Amy Sullivan
About Amy Sullivan
Amy E. Sullivan, 46, is President, Chief Executive Officer, and Director of Kirkland’s, Inc. (KIRK), serving as CEO and joining the Board in February 2024 after roles as President & COO (April 2023) and SVP/Chief Merchandising & Stores Officer (February 2022); she holds a B.S. in Textiles, Merchandising and Design from Middle Tennessee State University (2002) . The company’s FY2023 results (first full year of her senior leadership ascent) included $468.7M in net sales and adjusted EBITDA of $(8.4)M, with Q4 2023 adjusted EBITDA of $14.2M as strategic repositioning gained traction . Pay-versus-performance shows a FY2024 TSR value of $9.91 per initial $100 investment and a net loss of $23.1M (thousands), underscoring challenging equity performance despite cost actions and restructuring progress .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kirkland’s, Inc. | President & Chief Executive Officer; Director | Feb 2024–present | Leads transformation to multi-brand operator; Board member |
| Kirkland’s, Inc. | President & Chief Operating Officer | Apr 2023–Feb 2024 | Ran day-to-day ops amid repositioning |
| Kirkland’s, Inc. | SVP & Chief Merchandising and Stores Officer | Feb 2022–Apr 2023 | Merchandising and store leadership through turnaround |
| Kirkland’s, Inc. | VP Merchandising | Jan 2019–Feb 2022 | Merchandising strategy and assortment |
| Kirkland’s, Inc. | Divisional Merchandising Manager | 2012–2019 | Category leadership; merchandising execution |
| Lane Bryant | Senior Merchandising Manager (Women’s) | 2011–2012 | Specialty retail merchandising leadership |
| Lands’ End | Senior Merchandising Manager (Women’s) | 2010–2011 | Apparel merchandising leadership |
| Express | Senior Merchant (Women’s) | 2008–2010 | Specialty retail merchandising |
| Kohl’s; JCPenney; Vanity Fair Corp. | Product Development/Merchandising | Not disclosed | Product development and merchandising foundations |
External Roles
- No public company directorships or external committee roles disclosed for Ms. Sullivan .
Fixed Compensation
- Base salary rate increased to $525,000 for FY2024 from $450,000 in FY2023 .
| Metric (USD) | FY2023 | FY2024 |
|---|---|---|
| Base Salary (earned) | $438,462 | $523,558 |
| Stock Awards (grant-date fair value) | $112,501 | $259,001 |
| Option Awards (grant-date fair value) | $112,585 | $209,000 |
| All Other Compensation | $17,283 | $33,124 |
| Total Compensation | $680,831 | $1,024,683 |
- All Other Compensation detail FY2024: 401(k) match $14,146; company-paid medical/dental/life $17,928; cell stipend $550; HSA match $500 (total $33,124) .
Performance Compensation
Annual Cash Bonus Plan (Non-Equity Incentive)
| Element | FY2024 |
|---|---|
| Metric(s) | Company EBITDA (single metric) |
| Target Bonus (% of salary) | 100% (Threshold 25%; Max 150%) |
| EBITDA Target | $25.0M |
| EBITDA Actual | $(4.3)M (loss) |
| Discretionary Adjustment | Committee did not use discretion |
| Payout | 0% (no bonuses paid) |
Notes: Payout curve applied linear interpolation between threshold/target/maximum; only EBITDA used to align with cash flow objectives .
Long-Term Equity Incentives (LTIs)
| Grant Date | Instrument | Size | Vesting | Terms |
|---|---|---|---|---|
| Feb 4, 2024 | RSUs | 50,000 | 50% at 2nd anniversary (2/4/2026); 50% at 3rd (2/4/2027) | — |
| Feb 4, 2024 | Stock Options | 50,000 | 50% at 2nd anniversary; 50% at 3rd | 10-year term; exercise price set at 162% of grant-date close (premium) |
| Mar 27, 2024 | RSUs | 44,492 | 1/3 annually, starting 1st anniversary (3/27/2025) | — |
| Mar 27, 2024 | Stock Options | 60,000 | 1/3 annually starting 1st anniversary | 10-year term; $2.95 strike |
Additional outstanding award schedule (as of Feb 1, 2025):
- Apr 6, 2023 options: 18,218 exercisable; 36,435 unexercisable; $3.53 strike; 10-year term; 33% annual vesting .
- Unvested RSUs outstanding and market value (as of 2/1/2025 close $1.54): 3,329 ($5,127); 26,596 ($40,958); 50,000 ($77,000); 44,492 ($68,518) .
Equity Ownership & Alignment
| Ownership Detail | Value |
|---|---|
| Total Beneficial Ownership (shares) | 99,748; includes 56,436 vested options |
| Ownership % of Outstanding | Less than 1% |
| Unvested RSUs (as of 2/1/2025) | 3,329; 26,596; 50,000; 44,492 (market values in Performance Compensation table) |
| Options Outstanding (as of 2/1/2025) | 50,000 unexercisable @ $5.00 (2/4/2034); 60,000 unexercisable @ $2.95 (3/27/2034); 36,435 unexercisable @ $3.53 (4/6/2033); 18,218 exercisable @ $3.53 (4/6/2033) |
Policies and guidelines:
- Stock ownership guideline: CEO must hold equity valued at 5x base salary within 5 years; if not in compliance, must retain 50% of net shares from vesting until compliant .
- No hedging/pledging policy; prohibition on hedging and pledging/margin, with narrow pre-clearable exception for non-margin collateral pledges .
- Section 16 compliance: all reporting persons were in compliance in FY2024 .
Vesting overhang and potential selling pressure:
- Based on disclosed schedules, significant vesting events begin 3/27/2025 (RSUs/options from 2024 annual grants) and 2/4/2026–2/4/2027 (promotion RSUs/options cliffs), which may create episodic liquidity/selling windows subject to blackout and personal decisions .
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Agreement Date | January 19, 2024 |
| Severance (termination without cause / good reason) | If before 12/31/2025: 1.0x base salary (paid in regular payroll); after 12/31/2025: 1.5x base salary paid over 18 months; contingent on release |
| Change in Control (CIC) | Under the 2002 Plan, unless a Qualifying Replacement Award is provided, all unvested RSUs and options vest on CIC; substitute consideration allowed with equivalent value and vesting |
| Illustrative Values (as of 1/31/2025) | Death: $100,000 life insurance; Termination w/o cause or good reason: $525,000 salary continuation; CIC equity acceleration value: $191,603 (based on $1.54 close) |
| Clawback | Nasdaq Rule 10D-1-compliant recoupment policy adopted 9/19/2023 for erroneously awarded incentive comp |
| Insider Trading | Insider trading policy in place; prohibits certain derivative transactions |
Board Governance
- Board service: Director since 2024; currently one of five nominees recommended for election to one-year terms if declassification is approved; otherwise would continue in Class III through 2026 under the classified structure .
- Board refresh and composition: In June 2025, four new directors (including two nominated by Beyond, Inc.) joined; Board size reduced from six to five; Ms. Sullivan remains the continuing member and CEO/director .
- Committees: Audit, Compensation, and Governance/Nominating committees; all members are “independent” under Nasdaq/SEC rules; employee directors do not receive additional director compensation .
- Attendance: All directors attended at least 75% of Board and committee meetings in FY2024; the Board held five regular meetings .
Dual-role implications:
- As CEO and Director, Ms. Sullivan is not independent; committee oversight (comprised entirely of independent directors) mitigates potential conflicts around compensation, audit, and governance .
Director Compensation (context)
- Employee directors (including the CEO) receive no additional compensation for Board service .
- Non-employee director retainers and RSU grants are disclosed (e.g., $55,000 annual retainer; committee retainers; RSUs vest after one year), underscoring independent oversight incentives .
Performance & Track Record
- FY2023: Net sales $468.7M; gross margin 27.1%; operating loss $(24.4)M; adjusted EBITDA $(8.4)M; Q4 2023 adjusted EBITDA $14.2M; management cited “positive holiday” and early returns from repositioning .
- Liquidity and leverage (FY2023 end): $3.8M cash; $34.0M outstanding debt at year-end; subsequent borrowings increased through March 21, 2024 .
- FY2024 bonus: EBITDA target unmet (target $25.0M vs. actual $(4.3)M), resulting in zero payout—evidence of downside alignment in incentive plan .
- Pay versus Performance: FY2024 TSR value of $9.91 per $100 initial investment; net loss of $23.1M (thousands), signaling equity underperformance during transformation .
Leadership and organization updates:
- CFO transition in 2025 (Andrea Courtois appointed CFO; Mike Madden to advisory through Aug 15, 2025, with severance through Dec 2025), as the company accelerates transformation to “The Brand House Collective” multi-brand model; Ms. Sullivan emphasized performance-led operating model and accountability .
Compensation Structure Analysis
- Cash vs equity mix: CEO total pay rose in FY2024 with larger equity grants (RSUs + options) alongside higher base salary; no annual cash bonus paid given EBITDA miss—shifting realized pay toward long-term equity outcomes .
- Options vs RSUs: Awards include both RSUs and options; February 2024 options set at a 162% premium to market on grant date, increasing performance sensitivity to future stock appreciation .
- Governance safeguards: Clawback policy in place; stock ownership guideline (5x salary) with holding requirement until compliant; no hedging/pledging policy with narrow exception protocol .
- Consultant and benchmarking: Aon engaged in 2022 to benchmark executive pay; no new benchmarking performed in FY2023 for FY2024 decisions .
Related Party & Concentration Considerations
- Beyond, Inc. (major shareholder) held 49.8% as of May 2025 and has rights to convert loans into equity and nominate directors (two if ≥20% ownership; three if >50%), indicating significant influence and potential dilution risk under the credit agreement .
Equity Ownership & Vesting Schedules (detail)
| As-of Date | Instrument | Quantity | Status/Strike | Expiration | Notes |
|---|---|---|---|---|---|
| Feb 1, 2025 | Options (4/6/2023) | 18,218 | Exercisable @ $3.53 | 4/6/2033 | 33% annually |
| Feb 1, 2025 | Options (4/6/2023) | 36,435 | Unexercisable @ $3.53 | 4/6/2033 | 33% annually |
| Feb 1, 2025 | Options (2/4/2024) | 50,000 | Unexercisable @ $5.00 | 2/4/2034 | 50% on 2/4/2026; 50% on 2/4/2027 |
| Feb 1, 2025 | Options (3/27/2024) | 60,000 | Unexercisable @ $2.95 | 3/27/2034 | 1/3 annually starting 3/27/2025 |
| Feb 1, 2025 | RSUs | 3,329 | Unvested | — | 33% annual vesting (2022 grant) |
| Feb 1, 2025 | RSUs | 26,596 | Unvested | — | 33% annual vesting (2023 grant) |
| Feb 1, 2025 | RSUs | 50,000 | Unvested | — | 50% at 2-yr; 50% at 3-yr (promotion) |
| Feb 1, 2025 | RSUs | 44,492 | Unvested | — | 1/3 annually from 3/27/2025 |
Employment & Retention Risk Signals
- Contracted severance provides bridge protection (1.0x salary through 2025; 1.5x thereafter), while CIC treatment accelerates equity unless replaced with a qualifying award—supporting retention but increasing takeover payout sensitivity .
- Stock ownership guideline with holding requirement incentivizes share accumulation; zero FY2024 bonus reduces short-term cash but increases reliance on equity value realization .
- Section 16 compliance indicates timely insider reporting; no specific hedging/pledging by Ms. Sullivan disclosed (and policy restricts it) .
Board Service History, Committee Roles, and Independence
| Attribute | Detail |
|---|---|
| Director Since | 2024 |
| Independence | Not independent (CEO/employee director); committees composed entirely of independent directors |
| Committees | Not disclosed as a committee member; employee directors receive no Board fees |
| Attendance | All directors ≥75% attendance in FY2024; Board held 5 regular meetings |
| Board Structure | Declassification proposed; 5 nominees (incl. Sullivan) for 1-year terms if approved; Board refreshed June 2025 with Beyond nominees |
Dual-role implications:
- CEO + Director combination centralizes leadership; independent committees and refreshed board composition help balance oversight and mitigate independence concerns .
Say-on-Pay & Shareholder Feedback
- Board recommends voting FOR NEO compensation (advisory) in Proposal 6; no approval percentages disclosed in the proxy .
Compensation Peer Group/Consultant
- Aon engaged (2022) to benchmark exec pay; analysis informed 2023 pay decisions; no new benchmarking performed in FY2023 for 2024 .
Risk Indicators & Red Flags
- No FY2024 bonus due to EBITDA shortfall evidences pay-for-performance, but also signals operational risk and near-term profitability challenges .
- Concentrated ownership and board nomination rights by Beyond, Inc. raise governance and dilution considerations; credit agreement includes conversion features up to majority ownership thresholds .
- TSR deterioration in FY2024 (value of $100 investment to $9.91) underscores equity performance risk during transformation .
Investment Implications
- Alignment: 2024 zero bonus and heavy equity mix align realized pay with outcomes; premium-priced options (162% of grant-date price) require substantial appreciation, amplifying long-term alignment but reducing near-term realizable pay .
- Near-term supply overhang: 2024 grant schedules create vesting events beginning March 2025 and February 2026–2027; while policy discourages rapid monetization, these dates may align with potential insider selling windows depending on blackout periods and personal decisions .
- Governance: Independent committees, clawback, robust ownership guidelines, and no-hedging/pledging policies are positives; however, outsized shareholder influence (Beyond) and convertible rights introduce governance complexity and dilution risk .
- Execution/risk: FY2023 exit momentum (Q4 adjusted EBITDA), but FY2024 pay-versus-performance and net loss indicate continued operational headwinds; leadership changes (new CFO) and the multi-brand operating pivot are catalysts to monitor under Sullivan’s tenure .