Robert Molloy
About Robert Molloy
Robert S. Molloy is General Counsel and Secretary of Destination XL Group (DXLG), with an employment agreement dated January 7, 2010, implying a 15+ year tenure as the company’s top legal officer . In fiscal 2024, DXLG faced a challenging retail backdrop (comparable sales -10.6%) yet preserved profitability and positive free cash flow ($1.9M) on $29.6M cash from operations and $27.7M capex; cash and investments ended at $48.4M with no debt, informing lower performance-based payouts to NEOs including Molloy . Long-term incentive outcomes tied to relative TSR show mixed but credible performance: 2021–2023 LTIP paid at 150% (1st quartile), while 2022–2024 LTIP paid at 100% (2nd quartile), supporting pay-for-performance alignment under the committee’s framework .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Destination XL Group | General Counsel and Secretary | 2010–present | Leads legal, governance and compliance; executive personal goals tied to corporate governance, legal/ethical compliance, and organizational legal support . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 384,942 | 393,423 | 394,462 |
| All Other Compensation ($) | 28,295 | 29,302 | 28,546 |
| Perquisite detail (FY 2024) | — | — | Auto: $8,400; 401(k) match: $12,075; LT healthcare: $4,818; Supp. disability: $3,253; Total: $28,546 |
| Target AIP (% of earned salary) | — | — | 50% (Molloy) |
Performance Compensation
Annual Incentive Plan (AIP) – FY 2024
- Structure: Two-tier design. TIER I uses corporate Sales and Adjusted EBITDA plus departmental goals; for Molloy (non-operating function), corporate financial metrics comprise 80% of award opportunity; TIER II uses relative Comparable Sales and Adjusted EBITDA Margin quartile ranking (each 40%) vs. peers; personal goals are 20% of award. Molloy target participation: 50% of earned salary; max 150% on TIER I corporate targets and 100% on TIER II .
- Outcome: Company achieved TIER II; Molloy’s AIP payout was 50% of target ($98,616) .
| Metric | Weighting | Target | Actual | Payout | Vesting/Payment timing |
|---|---|---|---|---|---|
| TIER I: Sales (Corporate) | Part of 80% (for Molloy) | Not disclosed (company policy) | Not disclosed; Company did not disclose targets | 0% under TIER I (overall payout under TIER II) | Cash, approved April 2025 |
| TIER I: Adjusted EBITDA (Corporate) | Part of 80% | Not disclosed | Not disclosed | 0% under TIER I | Cash |
| TIER II: Comparable Sales | 40% | Quartile ranking vs peers | Met tier for payout (relative basis) | Included in overall 50% of target | Cash |
| TIER II: Adjusted EBITDA Margin | 40% | Quartile ranking vs peers | Met tier for payout (relative basis) | Included in overall 50% of target | Cash |
| Individual goals (SMART) | 20% | CEO-approved goals (governance, compliance, legal support) | Achieved in line with overall payout | Included in overall 50% of target | Cash |
AIP cash received in FY 2024 compensation line-items:
- AIP cash: $98,616; LTIP (performance-based) cash component (2022–2024): $67,550; time-based LTIP cash tranches: $16,407 (2020–2022), $24,610 (2021–2023), $16,887 (2022–2024), $16,888 (2023–2025); Total non-equity cash: $240,958 .
Long-Term Incentive Plans (LTIP)
- 2022–2024 LTIP (Performance): Metric = 3-yr relative TSR vs 2022 proxy peers; Target = 2nd quartile; Actual = 2nd quartile; Payout = 100%. Molloy award granted April 1, 2025: $67,550 RSUs + $67,550 cash, subject to vesting through August 31, 2025 .
- 2024–2026 LTIP (Time-based RSUs): Grant-date fair value $67,549; vesting 25% on April 1, 2025, 2026, 2027, 2028 .
- Summary Compensation Stock Awards (FY 2024): $135,099 = $67,550 (2022–2024 LTIP performance RSUs) + $67,549 (2024–2026 LTIP time-based RSUs) .
| LTIP Program | Metric | Weighting | Target | Actual | Payout | Form | Vesting |
|---|---|---|---|---|---|---|---|
| 2022–2024 | 3-yr relative TSR | 100% | 2nd quartile | 2nd quartile | 100% | 50% cash / 50% RSUs | RSUs/cash with vesting through Aug 31, 2025 |
| 2024–2026 (time) | Service | — | — | — | — | RSUs | 25% annually: Apr 1, 2025–2028 |
Multi‑Year Compensation (Summary)
| Component ($) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary | 384,942 | 393,423 | 394,462 |
| Stock Awards | 165,988 | 67,549 | 135,099 |
| Non‑Equity Incentive (AIP + LTIP cash) | 434,942 | 458,060 | 240,958 |
| All Other Compensation | 28,295 | 29,302 | 28,546 |
| Total | 1,014,167 | 948,334 | 799,065 |
Equity Ownership & Alignment
Beneficial Ownership and Options
| As of (Record Date) | Shares Beneficially Owned | % of Class | Options Exercisable within 60 days |
|---|---|---|---|
| June 12, 2023 | 418,852 | <1% | 197,446 |
| June 12, 2024 | 420,572 | <1% | 172,952 |
| June 13, 2025 | 450,185 | <1% | 190,597 |
- Insider policy: No hedging and no pledging of Company securities; DXLG maintains a formal Securities Trading Policy administered by the General Counsel .
- Management stock ownership guidelines: Not currently in place for senior management (directors have mandated equity) .
Outstanding Equity Awards (FY 2024 year‑end)
Options (exercise price; expiration):
- 125,731 exercisable @ $0.53; exp. 6/11/2030
- 32,934 exercisable and 17,645 unexercisable @ $0.69; exp. 3/8/2031
- 14,287 exercisable @ $0.75; exp. 3/9/2031
Unvested RSUs at FY-end (DXLG $2.72 close on Feb 1, 2025):
- 6,728 (2022–2024 LTIP RSUs), MV $18,300; vest remainder on Apr 1, 2025 and Apr 1, 2026
- 11,540 (2023–2025 LTIP RSUs), MV $31,389; vest on Apr 1, 2025–2027
- 19,028 (2024–2026 LTIP RSUs), MV $51,756; vest on Apr 1, 2025–2028
Insider selling/monetization signals:
- FY 2023: Exercised 80,000 options, value realized $284,966; vested 31,961 shares (stock awards), value $154,374 .
- FY 2024: Exercised 20,000 options, value realized $69,406; vested 7,211 shares, value $24,459 .
Employment Terms
- Agreement/term: NEO agreements (including Molloy) continue until terminated by either party; eligible for AIP and standard benefits .
- Severance (non‑CoC): If terminated other than for “justifiable cause,” disability or death, severance equals five months of base salary (includes one month notice), subject to release .
- Change‑of‑Control (double trigger): If terminated without cause or resigns for “good reason” within 1 year post‑CoC, cash severance equals 12 months of highest base salary in the 6 months before CoC, subject to release and potential 280G cutback; the program uses double‑trigger provisions .
- Non‑compete and confidentiality: One‑year non‑compete in “big & tall” retail; confidentiality covenants apply .
- Clawbacks: Dodd‑Frank/Nasdaq‑compliant clawback plus additional policy and plan-level provisions .
- No SERP/deferral: No pension, no non‑qualified deferred comp for executives .
- No tax gross‑ups on severance; no option repricing; no hedging/pledging .
Estimated potential payments (as of Feb 1, 2025):
| Scenario | Continued Base Salary | AIP (actual) | Time-Based Awards | Performance-Based Comp | Total |
|---|---|---|---|---|---|
| Qualifying Termination | $198,790 | $98,616 | $197,980 | $270,363 | $765,749 |
| Qualifying Termination due to CoC | $397,580 | $98,616 | $197,980 | $270,363 | $964,539 |
Performance & Track Record
- Company context FY 2024: Comps -10.6%; cash/investments $48.4M; no debt; CFO $29.6M; capex $27.7M; FCF $1.9M .
- Pay vs performance: 2024 pay decreased YoY for NEOs with lower performance payouts; Molloy’s total compensation fell 15.7% YoY; realized pay also declined 42.6% YoY, consistent with “at-risk” structure .
- LTIP performance metrics (relative TSR): 2021–2023 paid at 150% (top quartile); 2022–2024 at 100% (2nd quartile) .
Compensation Governance & Say‑on‑Pay
- Independent consultant: Segal advises Compensation Committee; benchmarking vs retail peers .
- Say‑on‑Pay: 89.4% support at 2024 annual meeting .
- Risk alignment: multi‑metric AIP, caps, clawbacks; no hedging/pledging; no SERP; no stock ownership requirement for management (directors have guidelines) .
Investment Implications
- Alignment and incentives: Molloy’s pay mix (AIP + multi‑year LTIPs with relative TSR) is sensitive to operating and market performance, with FY 2024 payouts reduced as sales lagged, while relative TSR plans still paid at target—indicating balanced incentives through cycles .
- Insider supply/vest overhang: Unvested RSUs across three LTIPs vest ratably through Apr 2028; options are deep in‑the‑money (strikes $0.53–$0.75), with notable exercises in FY 2023 and FY 2024. Expect ongoing, programmatic selling potential as tranches vest/exercises occur, subject to blackouts and policy .
- Retention risk: Severance is modest (five months base; CoC at 12 months base, double‑trigger), which limits windfalls yet may elevate external poaching risk versus peers with richer protections; however, equity vesting and continued LTIP cycles provide retention hooks .
- Governance quality: No hedging/pledging, robust clawbacks, independent oversight, and positive say‑on‑pay support investor alignment; absence of management stock ownership guidelines is a minor gap relative to best practice but mitigated by meaningful equity holdings and ongoing LTIP participation .