Heena Agrawal
DULUTH HOLDINGSAbout Heena Agrawal
Heena K. Agrawal is Senior Vice President, Chief Financial Officer, and Interim Chief Accounting Officer of Duluth Holdings Inc., appointed effective February 12, 2024; she was 48 at appointment. She holds an MBA (Indiana University Kelley), a Bachelor of Commerce (Narsee Monjee College, India), and has CPA (inactive) and CFA credentials . In fiscal 2024, Duluth’s Annual Incentive Plan for the CFO was 100% tied to Adjusted EBITDA; no payout was made as thresholds were not achieved . Company pay-versus-performance shows cumulative TSR value of $20 for a hypothetical $100 investment in 2024 and a net loss of ($43.7M) for fiscal 2024, contextualizing incentive outcomes during her initial year .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kontoor Brands (Wrangler/Global Supply Chain) | CFO, Global Wrangler and Global Kontoor Supply Chain | Jan 2023–Jan 2024 | Senior finance leadership spanning brand and supply chain finance |
| Kontoor Brands (Wrangler) | CFO, Global Wrangler | Sep 2021–Jan 2023 | Brand CFO responsibilities for Wrangler |
| Underwriters Laboratories | Global Segment CFO, Industrial Segment; Global Division CFO, Connected Technology Appliances & Lighting | Oct 2019–Sep 2021 | Segment/division CFO roles across industrial and connected technology businesses |
| Walgreens Boots Alliance | Various leadership positions; Synergy Leader M&A Integration: Rite Aid | 2012–Sep 2019 | Led integration synergies for Rite Aid transaction; multiple senior finance roles |
| Procter & Gamble | Finance leadership across Oral Care, Gillette/Old Spice, Swiffer & Mr. Clean | 2001–2011 | Drove growth for billion-dollar brands; led Oral-B integration; supply chain finance |
External Roles
- Not disclosed.
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Base salary rate | $470,000 |
| Salary paid | $442,885 |
| Target bonus % of base | 65% |
| Actual bonus paid | $0 (threshold not achieved) |
| All Other Compensation | $123,792 (reimbursed moving expenses) |
Performance Compensation
Annual Incentive Plan (AIP) – FY 2024
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Adjusted EBITDA | 100% | Company-set threshold/targets | Threshold not achieved | $0 | Paid Mar/Apr following year; none paid for FY24 |
Equity Awards (Time-based RS)
| Grant Type | Grant Date | Shares/Value | Vesting Schedule | Conditions/Clawback |
|---|---|---|---|---|
| Inducement Restricted Stock (outside 2015 Plan) | Feb 12, 2024 | 94,000 shares; grant date fair value $470,000 | 47,000 vest on grant date; 47,000 vest on 3rd anniversary (Feb 12, 2027) | First tranche subject to repayment if voluntary termination/for cause within 36 months (100% before 12 months; 75% 12–24 months; 50% 24–36 months). Second tranche requires continued employment through vest date |
Policies and practices: The company states it does not time equity grants around MNPI and historically grants on a predetermined annual schedule; off-cycle awards are used for new hires .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 216,093 Class B shares; “*” indicates <1% of outstanding |
| Shares outstanding reference | Class B shares outstanding 32,628,247 as of record date |
| Vested vs. unvested | 47,000 shares unvested at FY24 year-end (market value $137,240 at $2.92 close on Jan 31, 2025) |
| Options outstanding | None; company notes no options or other rights outstanding as of proxy date |
| Stock ownership guidelines | Vice Presidents and Senior Vice Presidents: 1x base salary; five years to comply; all participants currently comply |
| Hedging/pledging | Hedging (including derivatives/short sales) prohibited under Insider Trading Policy |
Vesting/selling dynamics: next time-based vest of 47,000 shares on Feb 12, 2027 (employment-contingent). Immediate tranche vested on grant but subject to repayment on specified separation scenarios within 36 months, which tempers early departure incentives .
Employment Terms
| Plan/Agreement | Cash Severance | Bonus Treatment | Health Benefits | Outplacement | Triggers/Notes |
|---|---|---|---|---|---|
| Executive General Severance Plan | 0.75x base salary (lump sum) | Pro rata actual bonus for year of termination (paid with management bonuses) | COBRA premium reimbursement for 9 months, grossed-up to after-tax (ceases if other coverage obtained) | Not specified in General Plan | Qualifying termination: involuntary not for cause or voluntary for good reason; restrictive covenants required; equity per plan/award terms |
| Executive Change in Control Severance Plan | 2.0x (base salary + target annual bonus) (lump sum) | Pro rata target bonus for year of termination | COBRA premium reimbursement for 18 months, grossed-up to after-tax | Outplacement up to $30,000 (until earlier of 12 months or re-employment) | Double-trigger: qualifying termination within 6 months prior to, upon, or within 24 months post-CIC; restrictive covenants required; equity per plan/award terms |
| Employment agreement | Not party to an employment agreement; compensated per offer letter (Comp Committee oversight) |
Clawback: Company maintains an executive compensation recovery policy applicable to restatements; in connection with a fiscal 2023 restatement, no recovery was required because no incentive compensation was paid for the applicable year .
Investment Implications
- Pay-for-performance alignment: CFO’s FY24 bonus was 100% tied to Adjusted EBITDA and paid zero due to under-threshold results; equity is predominantly time-based RS with meaningful service/forfeiture conditions, which balances retention with lower performance sensitivity versus PSUs/options .
- Retention and selling pressure: A clear retention hook exists via the 47,000-share tranche vesting on Feb 12, 2027; the immediate tranche is subject to partial/total repayment upon early separation within 36 months, reducing incentives to depart and potentially moderating near-term selling pressure .
- Alignment and risk controls: Beneficial ownership is <1% but stock ownership guidelines require 1x salary for SVPs and the company states all participants are in compliance; hedging is prohibited, and no options are outstanding, reducing repricing/hedging risks .
- Downside protection in CIC: CIC severance at 2.0x base + target bonus with health benefit gross-ups and outplacement is relatively protective, signaling retention priority during strategic change; equity acceleration is governed by plan/award terms (not specified), warranting review upon transactions .
- Governance and clawback: An enforceable clawback was applied to a restatement period (no recovery needed due to no incentives paid), and equity grant timing policies seek to avoid MNPI timing, which are positive governance markers .
Overall, Agrawal’s package emphasizes retention through time-based equity and standard-to-robust severance protection, with cash incentives tightly linked to EBITDA. Near-term incentive sensitivity to shareholder returns is limited (no PSUs disclosed), but ownership guidelines, hedging prohibitions, and vesting structure partially align interests; watch for any shift toward performance-based equity in future grants and monitor vesting/sale activity into 2027 for supply dynamics .