Michael Benstock
About Michael Benstock
Michael Benstock, age 69, is a Class II independent director of Crown Crafts, Inc. (CRWS) since May 2023, with his current term expiring at the 2027 Annual Meeting. He is Chairman of the Board and President/CEO of Superior Group of Companies, Inc. (Nasdaq), and previously served as Co‑President and Executive Vice President at Superior; he also served as a director of USAmeriBank (audit chair 2014–2017) until its sale in 2017 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Superior Group of Companies, Inc. | Chairman of the Board | Feb 2023–present | Governance leadership at Nasdaq‑listed company |
| Superior Group of Companies, Inc. | President & CEO | Oct 24, 2003–present | Long-tenured operating leadership |
| Superior Group of Companies, Inc. | Co‑President | May 1, 1992–Oct 24, 2003 | Executive leadership prior to CEO role |
| Superior Group of Companies, Inc. | Executive Vice President | Pre‑1992 | Senior operating executive |
| USAmeriBank | Director; Audit Committee Chair | Director 2007–Dec 31, 2017; Chair 2014–2017 | Chaired audit committee; bank acquired by Valley National Bank |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Superior Group of Companies, Inc. (Nasdaq) | Chairman; President & CEO; Director | Current | Director since 1985; Chairman since 2023; CEO since 2003 |
Board Governance
- Committee assignments (FY2025): Audit Committee member; Compensation Committee member; Nominating, Governance & Ethics Committee Chair; not on Capital Committee .
- Independence: Board determined Benstock is independent under SEC and Nasdaq standards .
- Attendance: 100% attendance at Board and applicable committee meetings in FY2025; all directors attended the 2024 Annual Meeting .
- Board classification/tenure: Class II director; director since May 2023; term continues to 2027 Annual Meeting .
- Executive sessions: Audit Committee held executive sessions with the independent auditor at each meeting (4 in FY2025) .
Fixed Compensation
| Component (FY2025 program) | Amount | Notes |
|---|---|---|
| Board annual cash retainer | $50,000 | Paid monthly |
| Non‑Executive Chairman supplemental retainer | $50,000 | Paid monthly |
| Audit Committee Chair fee | $20,000 | Increased from $12,000 in FY2025 |
| Compensation Committee Chair fee | $10,000 | |
| Nominating, Governance & Ethics Chair fee | $5,000 | Increased from $4,500 in FY2025 |
| Capital Committee Chair fee | $5,000 | Increased from $4,500 in FY2025 |
| Committee meeting fee (per meeting) | $1,000 | For committee attendance; no fees for Board meetings |
| Annual equity retainer (grant policy) | $100,000 | Increased from $75,000; granted as restricted stock |
| Benstock FY2025 Director Compensation | Amount |
|---|---|
| Fees earned or paid in cash | $63,333 |
| Stock awards (grant date fair value) | $94,976 |
| Total | $158,309 |
Performance Compensation
| Equity Award (Directors) | Grant Date | Shares | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| Annual restricted stock grant | Aug 15, 2024 | 20,294 | $94,976 | Earlier of Aug 15, 2025 or immediately preceding 2025 Annual Meeting |
- Structure: Director equity is time‑based restricted stock under the 2021 Plan; no performance‑based metrics disclosed for directors. Equity awards vest on time conditions and are intended to align interests with stockholders .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Transactions |
|---|---|---|---|
| Superior Group of Companies, Inc. | Chairman; President & CEO; Director | Not disclosed | No related-party transactions with CRWS reported under Item 404(a) |
| USAmeriBank | Director | Audit Chair (2014–2017) | Bank sold to Valley National Bank in 2017 |
Expertise & Qualifications
- Consumer products operating expertise (decades at Superior) and public company leadership; adds perspective on CRWS’s retail/supply dynamics .
- Prior audit committee chair experience at USAmeriBank, bringing financial oversight skills to CRWS’s Audit Committee .
- Governance capability evidenced by chairing CRWS’s Nominating, Governance & Ethics Committee .
Equity Ownership
| Ownership metric | Value |
|---|---|
| Total beneficial ownership (CRWS) | 35,397 shares; less than 1% of outstanding |
| Unvested restricted shares (FY2025 director grant) | 20,294 shares (vesting Aug 15, 2025 or immediately preceding 2025 Annual Meeting) |
| Director stock ownership guideline | 3x annual cash retainer by the fifth anniversary of election; all directors met or are on track as of FY2025 |
| Hedging/shorting/pledging policy | Prohibited: short‑selling, derivatives, hedging/monetization, margin/pledging CRWS securities |
Governance Assessment
- Strengths:
- Independent status; multiple committee memberships including Chair of Nominating, Governance & Ethics enhances board effectiveness .
- 100% meeting attendance in FY2025 reflects high engagement and reliability .
- Director pay mix emphasizes equity (annual restricted stock grant), supporting alignment with long‑term shareholder value .
- No related‑party transactions involving Benstock disclosed; company maintains formal related‑party review policy .
- Robust insider trading policy (no hedging/pledging) reduces misalignment and risk perception .
- Watch items / potential conflicts:
- External role as Chairman/CEO of Superior Group could pose perceived conflicts if business dealings were to arise; currently, none disclosed with CRWS .
- Administrative compliance note: a Form 4 correction in Aug 2024 affected all non‑employee directors’ restricted stock grants and was promptly amended (not a material red flag) .
Overall signal: High governance engagement (committee leadership, full attendance) and independent status support investor confidence; alignment is reinforced by equity‑heavy director compensation and strict anti‑hedging/pledging policies. No related‑party or interlock conflicts with CRWS are reported to date .
Insider Filings (Compliance)
| Date | Filing | Description |
|---|---|---|
| Aug 16, 2024 | Form 4 | Incorrectly reported 15,221 restricted shares; corrected to 20,294 via Form 4/A on Aug 21, 2024 |