Laurence Winoker
About Laurence Winoker
Laurence Winoker (age 69) is Executive Vice President, Treasurer and Chief Financial Officer of Lifetime Brands (LCUT). He has served as CFO since July 2007, and previously held senior finance roles at MacAndrews & Forbes and Revlon, bringing deep accounting, treasury, and controller experience to LCUT’s consumer products platform . Pay-versus-performance disclosures show cumulative total shareholder return (TSR) from a $100 investment at 12/31/2021 declined to $40 by year-end 2024, while non-CEO NEO compensation actually paid averaged $1.235 million in 2024; LCUT reported 2024 Adjusted EBITDA of $55.4 million used as a core bonus metric . Revenues and EBITDA over the last three fiscal years are shown below for pay-for-performance context.
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $727,662,000* | $686,683,000* | $682,952,000* |
| EBITDA ($USD) | $50,359,000* | $53,621,000* | $51,451,000* |
*Values retrieved from S&P Global.
| Pay vs Performance Indicator | 2022 | 2023 | 2024 |
|---|---|---|---|
| Year-end value of $100 invested on 12/31/2021 | 48 | 44 | 40 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MacAndrews & Forbes Holdings Inc. | SVP, Controller & Treasurer | Prior to 2007 | Oversight of finance and treasury at a diversified holding company (Revlon, etc.), strengthening corporate controls and liquidity management . |
| Revlon, Inc. | SVP, Treasurer & Controller | 1999–2003 | Led treasury and controller functions during restructuring and brand management cycles, enhancing financial reporting discipline . |
External Roles
No additional external directorships or committee roles are disclosed for Mr. Winoker in LCUT’s proxy statement .
Fixed Compensation
| Year | Base Salary | All Other Compensation (perqs) | Notable Perqs |
|---|---|---|---|
| 2024 | $460,000 | $12,000 | Automobile allowance $1,000/month |
| 2023 | $446,250 | $12,000 | Automobile allowance $1,000/month |
| 2022 | $425,000 | $12,000 | Automobile allowance $1,000/month |
Notes:
- Base salary was increased to $460,000 effective January 1, 2024 per amended employment agreement .
Performance Compensation
Annual bonus structure blends company Adjusted EBITDA with individual goals. Weighting for Winoker in 2024: Adjusted EBITDA 67%, Individual Goals 33% . Adjusted EBITDA achieved $55.371 million versus target $58.3 million (payout 83% of Adjusted EBITDA Target Bonus); individual goals were met 100% (payout 100% of Individual Goal Target Bonus) .
| Component | Weighting | Target | Actual | Payout % | Paid ($) | Vesting |
|---|---|---|---|---|---|---|
| Adjusted EBITDA | 67% | $58.3m | $55.371m | 83% | $191,900 | Cash, annual |
| Individual Goals | 33% | 100% | 100% | 100% | $115,000 | Cash, annual |
| Total 2024 Annual Bonus | — | Target $345,000 | — | 89% | $306,900 | — |
Stock awards:
- 2024 RSUs: 12,500 shares granted on March 8, 2024; vest 25% per year in 4 installments starting first anniversary .
- 2024 PSUs: Target 12,500 shares (threshold 9,375; max 18,750), 3-year performance period 1/1/2024–12/31/2026 with 75%/100%/150% payout grid; vest only if cumulative metrics achieved .
Historical performance shares:
- 2022 PSUs: Performance metrics for 1/1/2022–12/31/2024 were not achieved; no shares earned for Winoker .
Option exercises and stock vesting (2024):
- Options exercised: None .
- Shares vested: 12,926; value realized $124,257 .
Multi-year Compensation (Summary Compensation Table)
| Year | Salary | Non-Equity Incentive Plan Compensation | Stock Awards (Grant-Date FV) | All Other Compensation | Total |
|---|---|---|---|---|---|
| 2024 | $460,000 | $306,900 | $244,000 | $12,000 | $1,022,900 |
| 2023 | $446,250 | $226,200 | $130,240 | $12,000 | $814,690 |
| 2022 | $425,000 | $106,250 | $195,040 | $12,000 | $738,290 |
Notes:
- Performance share grant-date fair values reflect target payout; 2024 maximum value for Winoker’s PSUs at grant would be $183,000 .
Equity Ownership & Alignment
| Ownership Item | Detail |
|---|---|
| Beneficial ownership (4/18/2025) | 122,836 shares; under 1% of outstanding (†) . |
| Vested vs unvested | Unvested restricted shares outstanding at 12/31/2024: 1,563 (2021 grant), 4,000 (2022), 8,250 (2023), 12,500 (2024); market values at $5.91 per share provided in proxy . |
| PSUs outstanding | 11,000 (2023 cycle), 12,500 (2024 cycle) as unearned/unvested; 2022 cycle did not earn any shares . |
| Options | No outstanding options disclosed for Winoker; Company largely ceased executive stock option grants; RSUs preferred with scheduled vesting . |
| Ownership guidelines | Executives must hold 1x base salary in LCUT stock within five years; directors 3x cash retainer; all directors and executive officers have satisfied or are on track within the grace period . |
| Hedging/Pledging | Anti-hedging policy prohibits hedging transactions by directors and executive officers; pledging not specifically disclosed . |
| Clawback | Dodd-Frank/Nasdaq-compliant recoupment policy effective for incentive compensation received on or after 10/2/2023 upon required restatement, regardless of misconduct . |
Employment Terms
Key terms from the Winoker Amended and Restated Employment Agreement (amended 2015; further amended 2017, 2019, 2022, 2023):
- Base salary: $446,250 increased to $460,000 effective 1/1/2024; automobile allowance $1,000/month .
- Termination for Cause or resignation without Good Reason: Accrued obligations only (salary, unused vacation, unreimbursed expenses, accrued bonus if any, vested benefits) .
- Disability: Continued base salary for six months + pro-rated Adjusted EBITDA bonus (if before Dec 1) + accrued obligations .
- Death: Accrued obligations + pro-rated Adjusted EBITDA bonus (if before Dec 1) .
- Company non-renewal (outside CoC): 12 months medical/dental benefits, 12 months base salary, annual bonus for year of termination; immediate vesting of options and lapse of restrictions on restricted stock subject to LTIP .
- Without Cause/Good Reason (outside CoC): 12 months benefits; 2.0x base salary paid over 24 months; pro-rated annual bonus; 2.0x “Winoker Target Bonus” (defined as 75% of base salary) paid within 60 days; accelerated vesting of options and lapse of restrictions on restricted stock subject to LTIP .
- Change of Control (double trigger within two years): 12 months benefits; 200% of base salary (greater of at CoC vs termination) lump sum; pro-rated performance bonus; 2.0x Target Bonus (greater of base at CoC vs termination) lump sum; accelerated vesting of options and lapse of restrictions on restricted stock subject to LTIP .
Illustrative potential payments at 12/31/2024:
| Scenario | Cash Severance | Awarded but Unpaid Bonus | Equity (intrinsic) | Benefits | Accrued Salary | Accrued Vacation | Total |
|---|---|---|---|---|---|---|---|
| Change of Control Termination | $1,610,000 | $306,900 | $341,675 | $10,686 | $3,538 | $17,693 | $2,290,492 |
| All Other Termination by Company or Good Reason | $1,610,000 | $306,900 | $155,510 | $10,686 | $3,538 | $17,693 | $2,104,327 |
| Disability | $230,000 | $306,900 | — | — | $3,538 | $17,693 | $558,131 |
| Death | — | $306,900 | — | — | $3,538 | $17,693 | $328,131 |
| For Cause / Without Good Reason | — | $306,900 | — | — | $3,538 | $17,693 | $328,131 |
Additional provisions:
- If termination occurs and a definitive agreement for CoC is executed within 90 days thereafter and consummated, incremental severance equal to CoC benefits less amounts already paid; in non-renewal case, an additional 2x Target Bonus within 60 days of CoC .
- Section 280G cutback language applies to other NEOs; Winoker terms disclosed separately .
Investment Implications
- Alignment and risk mix: Pay design heavily uses Adjusted EBITDA (67% weighting) with capped payouts and clawback protections; anti-hedging policy reduces misalignment risk . RSUs vest over time and PSUs require 3-year cumulative performance; 2022 cycle did not vest, signaling disciplined performance hurdles amid a challenging operating environment .
- Retention economics: Double-trigger CoC benefits are material (200% salary + 2x target bonus + accelerated vesting) and outside-CoC severance is robust (2x salary over 24 months + 2x target bonus), lowering immediate departure risk but increasing potential dilution/expense in event-driven scenarios .
- Ownership and selling pressure: Beneficial ownership of 122,836 shares (<1%) suggests moderate “skin in the game”. 2024 vesting (12,926 shares) and absence of option exercises imply limited forced selling from option maturities; no pledging disclosed; ongoing RSU/PSU schedules may create periodic 10b5-1 activity around vest dates .
- Execution record: CFO met 100% of individual goals (debt refinancing communications, auditor transition, equity investment accounting/tax, FP&A and UK finance improvements) while company Adjusted EBITDA fell short of target (83% payout), balancing operational execution with macro/tariff and channel headwinds; TSR headwinds persisted through 2024 .
- Trading signals: Watch March-anniversary vesting cycles (RSUs granted March 8) for potential Form 4 flow; monitor Adjusted EBITDA trajectory vs budget and tariff impacts discussed in earnings calls for bonus sensitivity and estimate revisions .