James M. Jenkins

About James M. Jenkins

James M. Jenkins, age 60, is President, Chief Executive Officer, and Executive Chairman of Lakeland Industries (LAKE). He became Acting CEO on February 1, 2024 and was appointed permanent CEO and President effective June 1, 2024; he has served on Lakeland’s board since 2016 and previously from 2012–2015, including Executive Chairman (since August 30, 2023) and Chairman (February–August 2023) . Jenkins holds a B.A. from Virginia Military Institute and a J.D. from West Virginia University College of Law; he is a Chambers-rated attorney and former chair of a securities practice . Company performance under his leadership includes FY2025 net sales growth of 34.1% year-over-year to $167.2 million and Adjusted EBITDA excluding FX of $17.4 million (up 10.8% YoY), with FY2025 TSR equating to $112 on an initial $100 investment; FY2025 net income was a loss of ($18.1) million due to non-cash impairments and an equity investment write-off .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

Notes:

• CEO annual incentive target = 100% of base salary .
• Performance-based RSU payouts range from 50% (minimum) to 150% (maximum) of target .

Equity Ownership & Alignment

Employment Terms

• Appointment: Acting CEO on Feb 1, 2024; permanent President & CEO on Jun 1, 2024 .
• Current compensation structure: Base salary $525,000; annual bonus target 100% of base; annual LTIP target 100% of base (50% time-based RSUs, 50% performance-based RSUs); one-time grants of 25,000 RSUs and 20,000 options on Jun 1, 2024 .
• Contract status: No written employment agreement; executives now at-will effective Feb 1, 2025 .
• Severance & Change-in-Control (CIC): Under Amended and Restated Severance and CIC Plan (adopted Oct 31, 2024), CEO receives (i) outside CIC period: base through termination, pro-rated actual annual bonus, and 1–12 months of base salary based on years of service (min 4 months); (ii) within 90 days prior to or 18 months after CIC: base through termination, pro-rated target annual bonus, 2× (base+target bonus) cash severance, and COBRA premium reimbursement up to 18 months; non-solicitation and non-disparagement covenants apply .
• Equity treatment on CIC: 2017 Equity Incentive Plan permits committee discretion to accelerate, redeem, or cash out awards; no repricing; minimum vesting periods apply .
• Clawback & Insider Policy: Clawback per above; anti-hedging/anti-pledging; insider trading policy filed with FY2025 10-K .

Board Governance

• Dual-role structure: CEO and Executive Chairman roles combined in January 2024; Board appointed a Lead Independent Director (Thomas J. McAteer) to mitigate combined role concerns; majority of Board is independent (6 of 7 directors) .
• Committees: Audit, Compensation, Nominating & Governance, and Technology Committees are composed entirely of independent directors; Audit has co-chairs and designated financial experts .
• Attendance: During FY2025, Board met 9 times; committees met regularly; each director attended ≥75% of applicable meetings .
• Board service history: Jenkins served as director since 2016 and 2012–2015; prior committee membership in Audit and Corporate Governance .
• Say-on-Pay: At the June 12, 2025 Annual Meeting, stockholders approved NEO compensation (For: 6,313,903; Against: 130,994; Abstain: 260,576) .

Company Performance Context (FY2024–FY2025)

Key points:

• FY2025 net sales +34.1% YoY; Adjusted EBITDA ex FX +10.8% YoY; net loss driven by goodwill impairments and an equity investment write-off .

Compensation Committee Analysis

• Committee Independence: Chaired by Thomas J. McAteer; members are independent directors .
• Consultant: Willis Towers Watson engaged as independent compensation consultant; peer competitiveness considered for small-cap industrial apparel comparables .
• Philosophy: Incentive compensation targeted at 50%–60% of total executive compensation; mix includes time-based and performance-based RSUs with multi-year performance goals .

Risk Indicators & Red Flags

• Dual-role CEO/Executive Chair increases governance risk; mitigated by Lead Independent Director and fully independent committees .
• FY2025 non-cash impairments (goodwill; equity investment) and net loss highlight execution and integration risks from recent acquisitions .
• Anti-hedging/anti-pledging policy and stock ownership guidelines reduce alignment risks; clawback policy covers restatements .

Equity Vesting & Potential Insider Selling Pressure

• Time-based RSUs: 14,243 units vesting Jun 1, 2025; Jan 31, 2026; Jan 31, 2027; one-time 25,000 RSUs vest Jun 1, 2027; vesting cadence may create periodic supply but is constrained by retention and ownership requirements .
• Options: 20,000 options vest in full on Jun 1, 2027; 10-year term; exercise price $18.43 .

Deferred Compensation, Perquisites, and Retirement

• Retirement: No executive retirement plans beyond company 401(k) match .
• Perquisites and tax gross-ups: Not disclosed; no perquisite tax gross-ups noted .

Equity Ownership, Pledging, and Guidelines Compliance

• Pledging/Hedging: Prohibited per policy; reduces leverage-driven selling risk .
• Ownership guidelines: CEO must hold ≥4× base salary worth of shares; dispositions restricted until compliance achieved; exact compliance status not disclosed .

Say-On-Pay & Shareholder Feedback

• Annual advisory vote policy; 2025 say-on-pay approved as above; prior proxy recommended annual frequency for say-on-pay .

Past Director Compensation (Context)

• As an employee director, Jenkins did not receive director fees in FY2025; prior Executive Chairman compensation and RSU grants were disclosed for FY2024 .

Investment Implications

• Pay-for-performance alignment: Annual bonus and LTIP are tied to revenue growth, Adjusted EBITDA margin, and free cash flow margin (short-term and multi-year), aligning incentives with profitability and cash generation . The mix includes significant equity (time-based and performance-based RSUs), supporting long-term orientation but with some guaranteed equity via time-based RSUs that can temper risk appetite .
• Retention and selling pressure: Multi-year vesting schedules (RSUs and options) combined with strict ownership/anti-pledging policies should reduce near-term selling pressure and enhance alignment; ownership requirements limit disposals until thresholds are met .
• Severance/CIC economics: A 2× cash multiple (base+target bonus) for CEO under CIC is moderate for small-cap peers; combined with discretionary equity acceleration under the plan, it provides retention but introduces potential transaction incentives—monitor for M&A-related payouts and equity acceleration .
• Governance risk: Combined CEO–Chair role warrants continued monitoring; the presence of a Lead Independent Director and independent committees helps mitigate but not eliminate concerns, especially amid acquisition integration and accounting system transitions .
• Execution risk: FY2025 net loss driven by non-cash impairments and equity write-offs, tariff-related margin pressure, and integration of multiple acquisitions underscore operational and reporting risks; management has identified cost reductions (~$4M SG&A) and expects margin normalization with ERP and purchase accounting tailwinds—track quarterly gross margin, adjusted EBITDA ex FX, and progress on inventory normalization .