,250 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
240,833 |
|
|
|
— |
|
|
|
— |
|
|
$ |
361,250 |
|
|
2025-2027 LTIP, Performance-Based (3) |
|
2/1/2025 |
|
$ |
180,625 |
|
|
$ |
361,250 |
|
|
$ |
541,875 |
|
|
$ |
180,625 |
|
|
$ |
361,250 |
|
|
$ |
541,875 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Peter H. Stratton, Jr. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
2025 AIP (2) |
3/28/2025 |
|
|
$ |
56,755 |
|
|
$ |
283,776 |
|
|
$ |
425,664 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
2025-2027 LTIP, Time-Based (3) |
4/1/2025 |
2/1/2025 |
|
|
— |
|
|
$ |
94,322 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
62,881 |
|
|
|
— |
|
|
|
— |
|
|
$ |
94,322 |
|
|
2025-2027 LTIP, Performance-Based (3) |
|
2/1/2025 |
|
$ |
47,161 |
|
|
$ |
94,322 |
|
|
$ |
141,483 |
|
|
$ |
47,161 |
|
|
$ |
94,322 |
|
|
$ |
141,483 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Anthony J. Gaeta |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
2025 AIP (2) |
3/28/2025 |
|
|
$ |
41,200 |
|
|
$ |
206,000 |
|
|
$ |
309,000 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
2025-2027 LTIP, Time-Based (3) |
4/1/2025 |
2/1/2025 |
|
|
— |
|
|
$ |
72,100 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
48,066 |
|
|
|
— |
|
|
|
— |
|
|
$ |
72,099 |
|
|
2025-2027 LTIP, Performance-Based (3) |
|
2/1/2025 |
|
$ |
36,050 |
|
|
$ |
72,100 |
|
|
$ |
108,150 |
|
|
$ |
36,050 |
|
|
$ |
72,100 |
|
|
$ |
108,150 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Robert S. Molloy |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
2025 AIP (2) |
3/28/2025 |
|
|
$ |
39,758 |
|
|
$ |
198,790 |
|
|
$ |
298,185 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
2025-2027 LTIP, Time-Based (3) |
4/1/2025 |
2/1/2025 |
|
|
— |
|
|
$ |
69,577 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
46,384 |
|
|
|
— |
|
|
|
— |
|
|
$ |
69,576 |
|
|
2025-2027 LTIP, Performance-Based (3) |
|
2/1/2025 |
|
$ |
34,788 |
|
|
$ |
69,577 |
|
|
$ |
104,365 |
|
|
$ |
34,788 |
|
|
$ |
69,577 |
|
|
$ |
104,365 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Allison Surette |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
2025 AIP (2) |
3/28/2025 |
|
|
$ |
38,625 |
|
|
$ |
193,125 |
|
|
$ |
289,688 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
2025-2027 LTIP, Time-Based (3) |
4/1/2025 |
2/1/2025 |
|
|
— |
|
|
$ |
67,594 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
45,062 |
|
|
|
— |
|
|
|
— |
|
|
$ |
67,593 |
|
|
2025-2027 LTIP, Performance-Based (3) |
|
2/1/2025 |
|
$ |
33,797 |
|
|
$ |
67,594 |
|
|
$ |
101,391 |
|
|
$ |
33,797 |
|
|
$ |
67,594 |
|
|
$ |
101,391 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
29
30
Outstanding Equity Awards at Fiscal Year-End. The following table sets forth certain information with respect to outstanding equity awards held by the Named Executive Officers at the end of fiscal 2025.
2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
|
|
Option Awards |
|
Stock Awards |
|
|||||||||||||||||||||||||||||||||
|
|
Number of |
|
|
Number of |
|
|
Equity |
|
|
Option |
|
|
Option |
|
Number of |
|
|
|
Market |
|
|
Equity |
|
|
|
Equity |
|
||||||||||
Name |
|
Exercisable |
|
|
Unexercisable |
|
|
(#) |
|
|
($) |
|
|
Date |
|
(#) |
|
|
|
($)(1) |
|
|
(#) |
|
|
|
($)(1) |
|
||||||||||
Harvey S. Kanter |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
— |
|
|
|
|
— |
|
|
|
573,000 |
|
|
(2 |
) |
|
391,359 |
|
||
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
17,990 |
|
|
(3 |
) |
$ |
12,287 |
|
|
|
— |
|
|
|
|
— |
|
||
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
41,144 |
|
|
(4 |
) |
$ |
28,101 |
|
|
|
— |
|
|
|
|
— |
|
||
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
76,320 |
|
|
(5 |
) |
$ |
52,127 |
|
|
|
— |
|
|
|
|
— |
|
||
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
240,833 |
|
|
(6 |
) |
$ |
164,489 |
|
|
|
— |
|
|
|
|
— |
|
||
|
|
|
150,000 |
|
|
|
— |
|
|
|
— |
|
(7) |
$ |
0.64 |
|
|
6/10/2030 |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
||
|
|
|
442,040 |
|
|
|
— |
|
|
|
— |
|
(8) |
$ |
0.53 |
|
|
6/11/2030 |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
||
|
|
|
251,970 |
|
|
|
— |
|
|
|
— |
|
(9) |
$ |
0.69 |
|
|
3/8/2031 |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
||
|
|
|
70,843 |
|
|
|
— |
|
|
|
— |
|
(10) |
$ |
0.75 |
|
|
3/9/2031 |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Peter H. Stratton, Jr. |
|
|
175,636 |
|
|
|
— |
|
|
|
— |
|
(8) |
$ |
0.53 |
|
|
6/11/2030 |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
||
|
|
|
74,344 |
|
|
|
— |
|
|
|
— |
|
(9) |
$ |
0.69 |
|
|
3/8/2031 |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
||
|
|
|
36,116 |
|
|
|
— |
|
|
|
— |
|
(10) |
$ |
0.75 |
|
|
3/9/2031 |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
||
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
4,560 |
|
(3) |
|
$ |
3,114 |
|
|
|
— |
|
|
|
|
— |
|
|||
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
10,429 |
|
(4) |
|
$ |
7,123 |
|
|
|
— |
|
|
|
|
— |
|
|||
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
19,346 |
|
(5) |
|
$ |
13,213 |
|
|
|
— |
|
|
|
|
— |
|
|||
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
62,881 |
|
(6) |
|
$ |
42,948 |
|
|
|
— |
|
|
|
|
— |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Anthony J. Gaeta |
|
|
146,108 |
|
|
|
— |
|
|
|
— |
|
(8) |
$ |
0.53 |
|
|
6/11/2030 |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
||
|
|
|
55,522 |
|
|
|
— |
|
|
|
— |
|
(9) |
$ |
0.69 |
|
|
3/8/2031 |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
||
|
|
|
16,058 |
|
|
|
— |
|
|
|
— |
|
(10) |
$ |
0.75 |
|
|
3/9/2031 |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
||
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
2,832 |
|
|
(3 |
) |
$ |
1,934 |
|
|
|
— |
|
|
|
|
— |
|
||
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
6,477 |
|
|
(4 |
) |
$ |
4,424 |
|
|
|
— |
|
|
|
|
— |
|
||
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
14,788 |
|
|
(5 |
) |
$ |
10,100 |
|
|
|
— |
|
|
|
|
— |
|
||
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
48,066 |
|
|
(6 |
) |
$ |
32,829 |
|
|
|
— |
|
|
|
|
— |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Robert S. Molloy |
|
|
125,731 |
|
|
|
— |
|
|
|
— |
|
(8) |
$ |
0.53 |
|
|
6/11/2030 |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
||
|
|
|
50,579 |
|
|
|
— |
|
|
|
— |
|
(9) |
$ |
0.69 |
|
|
3/8/2031 |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
||
|
|
|
14,287 |
|
|
|
— |
|
|
|
— |
|
(10) |
$ |
0.75 |
|
|
3/9/2031 |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
||
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
3,364 |
|
(3) |
|
$ |
2,298 |
|
|
|
— |
|
|
|
|
— |
|
|||
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
7,693 |
|
(4) |
|
$ |
5,254 |
|
|
|
— |
|
|
|
|
— |
|
|||
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
14,271 |
|
(5) |
|
$ |
9,747 |
|
|
|
— |
|
|
|
|
— |
|
|||
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
46,384 |
|
(6) |
|
$ |
31,680 |
|
|
|
— |
|
|
|
|
— |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allison Surette |
|
|
4,261 |
|
|
|
— |
|
|
|
— |
|
(11) |
$ |
5.30 |
|
|
9/26/2032 |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
||
|
|
|
141,155 |
|
|
|
— |
|
|
|
— |
|
(8) |
$ |
0.53 |
|
|
6/11/2030 |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
||
|
|
|
53,640 |
|
|
|
— |
|
|
|
— |
|
(9) |
$ |
0.69 |
|
|
3/8/2031 |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
||
|
|
|
26,058 |
|
|
|
— |
|
|
|
— |
|
(10) |
$ |
0.75 |
|
|
3/9/2031 |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
||
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
2,736 |
|
|
(3 |
) |
$ |
1,869 |
|
|
|
— |
|
|
|
|
— |
|
||
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
6,976 |
|
|
(4 |
) |
$ |
4,765 |
|
|
|
— |
|
|
|
|
— |
|
||
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
13,864 |
|
|
(5 |
) |
$ |
9,469 |
|
|
|
— |
|
|
|
|
— |
|
||
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
45,062 |
|
|
(6 |
) |
$ |
30,777 |
|
|
|
— |
|
|
|
|
— |
|
||
31
Option Exercises and Stock Vested Table. The following table sets forth information for the Named Executive Officers with respect to the exercise of option awards and the vesting of stock awards during fiscal 2025.
2025 OPTION EXERCISES AND STOCK VESTED
|
|
Option Awards (1) |
|
|
Stock Awards |
|
||||||||||
Name |
|
Number of Shares |
|
|
Value Realized |
|
|
Number of Shares |
|
|
Value Realized |
|
||||
Harvey S. Kanter |
|
|
— |
|
|
$ |
— |
|
|
|
311,435 |
|
|
$ |
412,632 |
|
Peter H. Stratton, Jr. |
|
|
— |
|
|
$ |
— |
|
|
|
78,947 |
|
|
$ |
104,600 |
|
Anthony J. Gaeta |
|
|
— |
|
|
$ |
— |
|
|
|
49,956 |
|
|
$ |
66,313 |
|
Robert S. Molloy |
|
|
— |
|
|
$ |
— |
|
|
|
58,235 |
|
|
$ |
77,158 |
|
Allison Surette |
|
|
— |
|
|
$ |
— |
|
|
|
48,482 |
|
|
$ |
64,386 |
|
Pension Benefits
None of our Named Executive Officers was a participant in any pension plan and, therefore, none has accumulated benefits.
32
Non-Qualified Deferred Compensation
We do not offer our executive officers or employees any defined contribution or similar plan that provides for the deferral of compensation on a basis that is not tax-qualified. We offer a 401(k) savings plan to all of our employees eligible to participate, as further described below.
401(k) Plan
The Company has one defined contribution plan, the Destination XL Group, Inc. 401(k) Savings Plan (the “401(k) Plan”). Under the 401(k) Plan, the Company offers a QACA, with the Company matching 100% of the first 1% of deferred compensation and 50% of the next 5% (with a maximum contribution of 3.5% of eligible compensation). Employees who are 21 years of age or older are eligible to make deferrals after 6 months of employment and are eligible to receive a match from the Company after one year of employment and 1,000 hours. Our Named Executive Officers are eligible to participate in the 401(k) Plan, and the amount of any Company match to our Named Executive Officers is set forth above in the “All Other Compensation” table.
Director Compensation
The Compensation Committee is responsible for reviewing and making recommendations to our Board with respect to the compensation paid to our non-employee directors.
The Company’s Non-Employee Director Compensation Plan, as amended (the “Director Plan”), sets forth the compensation to be paid to our non-employee directors, including in the form of equity. The Director Plan has a minimum equity ownership requirement that requires each director to receive at least 60% of their annual retainers in shares of common stock until the value of their equity ownership is equal to at least three times the annual retainer. Any shares issued to satisfy the minimum equity ownership requirement are issued under the Company’s 2016 Plan. The Director Plan also permits the Company’s non-employee directors to acquire shares of the Company’s common stock at fair market value by voluntarily electing to receive shares of common stock in lieu of cash fees for service as a director. In November 2023, the Director Plan was amended to permit directors to select shares of deferred stock beginning in fiscal 2024. Any shares of deferred stock are issued from the 2016 Plan.
The Director Plan is a stand-alone plan and is not a sub-plan under the 2016 Plan. Accordingly, shares issued under the Director Plan for voluntary elections to receive shares of common stock in lieu of cash fees do not reduce the shares available for issuance under the 2016 Plan. The maximum number of shares that can be issued in any quarter pursuant to the Director Plan is limited to 250,000 shares in the aggregate, with the shortfall paid in cash.
We believe that our Director Plan will support our ongoing efforts to attract and retain exceptional directors to provide strategic guidance to our Company. We believe that the total compensation that our non-employee directors receive is in line with our current peer group. Our non-employee directors were compensated under the Director Plan in fiscal 2025 as follows:
Director Compensation Table
The following table sets forth the compensation paid to our directors during fiscal 2025. Mr. Kanter is not included in the following table as he is a Named Executive Officer and, accordingly, received no compensation for his services as a director. Compensation earned by Mr. Kanter is included above in the “Summary Compensation Table.”
2025 DIRECTOR COMPENSATION TABLE
Name |
|
Fees Earned or |
|
|
Stock |
|
|
Option |
|
|
All Other |
|
|
Total |
|
|||||
Lionel F. Conacher, Chairman |
|
$ |
154,500 |
|
|
$ |
40,499 |
|
|
|
— |
|
|
|
— |
|
|
$ |
194,999 |
|
Carmen R. Bauza |
|
|
54,000 |
|
|
|
80,996 |
|
|
|
— |
|
|
|
— |
|
|
|
134,996 |
|
Jack Boyle |
|
|
108,752 |
|
|
|
36,245 |
|
|
|
— |
|
|
|
— |
|
|
|
144,997 |
|
Willem Mesdag |
|
|
— |
|
|
|
144,996 |
|
|
|
— |
|
|
|
— |
|
|
|
144,996 |
|
Ivy Ross |
|
|
67,375 |
|
|
|
77,621 |
|
|
|
— |
|
|
|
— |
|
|
|
144,996 |
|
Elaine K. Rubin |
|
|
— |
|
|
|
134,994 |
|
|
|
— |
|
|
|
— |
|
|
|
134,994 |
|
33
Compensation Committee Interlocks and Insider Participation
Each of Willem Mesdag, Jack Boyle and Lionel F. Conacher served as a member of the Compensation Committee during fiscal 2025, none of whom was, at any time during fiscal 2025 or at any other time, an officer or employee of our Company. During fiscal 2025, none of our executive officers served as a member of the board of directors or compensation committee of any other entity that had one or more executive officers serving as a member of our Board or Compensation Committee.
34
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Security Ownership of Certain Beneficial Owners
The following table sets forth certain information with respect to persons known to us to be the beneficial owners of more than 5% of the issued and outstanding shares of our common stock as of May 15, 2026. We were informed that, except as indicated, each person has sole voting and investment power with respect to all shares of our common stock shown as beneficially owned by such person, subject to community property laws where applicable.
Name and Address of Beneficial Owner |
|
Number of Shares Beneficially Owned |
|
|
Percent of Class (1) |
|
||
AWM Investment Company, Inc. |
|
|
9,399,297 |
|
(2) |
|
17.0 |
% |
Fund 1 Investments, LLC |
|
|
5,758,261 |
|
(3) |
|
10.4 |
% |
Nantahala Capital Management, LLC |
|
|
4,505,000 |
|
(4) |
|
8.2 |
% |
35
Security Ownership of Management
The following table sets forth certain information as of May 15, 2026, with respect to our directors, our Named Executive Officers (as defined above under “Executive Compensation”) and our directors and executive officers as a group. Except as indicated, each person has sole voting and investment power with respect to all shares of our common stock shown as beneficially owned by such person, subject to community property laws where applicable.
Name and Title |
|
Number of Shares Beneficially Owned |
|
|
Percent of Class (1) |
|
||
Lionel F. Conacher |
|
|
423,568 |
|
(2) |
* |
|
|
Chairman of the Board |
|
|
|
|
|
|
||
Harvey S. Kanter |
|
|
1,716,317 |
|
(3) |
|
3.1 |
% |
President and Chief Executive Officer and Director |
|
|
|
|
|
|
||
Peter H. Stratton, Jr. |
|
|
634,149 |
|
(4) |
|
1.1 |
% |
Executive Vice President, Chief Financial Officer and Treasurer |
|
|
|
|
|
|
||
Anthony J. Gaeta |
|
|
421,842 |
|
(5) |
* |
|
|
Chief Stores and Real Estate Officer |
|
|
|
|
|
|
||
Robert S. Molloy |
|
|
511,214 |
|
(6) |
* |
|
|
General Counsel and Secretary |
|
|
|
|
|
|
||
Allison Surette |
|
|
359,190 |
|
(7) |
* |
|
|
Chief Merchandising Officer |
|
|
|
|
|
|
||
Jack Boyle, Director |
|
|
636,707 |
|
(2) |
|
1.2 |
% |
Carmen R. Bauza, Director |
|
|
181,135 |
|
|
* |
|
|
Willem Mesdag, Director |
|
|
3,294,562 |
|
(8) |
|
5.9 |
% |
Ivy Ross, Director |
|
|
337,351 |
|
|
* |
|
|
Elaine K. Rubin, Director |
|
|
272,647 |
|
|
* |
|
|
Directors and executive officers as a group (13 persons) |
|
|
9,326,645 |
|
(9) |
|
16.1 |
% |
* Less than 1%
36
EQUITY COMPENSATION PLAN INFORMATION
The following is a summary of information with respect to our equity compensation plans as of January 31, 2026:
Plan category |
|
Number of securities to be |
|
|
Weighted-average |
|
|
Number of securities |
|
|||
Equity compensation plans approved by security holders (1) |
|
|
5,368,651 |
|
|
$ |
0.64 |
|
(2) |
|
4,068,502 |
|
Equity compensation plans not approved by security holders (3) |
|
|
— |
|
|
|
— |
|
|
|
517,333 |
|
Total |
|
|
5,368,651 |
|
|
$ |
0.64 |
|
|
|
4,585,835 |
|
Item 13. Certain Relationships and Related Transactions, and Director Independence
Review, Approval or Ratification of Transactions with Related Persons
Pursuant to its charter, the Audit Committee reviews all related-party transactions on an ongoing basis and, to the extent required by the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), the SEC or Nasdaq, all such transactions must be approved by the Audit Committee except as otherwise delegated by the Audit Committee to another independent body of the Board.
There have been no related party transactions since February 2, 2025 in which the Company was a participant and in which any director or executive officer of the Company, any known 5% or greater stockholder of the Company or any immediate family member of any of the foregoing persons had a direct or indirect material interest as defined in Item 404(a) of Regulation S-K. As permitted by SEC rules, discussion of employment relationships or transactions involving the Company’s executive officers and directors, and compensation solely resulting from such employment relationships or transactions, or service as a director of the Company, as the case may be, has been omitted to the extent disclosed in the Executive Compensation or the Director Compensation section of this Form 10-K/A, as applicable.
Director Independence
Our Board is currently comprised of seven members, all of whom are independent, under the rules for Nasdaq, other than Mr. Kanter, the Company’s Chief Executive Officer.
Item 14. Principal Accountant Fees and Services
The Audit Committee engaged KPMG LLP to serve as our independent registered public accounting firm during the fiscal year ended January 31, 2026. KPMG LLP has served as the Company’s independent registered public accounting firm since June 6, 2013.
Principal Accounting Fees and Services
The following table sets forth the fees accrued or paid to the Company’s independent registered accounting firm for the fiscal years ended January 31, 2026 ("fiscal 2025") and February 1, 2025 ("fiscal 2024):
|
|
Fiscal 2025 |
|
|
Fiscal 2024 |
|
||
Audit Fees (1) |
|
$ |
860,860 |
|
|
$ |
1,084,576 |
|
Audit-Related Fees (2) |
|
|
94,769 |
|
|
|
— |
|
Tax Fees (3) |
|
|
208,290 |
|
|
|
212,407 |
|
All Other Fees (4) |
|
|
1,780 |
|
|
|
1,780 |
|
Total Fees |
|
$ |
1,165,699 |
|
|
$ |
1,298,763 |
|
37
Pre-Approval of Services by Independent Auditors
The Audit Committee has adopted a policy governing the provision of audit and non-audit services by our independent registered public accounting firm. Pursuant to this policy, the Audit Committee will consider annually and approve the provision of audit services (including audit, review and attest services) by our independent registered public accounting firm and consider and pre-approve the provision of certain defined permitted non-audit services within a specified dollar limit. It will also consider on a case-by-case basis and approve specific engagements that do not fit within the definition of pre-approved services or established fee limits, if appropriate. The policy provides that any proposed engagement that does not fit within the definition of a pre-approved service or is not within the fee limits must be presented to the Audit Committee for consideration at its next regular meeting or to the Chair of the Audit Committee in time sensitive cases. The Audit Committee will regularly review summary reports detailing all services (and related fees and expenses) being provided to us by the independent registered public accounting firm.
All of the services provided in fiscal 2025 and fiscal 2024 under Audit Fees, Tax Fees and All Other Fees were pre-approved by the Audit Committee.
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PART IV.
Item 15. Exhibits and Financial Statement Schedules
15(a)(3) Exhibits
Index to Exhibits
31.1 |
|
Certification of Chief Executive Officer of the Company pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. |
|
|
|
|
|
31.2 |
|
Certification of Chief Financial Officer of the Company pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. |
|
|
|
|
|
104 |
|
Cover Page Interactive Data File – The cover page interactive data file does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document. |
|
39
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
|
|
|
DESTINATION XL GROUP, INC.
|
May 26, 2026 |
By: |
/s/ HARVEY S. KANTER |
|
|
Harvey S. Kanter |
|
|
President and Chief Executive Officer |
|
|
|
|
|
/s/ PETER H. STRATTON, JR. |
|
|
Peter H. Stratton, Jr. |
|
|
Executive Vice President, Chief Financial Officer and Treasurer |
40