Michael Regan
About Michael J. Regan
Michael J. Regan, 83, is an independent director of Lifetime Brands (LCUT) who joined the board in 2012; he serves as Lead Independent Director (appointed in 2023), Chair of the Audit Committee, and Chair of the Nominating & Governance Committee, and is designated the board’s “Audit Committee Financial Expert.” He is a retired certified public accountant and spent 40 years at KPMG LLP (1962–2002), including as Vice Chairman and Chief Administrative Officer (1996–2002), and was lead audit partner for multiple Fortune 500 companies. These roles, combined with his financial expertise and leadership of key committees, position him centrally in LCUT’s board oversight, risk, and governance processes .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP | Vice Chairman & Chief Administrative Officer; Lead Audit Partner | 1996–2002 (senior roles); 1962–2002 overall | Led audits of Fortune 500 companies; deep public company audit expertise; basis for “Audit Committee Financial Expert” designation . |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| — | — | — | The LCUT 2025 proxy does not list current public company directorships for Mr. Regan beyond LCUT . |
Board Governance
- Independence: LCUT identifies Mr. Regan as an independent director under Nasdaq rules .
- Lead Independent Director: Appointed 2023; duties include chairing meetings without the Chair, agenda/schedule oversight, liaison to independent directors, and authority to retain independent advisors .
- Committee Leadership and Membership:
- Audit Committee: Chair; also designated “Audit Committee Financial Expert” .
- Nominating & Governance Committee: Chair .
- Executive Committee: Member (committee held no meetings in 2024) .
- Attendance: The board met six times in 2024; each director attended at least 75% of board and respective committee meetings; independent directors hold regular executive sessions without management .
Fixed Compensation (Non-Employee Director; 2024)
| Component | Amount | Notes |
|---|---|---|
| Cash fees (total) | $136,000 | Includes Board cash retainer plus Lead Independent Director retainer and Chair fees and meeting fees . |
| Equity (restricted stock) | $105,000 | Annual grant value (fair value) . |
| Total | $241,000 | Sum of cash and stock awards . |
Director fee schedule (structure):
- Board annual cash retainer: $60,000; Restricted stock retainer: $105,000; Lead Independent Director annual retainer: $30,000; Committee Chair retainers: Audit/Comp $20,000; Nominating/Governance or ESG $10,000; Committee member retainer: $2,000; Meeting fees: $2,000 per board meeting, $500 per committee meeting; Chairman additional cash retainer: $50,000 .
Performance Compensation (Director Equity Detail)
| Grant Type | Grant/Action Date | Shares | Grant-Date Fair Value | Vesting / Terms |
|---|---|---|---|---|
| Restricted Stock (annual director grant) | June 20, 2024 | 11,653 | $105,000 | Fully vests June 20, 2025 (one-year cliff) . |
| Stock Options | — | — | — | No option awards outstanding for Mr. Regan as of 12/31/2024 . |
- Performance metrics: Non-employee director equity is time-based restricted stock; no director performance-share metrics are used for board compensation .
- Policies: Anti-hedging policy prohibits directors from hedging LCUT securities; company clawback policy applies to incentive-based compensation of executive officers (clawback scope described; director equity not performance-based) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Sponsor/large holder representation on LCUT board | Centre Partners-affiliated directors Bruce G. Pollack and Michael Schnabel serve on LCUT’s board; affiliates beneficially own 26.7% of shares via entities including Taylor Parent and Centre Investors . |
| Family relationships on board/management | Chairman Jeffrey Siegel has family members employed by LCUT; Audit Committee reviews related-party transactions . |
| Mr. Regan’s disclosed external public boards | Not listed in LCUT 2025 proxy . |
Expertise & Qualifications
- Audit Committee Financial Expert (SEC definition) with extensive public company board experience and deep accounting/finance competence .
- Skills matrix shows Mr. Regan with public company board experience, financial literacy, risk management, accounting, corporate governance, executive experience, strategic planning, M&A, housewares/retail industry familiarity, and ESG oversight exposure .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Total beneficial ownership | 85,611 shares | Less than 1% of outstanding shares . |
| Restricted shares held (12/31/2024) | 11,653 | Granted 6/20/2024; vest 6/20/2025 . |
| Stock options | 0 | No vested/unvested options for Mr. Regan . |
| Ownership guidelines | Directors must hold ≥3x annual cash retainer within 5 years; directors/officers have satisfied or are on track to meet guidelines . | |
| Hedging/Pledging | Hedging prohibited by policy; no pledging by Mr. Regan disclosed in proxy . |
Governance Assessment
Key positives
- Independent leadership: Lead Independent Director with robust, formalized duties; strengthens agenda control, executive sessions, and independent oversight .
- Financial oversight strength: Audit Committee Chair and SEC-designated Financial Expert; Audit Committee charter includes internal control, risk, compliance, and related-party review responsibilities .
- Engagement and process: Board met six times in 2024; directors achieved ≥75% attendance; independent directors meet in executive session .
- Alignment and safeguards: Director stock ownership guidelines (3x cash retainer) and anti-hedging policy; directors on track/in compliance with guidelines .
Potential risk indicators/areas to monitor
- Ownership concentration and board composition: Centre Partners-affiliated holders control ~26.7% and have two board members; independent leadership and committee chairs, including Mr. Regan, are important counterbalances to potential sponsor influence .
- Related-party exposure: Multiple employment relationships involving the Chairman’s family; Audit Committee (chaired by Mr. Regan) is responsible for reviewing related-party transactions; 2024 proxy lists only those employment relationships and states no other Item 404 transactions .
- Insider reporting: 2024 Section 16(a) delinquencies noted for Daniel and Jeffrey Siegel; none reported for Mr. Regan .
- Shareholder sentiment: Say-on-pay passed with ~90% support in 2024, indicating a generally supportive governance backdrop, but continued oversight of pay-for-performance alignment remains prudent given net losses .
Overall, Mr. Regan’s independence, committee leadership (Audit and Nominating/Governance), and audit expertise are strong board-effectiveness signals that help mitigate concentration and related-party risks present in LCUT’s ownership and governance profile .
Appendix Tables
Committee Assignments and Roles (2025 slate)
| Committee | Role | Notes |
|---|---|---|
| Audit Committee | Chair | Also designated Audit Committee Financial Expert . |
| Nominating & Governance Committee | Chair | Oversees board composition, governance guidelines, evaluations . |
| Executive Committee | Member | No meetings held in 2024 . |
| Lead Independent Director | — | Appointed 2023; duties formalized (agenda, schedules, liaison, advisors) . |
Director Compensation – 2024 (Actual)
| Metric | Amount | Source |
|---|---|---|
| Cash fees (total) | $136,000 | 2024 non-employee director compensation table . |
| Stock awards (fair value) | $105,000 | 2024 non-employee director compensation table . |
| Total compensation | $241,000 | Sum of above . |
Director Equity Grant Detail – 2024
| Grant Date | Shares | Vest Date | Fair Value |
|---|---|---|---|
| June 20, 2024 | 11,653 | June 20, 2025 | $105,000 |
Beneficial Ownership (as of April 18, 2025)
| Holder | Shares | % Outstanding |
|---|---|---|
| Michael J. Regan | 85,611 | <1% |
Insider Reporting (2024)
| Person | 2024 Section 16(a) Late Filings | Note |
|---|---|---|
| Michael J. Regan | None reported | Proxy lists delinquencies for Daniel and Jeffrey Siegel; none for Mr. Regan . |