Peter Stratton
About Peter Stratton
Executive Vice President, Chief Financial Officer and Treasurer of DXLG; principal financial officer and 10-K signatory with SOX certifications . DXLG’s recent performance context: fiscal 2024 comparable sales declined 10.6%, cash/investments were $48.4m with no debt, cash from operations $29.6m, capex $27.7m, and free cash flow $1.9m . Over 2020–2024, the company-reported TSR rose from a $100 base to $245.05 in 2024 and Adjusted EBITDA was $19.9m in 2024 (after $55.9m in 2023), underscoring variable pay outcomes .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Destination XL Group (DXLG) | EVP, Chief Financial Officer & Treasurer | ≥2017–present | Principal financial officer; signs 10-K; responsible for financial reporting and controls |
External Roles
- No external public-company directorships are listed for Mr. Stratton in the 2025 proxy; the board slate comprises other named directors .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 405,846 | 414,827 | 415,923 |
| Target Annual Bonus (% of salary) | 60% (AIP target participation) | 60% | 60% |
| AIP Cash Payout ($) | — | 224,007 (2023 AIP) | 124,777 (2024 AIP) |
| All Other Compensation ($) | 26,172 | 27,122 | 27,498 |
| All Other – Detail | — | — | Auto $8,400; 401(k) $12,075; LTC Premiums $3,885; Supplemental Disability $3,063; Other $75 |
Notes:
- 2024 AIP structure (for CFO): TIER I corporate metrics (Sales, Adjusted EBITDA) 80% weight; TIER II relative metrics (Comparable Sales, Adjusted EBITDA Margin) 80% weight alternative; Individual goals 20% . 2024 AIP paid at 50% of target for CFO ($124,777) .
Performance Compensation
Annual Incentive Plan (AIP) – 2024
| Metric | Weight (CFO) | Target | Actual | Payout % |
|---|---|---|---|---|
| TIER I – Sales | 40% | $535.2m | $467.0m | 0.0% |
| TIER I – Adjusted EBITDA | 40% | $39.0m | $19.9m | 0.0% |
| TIER II – Comparable Sales (relative) | 40% | Top Quartile | 4th Quartile | 0.0% |
| TIER II – Adjusted EBITDA Margin (relative) | 40% | Top Quartile | 2nd Quartile | 30.0% |
| Individual Goals | 20% | 20% | Varied | 20.0% |
- Result: CFO total AIP payout 50% of target; cash paid $124,777 .
Long-Term Incentive Plans (LTIPs)
| LTIP Cycle | Component | Weight | Metric | Target | Status/Vesting |
|---|---|---|---|---|---|
| 2022–2024 | Performance-based | 50% | 3-yr Relative TSR vs 2022 peers | 2nd quartile | Achieved 2nd quartile (100%); awarded $91,575 cash and $91,575 RSUs on 4/1/2025; further vesting through 8/31/2025 |
| 2024–2026 | Time-based | 50% | Time vest | — | RSUs granted (grant-date fair value $91,572) vest 25% on 4/1/2025, 4/1/2026, 4/1/2027, 4/1/2028 |
| 2023–2025 | Performance-based | 50% | 3-yr Relative TSR vs 2023 peers | 2nd quartile target scale | Vests, if earned, on 8/31/2026; payout form at committee discretion (cash/RSUs) |
| 2024–2026 | Performance-based | 50% | 3-yr Relative TSR vs 2024 peers | 2nd quartile target scale | Vests, if earned, on 8/31/2027; payout form at committee discretion |
2024 Equity and Cash Awards Detail
| Type | Amount/Units |
|---|---|
| Stock Awards (2024 total) | $183,147 ($91,575 from 2022–2024 LTIP performance RSUs; $91,572 from 2024–2026 time-based RSUs) |
| Non-Equity Incentive (2024 total) | $305,343 (AIP + LTIP cash/time-based cash tranches) |
| 2024 Plan-Based Grants (CFO) | AIP target $249,554; 2024–2026 time-based RSUs 25,795 units (grant-date fair value $91,571); 2024–2026 performance-based target $91,575 (assumes 50% equity, 50% cash if achieved) |
Vesting/Realization in 2024
| Name | Options Exercised (#) | Value on Exercise ($) | Stock Awards Vested (#) | Value on Vesting ($) |
|---|---|---|---|---|
| Peter H. Stratton, Jr. | — | $— | 9,775 | $33,156 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 539,484 shares (1.0% of class); includes 286,096 options exercisable within 60 days |
| Options Outstanding (as of FY-end) | 175,636 exercisable @ $0.53 exp. 6/11/2030; 55,758 exercisable and 18,586 unexercisable @ $0.69 exp. 3/8/2031; 36,116 exercisable @ $0.75 exp. 3/9/2031 |
| RSUs Unvested (time-based) | 9,121 (2022–2024 LTIP); 15,644 (2023–2025 LTIP); 25,795 (2024–2026 LTIP) |
| Moneyness Context | Company used $2.72 close (2/1/2025) for valuations; strikes $0.53–$0.75 indicate in-the-money options at FY-end |
| Hedging/Pledging | Prohibited for officers; no hedging/pledging of Company securities allowed |
| Ownership Guidelines (Mgmt) | No formal stock ownership guidelines for senior management; directors have equity retainer requirements |
Employment Terms
| Provision | CFO Terms |
|---|---|
| Agreement/Term | Second Amended & Restated Employment Agreement (Nov 27, 2017) referenced in 10-K exhibits |
| Severance (non-CIC) | 5 months of base salary upon termination without “justifiable cause,” subject to release; plus AIP/LTIP treatment per plan terms |
| Severance (CIC) | If terminated without cause or resigns for good reason within 1 year post-CIC: 12 months of highest base salary in prior 6 months (subject to 280G cutback), subject to release |
| Non-Compete/Non-Solicit | 1-year post-termination non-compete in men’s big-and-tall specialty retail; confidentiality covenants |
| Potential Payments (as of 2/1/2025) | Non-CIC Qualifying Termination: Base $209,605; AIP $124,777; Time-based awards $250,124; Performance-based $366,521; Total $951,027 |
| Potential Payments (CIC) | CIC Qualifying Termination: Base $419,210; AIP $124,777; Time-based $250,124; Performance-based $366,521; Total $1,160,632 |
| Clawbacks | Dodd-Frank/Nasdaq-compliant executive clawback for incentive comp upon restatements; additional clawbacks in agreements/LTIPs |
| Tax Gross-Ups | Company policy: no tax gross-ups on severance |
Compensation Structure Analysis
- Pay mix and alignment: CFO’s pay is weighted toward at-risk components (AIP, LTIP). 2024 AIP paid at 50% due to underperformance on Sales/Adjusted EBITDA and relative Comparable Sales, with partial credit on relative Adjusted EBITDA Margin, consistent with below-plan operating results .
- LTIP metric simplicity: Single performance metric (3-year relative TSR) for in-flight LTIPs; time-based RSUs comprise 50% for retention with predictable vest dates (April 1 annually) .
- No repricing/gross-ups; hedging/pledging prohibited; clawbacks in place—shareholder-friendly features .
- Peer benchmarking: Peer group focused on specialty retail apparel; 2025 update removed Delta Apparel (bankruptcy) and added Allbirds; CEO target pay set near peer median; NEOs benchmarked via Korn Ferry framework (signals moderate pay positioning) .
Multi-Year Compensation (Summary)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 405,846 | 414,827 | 415,923 |
| Stock Awards ($) | 195,263 | 91,571 | 183,147 |
| Non-Equity Incentive ($) | 526,585 | 514,760 | 305,343 |
| All Other Comp ($) | 26,172 | 27,122 | 27,498 |
| Total ($) | 1,153,866 | 1,048,280 | 931,911 |
Company Performance Context (Pay vs Performance Table excerpts)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Total Shareholder Return ($, $100 base) | 72.07 | 390.09 | 663.06 | 374.77 | 245.05 |
| Net Income (Loss) ($000s) | (64,538) | 56,713 | 89,123 | 27,854 | 3,055 |
| Adjusted EBITDA ($000s) | (24,197) | 76,862 | 73,808 | 55,893 | 19,913 |
Governance, Say-on-Pay, and Peer Group
- Say-on-Pay support: 89.4% approval at 2024 Annual Meeting .
- Compensation consultant(s): Segal (CEO review in Aug-2023); Korn Ferry job leveling informs NEO benchmarking .
- 2024 peer group examples: Big 5 Sporting Goods; Build-A-Bear; Cato; Citi Trends; Duluth; J.Jill; Kirkland’s; Movado; Rocky Brands; Shoe Carnival; Tilly’s; Vera Bradley; Vince; Zumiez; updated 2025: removed Delta Apparel, added Allbirds .
Equity Overhang and Plan Capacity (FY-end)
- Securities to be issued upon exercise/settlement: 4,785,241; weighted-average option exercise price $0.65; shares available for future issuance: 8,073,450 (includes Director Plan capacity) .
Risk Indicators & Red Flags
- Clawbacks in place; no hedging/pledging; no option repricing; no severance gross-ups—supporting governance hygiene .
- 2024 performance dip (sales/EBITDA) led to lower AIP payouts, indicating pay sensitivity to results .
Investment Implications
- Alignment: High option moneyness (strikes $0.53–$0.75 vs $2.72 close at FY-end) and unvested RSUs create meaningful equity exposure; hedging/pledging bans strengthen alignment .
- Near-term selling pressure: Time-based RSU tranches vest April 1 (2025–2028) and 2022–2024 LTIP RSU/cash balance vests through August 31, 2025, creating scheduled liquidity windows; monitor 10b5-1 plans and Form 4s around these dates .
- Retention: Non-CIC severance is modest (≈5 months base), with CIC protection at 12 months base—balanced retention without excessive parachute; a one-year sector non-compete also supports transition stability .
- Pay-for-performance: Single-metric TSR LTIP plus multi-metric AIP (including relative TIER II) drove a 50% AIP payout amid weak 2024 sales/EBITDA—credibly tightening realized pay in down year .
- Shareholder sentiment: Strong Say-on-Pay (89.4%) and standard governance features reduce compensation-related risk premia .