Anthony Gaeta
About Anthony Gaeta
Anthony J. Gaeta is Destination XL Group’s Chief Stores and Real Estate Officer and a named executive officer. He was named Chief Stores and Real Estate Officer in April 2023; his responsibilities tie directly to store operations and real estate, with departmental performance metrics embedded in annual incentives (store payroll as a % of sales, net promoter score, and conversion) . Company performance context during his recent tenure: fiscal 2024 comparable sales declined 10.6% and Adjusted EBITDA was $19.9 million, leading to below‑plan outcomes on TIER I AIP metrics but partial payout on TIER II (relative Adjusted EBITDA margin) and personal goals; the five-year pay-versus-performance table shows 2024 Adjusted EBITDA of $19.913 million and cumulative TSR value of $245.05 (initial $100) versus $374.77 the prior year .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Destination XL Group | Chief Stores & Real Estate Officer | Apr 2023 – Present | Owns store operations metrics included in AIP (payroll/sales, NPS, conversion) and contributes to relative performance tiering; departmental results influenced AIP outcomes |
External Roles
- No external directorships or roles disclosed in the latest proxies.
Fixed Compensation
| Year | Base Salary ($) | Target AIP (% of earned salary) | Actual AIP Cash Payout ($) | Other Compensation (key items) |
|---|---|---|---|---|
| 2024 | 408,769 | 50% | 102,192 | Auto allowance $8,400; 401(k) match $12,075; supplemental disability $3,573 |
| 2023 | 391,827 | 50% | 186,118 | Auto allowance $8,562; 401(k) $11,550; supplemental disability $3,566 |
| 2022 | 322,115 | 50% (AIP structure continued; see 2023/2024 design) | 352,030 (includes AIP and time-vested cash tranches; see detail below) | All other comp $22,565 |
Notes
- Promotion and salary increase: Named Chief Stores & Real Estate Officer in April 2023; salary increased from $325,000 to $400,000, with a subsequent 3% merit increase post‑fiscal 2023 .
- AIP structure includes a two‑tier design since 2023 to balance absolute plan targets (TIER I) and relative performance vs. peers (TIER II) .
Performance Compensation
Annual Incentive Plan (AIP) – Design and Outcomes
| Metric (FY2024) | Weight – Gaeta | Target | Actual | Payout % |
|---|---|---|---|---|
| Sales (TIER I) | 20% | $535.2M | $467.0M | 0.0% |
| Adjusted EBITDA (TIER I) | 20% | $39.0M | $19.9M | 0.0% |
| Comparable Sales (TIER II) | 40% | Top quartile | 4th quartile | 0.0% |
| Adjusted EBITDA Margin (TIER II) | 40% | Top quartile | 2nd quartile | 30.0% |
| Individual Goals | 20% | 20% target | Varied by NEO; discretionary at target | 20.0% |
- Departmental store metrics (Gaeta’s remit): FY2024 NPS target 79 vs actual 80 (150%); store conversion achieved 77% of target; certain payroll and traffic metrics were below threshold. Absent TIER II, some TIER I departmental metrics would have paid out for Gaeta, but the plan pays the higher of TIER I or TIER II outcomes .
- FY2024 AIP payout: 50% of target for Gaeta ($102,192) .
- FY2023 AIP payout: 95% of target for Gaeta ($186,118) under TIER II (2nd quartile comps; top quartile EBITDA margin) .
Long‑Term Incentive Plan (LTIP) – Structure and Awards
- LTIPs are 50% time‑based (cash + RSUs) and 50% performance‑based (relative 3‑year TSR vs disclosed peers; payout 0–150%) with additional vesting through the following August 31 after performance period end .
- Performance metric: single measure, three‑year relative TSR (2nd quartile = 100%; 1st = 150%; 4th = 0%) .
| LTIP Cycle | Performance Result | Gaeta Award (RSUs) | Gaeta Award (Cash) | Vesting Notes |
|---|---|---|---|---|
| 2022–2024 | 2nd quartile (100% payout) | $56,875 (granted 4/1/25; vest through 8/31/25) | $56,875 (granted 4/1/25; vest through 8/31/25) | |
| 2024–2026 (time‑based portion) | N/A | 19,718 RSUs; 25% vest each Apr 1, 2025–2028 | Time‑based cash tranches parallel the RSUs | |
| 2023–2025 (time‑based portion) | N/A | 9,716 RSUs; 25% vest each Apr 1, 2025–2027 (first tranche vested May/Apr 2024 per plan cadence) | Time‑based cash tranches parallel the RSUs | |
| 2022–2024 (time‑based portion) | N/A | 5,664 RSUs; remaining tranches vest Apr 1, 2025 and Apr 1, 2026 | Time‑based cash tranches parallel the RSUs |
Equity Ownership & Alignment
| Ownership detail (as of Jun 13, 2025) | Amount |
|---|---|
| Total beneficial ownership | 380,944 shares; less than 1% of outstanding |
| Options exercisable within 60 days | 217,688 shares |
| Outstanding options (strike/exp.) | 146,108 @ $0.53 exp 6/11/2030; 41,642 + 13,880 unexercisable @ $0.69 exp 3/8/2031; 16,058 @ $0.75 exp 3/9/2031 |
| Unvested RSUs (key grants) | 5,664 (2022–24), 9,716 (2023–25), 19,718 (2024–26) with stated vest cadence |
| Hedging/pledging | Prohibited for directors, officers, employees per Insider Trading Policy |
| Stock ownership guidelines | None for senior management (directors must reach 3x retainer) |
Alignment assessment
- Significant in‑the‑money options at $2.72 reference price vs $0.53/$0.69/$0.75 strikes as of Feb 1, 2025; multiple upcoming RSU tranches through 2028 align retention with performance timelines .
- No pledging allowed; no management ownership guideline, which modestly weakens formal alignment relative to peers .
Employment Terms
- Employment agreement (NEO form): If terminated without “justifiable cause,” severance equals five months’ base salary (conditioned on release); 12 months’ base salary upon qualifying termination within one year post‑change‑of‑control (or resignation for “good reason”); non‑compete/non‑solicit for one year in big‑and‑tall specialty retail .
- Estimated potential payouts (as of Feb 1, 2025):
- Qualifying termination: $718,503 total (base salary continuation $206,000; AIP $102,192; LTIP time‑based $173,948; LTIP performance‑based $236,363) .
- Qualifying termination due to change in control: $924,503 total (base salary $412,000; AIP $102,192; LTIP time‑based $173,948; LTIP performance‑based $236,363) .
- Clawbacks: Dodd‑Frank/Nasdaq‑compliant clawback for incentive comp on restatement; additional clawbacks in employment agreements and LTIPs .
- No tax gross‑ups; double‑trigger vesting for CIC; no hedging/pledging .
Multi‑Year Compensation Summary (Gaeta)
| Metric ($) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary | 322,115 | 391,827 | 408,769 |
| Stock Awards | 134,310 | 56,872 | 126,874 |
| Non‑Equity Incentive (AIP + LTIP cash/time tranches) | 352,030 | 400,383 | 219,772 |
| All Other Compensation | 22,565 | 23,678 | 24,048 |
| Total | 831,020 | 872,760 | 779,463 |
Performance & Track Record
- Store operations metrics under Gaeta’s remit showed mixed performance in FY2024: NPS exceeded target (80 vs 79) at 150% payout; store conversion achieved 77% of target; several traffic and payroll efficiency metrics were below threshold; AIP paid via relative tiering (TIER II) and personal goals at 50% of target for Gaeta .
- FY2023 AIP paid at 95% of target for Gaeta on the back of relative performance (2nd quartile comps, top quartile EBITDA margin) despite missing absolute plan targets, indicating resilience on a peer‑relative basis .
- Company context: FY2024 comps −10.6%, inventory down 6.8%, cash/investments $48.4M with no debt; free cash flow positive; highlights disciplined operations amid sector softness .
Compensation Structure Analysis
- Emphasis on at‑risk pay: AIP target 50% of salary for Gaeta; LTIPs 50% time‑based and 50% performance‑based (3‑yr relative TSR) .
- Flex to relative performance: Two‑tier AIP reduces cyclicality risk; in both FY2023 and FY2024, TIER II (peer‑relative) drove payouts when absolute plan targets missed, balancing retention with performance alignment .
- No repricing; no tax gross‑ups; double‑trigger CIC; comprehensive clawbacks; no hedging/pledging—favorable governance posture .
Risk Indicators & Red Flags
- Section 16 reporting: note of late Form 4 filings on April 10, 2024, including for Gaeta, reporting RSU vesting—administrative timing issue noted across several officers; no indication of misconduct .
- No related‑party transactions disclosed for FY2024; say‑on‑pay support remained high (89.4% in 2024), reducing governance friction risk .
Equity Vesting Schedules and Potential Selling Pressure
| Instrument | Quantity | Vesting / Expiration |
|---|---|---|
| RSUs (2022–2024 time‑based) | 5,664 | Vest Apr 1, 2025 and Apr 1, 2026 |
| RSUs (2023–2025 time‑based) | 9,716 | Vest Apr 1, 2025, Apr 1, 2026, Apr 1, 2027 |
| RSUs (2024–2026 time‑based) | 19,718 | Vest Apr 1, 2025, 2026, 2027, 2028 |
| Options | 146,108 @ $0.53 exp 6/11/2030; 41,642 (+13,880 unex.) @ $0.69 exp 3/8/2031; 16,058 @ $0.75 exp 3/9/2031 | Multiple near‑ and medium‑term expiries could contribute to periodic liquidity events |
Employment Terms (Detail)
- Severance: 5 months base salary if terminated without cause; 12 months base salary upon qualifying termination post‑CIC; non‑compete/non‑solicit 1 year (big & tall specialty retail) .
- Estimated payouts for Gaeta (as of 2/1/25): $718,503 (qualifying termination) vs $924,503 (qualifying termination due to change in control) .
Investment Implications
- Alignment and retention: Meaningful in‑the‑money options plus staged RSU vesting through 2028 create retention hooks and align Gaeta with shareholder outcomes; prohibitions on hedging/pledging and robust clawbacks support governance quality .
- Pay‑for‑performance design: AIP’s relative tier and LTIP’s pure relative TSR metric link payouts to peer‑relative execution; FY2023/24 payouts demonstrate the framework’s ability to reward outperformance even in a down cycle, supporting management stability through volatility .
- Risk/overhang: Upcoming April RSU vesting waves (2025–2028) and low option strikes may contribute to periodic selling pressure; overall beneficial ownership is <1% for Gaeta, but cumulative option/RSU exposure is material .
- Downside mitigants: No gross‑ups, double‑trigger CIC, and defined non‑compete reduce shareholder-unfriendly outcomes in transitions; say‑on‑pay support (89.4% in 2024) suggests investor acceptance of the program’s structure .