Willem Mesdag
About Willem Mesdag
Independent director since January 2014 (age 71 as of June 13, 2025). Managing Partner of Red Mountain Capital Partners LLC; Senior Advisor at HPS Investment Partners since May 2019; previously Partner and Managing Director at Goldman Sachs (joined 1981) and a securities lawyer at Ballard Spahr (joined 1978). Current board service includes Heidrick & Struggles International, Inc., where he chairs the Audit & Finance Committee and serves on the Human Resources & Compensation Committee; qualifies as an SEC “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goldman Sachs & Co. | Partner & Managing Director | Not disclosed (joined 1981) | International investment banking and finance experience |
| Ballard, Spahr, Andrews & Ingersoll | Securities Lawyer | Not disclosed (joined 1978) | Legal background in securities |
External Roles
| Organization | Role | Status | Committees/Impact |
|---|---|---|---|
| Red Mountain Capital Partners LLC | Managing Partner | Current | Investor’s perspective; significant shareholder in DXLG via affiliated entities |
| HPS Investment Partners | Senior Advisor | Since May 2019 | Global investment firm advisory role |
| Heidrick & Struggles International, Inc. | Director | Current | Chair, Audit & Finance; Member, Human Resources & Compensation |
| Prior public company boards | Director | Prior | 3i Group plc; Cost Plus, Inc.; Encore Capital Group, Inc.; Nature’s Sunshine Products, Inc.; Skandia AB; Yuma Energy, Inc. |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee Chair; not on Nominating & Corporate Governance or Cybersecurity & Data Privacy committees per 2025 matrix .
- Independence: Board majority is independent; Mesdag is independent under Nasdaq rules and an “audit committee financial expert” .
- Attendance: Board met 12 times in fiscal 2024; all directors attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Committee activity: Audit Committee met 6 times; Compensation Committee met 3 times in fiscal 2024 .
- Governance practices: Independent Non‑Executive Chairman since 2019; independent executive sessions held at least semi‑annually; no hedging/pledging of company stock; director stock ownership guidelines require 60% of retainer in equity until ownership equals ≥3× annual retainer .
Fixed Compensation
| Component (FY 2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | $0 |
| Stock Awards ($) | $144,991 |
| Option Awards ($) | — |
| Total ($) | $144,991 |
Director Retainer Structure (FY 2024):
- Independent director quarterly retainer: $33,750; Compensation Committee Chair quarterly retainer: $2,500; Audit Committee Chair quarterly retainer: $5,000; Chairman/Lead Director quarterly retainer: $10,000 .
- Mesdag elected to receive 100% of director compensation as deferred common stock in fiscal 2024, enhancing ownership alignment .
Performance Compensation
| Program | Metric | Measurement Period | Award Mix | Establish Date |
|---|---|---|---|---|
| Long-Term Incentive Plan (2025–2027, for executives) | Relative TSR vs 2025 peer group | 3 years | 50% RSUs; 50% cash | April 1, 2025 |
- No performance-based director awards or stock option grants in fiscal 2024; director equity is issued as unrestricted shares or deferred stock under the Director Plan .
Other Directorships & Interlocks
| Company | Shared Relationships/Exposure | Potential Interlock Risk |
|---|---|---|
| Heidrick & Struggles International, Inc. | Mesdag chairs Audit & Finance; member HR & Compensation | No DXLG-related conflicts disclosed |
| Red Mountain Capital Partners LLC & affiliates | Significant beneficial ownership of DXLG through affiliated entities | Influence via 5.7% beneficial ownership; no related-party transactions disclosed in FY 2024 |
Expertise & Qualifications
- Financial expertise: SEC-designated audit committee financial expert; deep background in investment banking and finance .
- Governance and investor perspective: Extensive public board experience; compensation oversight as Committee Chair .
- Legal foundation: Early-career securities law experience .
Equity Ownership
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 3,118,067 shares; 5.7% of outstanding |
| Deferred Stock | 524,309 shares receivable upon separation from the Board |
| Ownership Breakdown (2,593,758 shares owned via entities) | 420,286 Mesdag Family Limited Partnership; 97,529 Mesdag Family Foundation; 44,746 2012 Mesdag Trust; 1,763,373 Red Mountain Capital Partners LLC; 267,824 Red Mountain Capital Management Inc. (Mesdag disclaims beneficial ownership except to extent of pecuniary interest) |
| Stock Ownership Guidelines | Directors must receive 60% of retainer in equity until ownership ≥3× annual retainer; sale restrictions apply to required equity; no hedging/pledging permitted |
Governance Assessment
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Strengths:
- Independent director with financial expert designation; active roles on Audit and Compensation committees; solid meeting cadence and attendance .
- Robust governance policies (no hedging/pledging, clawback compliant with SEC/Nasdaq; independent executive sessions; majority independent board) .
- Pay-for-performance oversight: As Compensation Committee Chair, approved 2025–2027 executive LTIP using 3‑year relative TSR; no discretionary executive awards in FY 2024; no 280(g) tax gross‑ups in executive employment agreements .
- Shareholder support: 2024 say‑on‑pay approval at 89.4%; annual say‑on‑pay cadence reaffirmed .
-
Potential conflicts and RED FLAGS:
- Significant beneficial ownership (5.7%) through Red Mountain–affiliated entities concentrates influence; however, no related‑party transactions disclosed in FY 2024, and insider trading policies restrict hedging/pledging, mitigating alignment risks .
- Deferred stock balance (524,309 shares) payable upon Board separation is sizable; investors should monitor director-driven equity election choices and potential voting influence, though the Director Plan’s structure aims to enforce alignment via ownership guidelines .
-
Committee effectiveness:
- Compensation Committee composed solely of independent directors; authority to retain independent advisors; met 3 times in FY 2024; CD&A recommended by committee is included in proxy .
- Audit Committee oversight robust (6 meetings; pre-approval of auditor services; KPMG retained; independence affirmed) .
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Shareholder safeguards:
- Majority voting standard in uncontested director elections and mandated resignation if majority not received; directors overboarding policy (≤5 public boards; ≤1 other public board for NEOs) .
Overall, governance signals for Mesdag are constructive: independent oversight with strong ownership alignment and no disclosed related‑party transactions, balanced against notable concentrated ownership via investment affiliates that warrants ongoing monitoring.