Superior Group (NASDAQ: SGC) sets new multi-year CEO pay and severance package

(High)

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Superior Group of Companies, Inc. entered into a new employment agreement with Chief Executive Officer Michael Benstock, running through May 31, 2029 unless earlier terminated. He will continue as CEO with an initial annual base salary of $1,044,399.

For each of the 2026, 2027 and 2028 fiscal years, he is entitled to a guaranteed annual bonus of at least $500,000, with potential for more based on company performance, if employed on December 31 of the applicable year. The agreement also provides a $2,100,000 retention bonus payable within 240 days after his voluntary retirement or resignation for Good Reason.

If he is terminated without Cause, including within 12 months after a Change in Control, or resigns for Good Reason, severance equals 2.0 times his highest annual compensation plus a prorated minimum guaranteed bonus, along with accrued pay and benefits, subject to post-termination obligations. Upon retirement, unvested restricted stock awards will vest on a prorated basis, and he will receive limited ongoing office and administrative support. The agreement replaces his prior Severance Protection Agreement.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

CEO base salary: $1,044,399 per year Guaranteed annual bonus: $500,000 per year Retention bonus: $2,100,000 +3 more

6 metrics

CEO base salary $1,044,399 per year Initial annual base salary under new agreement

Guaranteed annual bonus $500,000 per year Minimum bonus for fiscal years 2026–2028 if employed on December 31

Retention bonus $2,100,000 Paid within 240 days after qualifying retirement or Good Reason resignation

Severance multiple 2.0 times highest annual compensation Payable on termination without Cause or resignation for Good Reason

Agreement term end date May 31, 2029 Employment agreement expiration unless earlier terminated

Retention bonus payment window Within 240 days Timeframe after qualifying retirement or Good Reason resignation

Key Terms

Change in Control, Good Reason, retention bonus, short-term incentive program, +1 more

5 terms

Change in Control financial

"If he is terminated without Cause within 12 months after the completion of a Change in Control"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

Good Reason financial

"or resigns with Good Reason during the term of the agreement"

retention bonus financial

"Mr. Benstock is entitled to a retention bonus of $2,100,000"

short-term incentive program financial

"eligible to participate in the Company’s short-term incentive program applicable to the chief executive officer"

non-compete financial

"The employment agreement imposes non-compete, non-solicitation and confidentiality provisions"

A non-compete is a contract clause that prevents an employee, executive, or seller from working for or starting a rival business for a set time and area after leaving a company. It matters to investors because it protects the value of intellectual property, customer relationships and key personnel—like putting a temporary fence around a company’s customers and know‑how—while also creating legal and operational constraints that can affect talent mobility and deal attractiveness.

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Understanding 8-K Material Events →

Available on EDGAR 05/29/2026 - 04:32 PM Accepted by SEC EDGAR 05/29/2026 - 04:30 PM

FAQ

What new employment agreement did Superior Group (SGC) sign with its CEO?

Superior Group signed a new employment agreement with CEO Michael Benstock running through May 31, 2029. It sets his role as continuing CEO, defines salary and bonuses, and replaces his prior Severance Protection Agreement entered into in November 2005.

What is Michael Benstock’s base salary under the new SGC CEO contract?

The agreement sets Michael Benstock’s initial annual base salary at $1,044,399. This salary forms the foundation for his cash compensation and also factors into severance calculations tied to his highest annual compensation during a defined three-year lookback period.

How are bonuses structured for SGC’s CEO from 2026 to 2028?

For fiscal years 2026, 2027 and 2028, Benstock is guaranteed a bonus of at least $500,000 each year if employed on December 31. The amount can be higher depending on company performance, and is generally prorated for departures before year-end.

What retention bonus does SGC’s CEO receive under the new agreement?

The agreement grants Michael Benstock a $2,100,000 retention bonus. This is payable within 240 days after he either voluntarily retires from the company or resigns for Good Reason, providing a significant cash payment at the time of his qualifying departure.

What severance protections does the SGC CEO have in a termination or change in control?

If terminated without Cause, including within 12 months after a Change in Control, or if he resigns for Good Reason, Benstock receives 2.0 times his highest annual compensation plus a prorated minimum guaranteed bonus, along with accrued salary, bonuses, expenses and earned benefits.

How are Michael Benstock’s equity awards treated when he retires from SGC?

Upon retirement, Benstock’s unvested restricted stock awards accelerate on a prorated basis, calculated from the original grant date through his retirement date. This allows partial vesting based on service already provided, rather than forfeiting all remaining unvested shares.

Does the new SGC CEO agreement include non-compete and other restrictive covenants?

Yes. The agreement includes non-compete, non-solicitation and confidentiality provisions applying to Benstock. These covenants are designed to protect the company’s business interests and are tied to his continued receipt of certain severance and post-termination benefits under the contract.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 26, 2026

Superior Group of Companies, Inc.

(Exact name of registrant as specified in its charter)

Florida	001-05869	11-1385670
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

200 Central Avenue, Suite 2000, St. Petersburg, Florida (Address of principal executive offices)		33701 (Zip Code)

Registrant's telephone number including area code: (727) 397-9611

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

	☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230 .425)

	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	SGC	NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 26, 2026, Superior Group of Companies, Inc. (the “Company”) entered into an employment agreement with its Chief Executive Officer, Michael Benstock.

Mr. Benstock’s employment agreement with the Company expires on May 31, 2029, unless sooner terminated in accordance with its terms. Under the agreement, Mr. Benstock will continue to be employed as Chief Executive Officer of the Company. His annual base salary initially will be $1,044,399. Mr. Benstock is eligible to participate in the Company’s short-term incentive program applicable to the chief executive officer, as described in the Company’s proxy statement; however, for each of the Company’s 2026, 2027, and 2028 fiscal years, Mr. Benstock is entitled to a guaranteed bonus of at least $500,000 (and potentially more, depending on the Company’s performance) if he is employed on December 31 of the applicable fiscal year, in each case generally prorated for departures prior to December 31. In addition, Mr. Benstock is entitled to a retention bonus of $2,100,000 to be paid within 240 days following the date he either voluntarily retires from the Company or resigns for Good Reason. He is also eligible to participate in such other bonus plans as the Company may in its sole and absolute discretion offer to him.

The employment agreement imposes non-compete, non-solicitation and confidentiality provisions on Mr. Benstock.

Mr. Benstock’s employment agreement contains provisions on severance. If he is terminated without Cause within 12 months after the completion of a Change in Control, or if Mr. Benstock is terminated without Cause or resigns with Good Reason during the term of the agreement, Mr. Benstock is entitled to an amount equal to 2.0 times his highest annual compensation, plus the minimum guaranteed bonus amount applicable to the fiscal year in which he separates from the Company prorated for the number of days in that fiscal year prior to the date of separation, in addition to the amounts he would receive upon any termination, including (i) accrued but unpaid base salary and bonus, (ii) incurred but not reimbursed expenses, and (iii) nonforfeitable benefits already earned and payable. Mr. Benstock’s right to receive certain of these items is contingent upon him fulfilling certain post-termination obligations, including the execution of a general release. For purposes of the above, highest annual compensation is the sum of Mr. Benstock’s single highest base salary during the preceding three-year period and the average of the annual cash bonuses paid or payable to Mr. Benstock that were calculated based on the results of the 3 full fiscal years ended immediately before his termination of employment (regardless of when paid), or, if greater, the 3 full fiscal years ended immediately prior to a Change in Control (or, if applicable, such lesser period for which cash annual bonuses were paid or payable to him).

The agreement defines “Good Reason” as:

●

a material reduction in Mr. Benstock’s base salary or material change to the structure of Mr. Benstock’s incentive compensation plan, in each case only if without Mr. Benstock’s consent;

●

a material, adverse reduction in Mr. Benstock’s authority, title, reporting relationship, duties, or responsibilities (other than temporarily while Mr. Benstock is physically or mentally incapacitated or as required by applicable law), but only if without Mr. Benstock’s consent;

●

Mr. Benstock is required by the Company to be based in a location not of Mr. Benstock’s choosing, except for required travel on Company business; or

●

the Company’s uncured breach of a material provision of the agreement.

“Cause” is defined in the agreement as:

●

gross negligence or willful misconduct in the performance of Mr. Benstock’s duties;

●

continued failure to substantially perform his employment duties, which failure is not cured to the good faith reasonable satisfaction of the Company;

●

breach of the employment agreement or any other agreement with the Company, which breach is not cured to the good faith reasonable satisfaction of the Company; or

●

certain crimes or other acts or omissions.

Subject to certain exceptions specified in the agreement, a “Change in Control” generally means that any of the following occurs:

●

the Company sells all or substantially all of its assets to an entity that is not an affiliate (in a transaction requiring shareholder approval);

●

any person or group of persons within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, other than the Company’s affiliates, becomes the beneficial owner, directly or indirectly, of more than 50% of the Company’s equity securities or outstanding voting stock (whether by way of purchase of stock or other equity securities, merger or otherwise); or

●

any transaction that qualified as a liquidation, dissolution, or winding up of the Company.

Upon his retirement from the Company, Mr. Benstock’s unvested restricted stock awards shall accelerate on a prorated basis based on the time elapsed from the grant date through his retirement date. In addition, Mr. Benstock will be permitted to use an office of the Company’s choosing at the Company’s headquarters and use the services of one of the Company’s administrative assistants for personal and/or professional work up to 25 hours a month.

This agreement voids Mr. Benstock’s existing Severance Protection Agreement that was entered into on November 23, 2005.

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunder duly authorized.

	SUPERIOR GROUP OF COMPANIES, INC.


	By:	/s/ Michael Koempel
		Michael Koempel
		President and Chief Financial Officer

Date: May 29, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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