Robert Kay
About Robert Kay
Robert B. Kay (age 63) has served as Lifetime Brands’ Chief Executive Officer and director since March 2018 following the Filament Brands acquisition; he previously was Chairman/CEO of Filament (2012–2018), with earlier roles at Deloitte, Oxford Resources (SVP/CFO), Key Components (CEO), and Kaz, Inc. (Executive Chairman) . Under his tenure, FY net sales were $727.7m (2022), $686.7m (2023), and $683.0m (2024), with Adjusted EBITDA of $58.2m (2022), $57.3m (2023), and $55.4m (2024) . Lifetime’s cumulative total shareholder return index value moved from 237.14 (2021) to 93.80 (2024), reflecting industry and company-specific pressures .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Filament Brands (Taylor Parent LLC affiliate) | Chairman & CEO | 2012–2018 | Led the business acquired by Lifetime; appointment to Lifetime’s board tied to Filament acquisition Stockholder Agreement . |
| Oxford Resources Corp. (Nasdaq) | SVP & CFO | 1993–1998 | Public-company finance leadership, consumer finance exposure . |
| Key Components, Inc. | President & CEO | 1999–2005 | Diversified industrial leadership . |
| Kaz, Inc. | Executive Chairman | 2006–2010 | Oversaw company sold to a publicly traded strategic buyer . |
| Deloitte & Touche | Management consultant | Early career (6 years) | Foundation in operations/finance consulting . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Centre Partners Management LLC | Operating partner network member | Since 2005 | Private equity network aligned with Lifetime’s largest stockholder’s affiliate (Taylor Parent) . |
| Nearly Natural, LLC (private) | Board member | Current | Centre Partners portfolio company . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $900,000 | $983,462 (paid) | $1,000,000 |
| CEO Pay Ratio | — | 67.50:1 (FY2023) | 81.56:1 (FY2024) |
Notes:
- CEO’s target bonus construct: “Kay Target Bonus” = 112.5% of base salary (used in severance calculations) .
Performance Compensation
| Component | Metric detail | Target/threshold | Actual | Payout/vesting |
|---|---|---|---|---|
| Annual bonus (2024) – Adjusted EBITDA (78% weight) | FY2024 Adjusted EBITDA metric | Threshold $48.972m; Target $58.300m; Max $76.956m | $55.371m | 88% of Adjusted EBITDA Target Bonus (CEO) |
| Annual bonus (2024) – Individual goals (22% weight) | Multi-objective: int’l profitability, distribution expansion, Mikasa hospitality growth, supply chain diversification, transformative M&A prospects, U.S. warehouse redesign, new product lines, succession planning | 100% achievement = 100% payout | 90% achievement (CEO) | 90% of Individual Goal Target Bonus |
| 2024 total annual bonus | Cash | — | — | $998,667 |
| 2024 equity – Restricted stock | 95,000 shares granted Mar 8, 2024; vests 25% per year over 4 anniversaries | Grant-date fair value $927,200 | — | Time-based vesting (first vest on Mar 8, 2025) |
| 2024 equity – Performance shares | 95,000 target shares granted Mar 8, 2024; 3-year period (2024–2026); metric = cumulative Adjusted EBITDA; payout 75%/100%/150% of target | Grant-date fair value $927,200 | — | Earned shares at end of performance period per goal attainment |
| 2023 equity – RS/PS | RS: 75,000; PS: 75,000; vesting/mix same as 2024 | $444,000 each (RS/PS grant-date fair values) | — | As scheduled |
| 2021 PS cycle (2021–2023) | Cumulative Adjusted EBITDA | Target $239,800k; Actual $210,628k | 87.83% earned | 64,963 shares earned (CEO) |
| 2022 PS cycle (2022–2024) | Cumulative Adjusted EBITDA | Threshold $242,760k; Target $289,000k; Max $335,240k | $170,882k | 0 shares earned (below threshold) |
Say-on-Pay: ~90% approval at June 20, 2024 Annual Meeting, with the Compensation Committee maintaining program structure while continuing evaluation .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (as of Apr 18, 2025) | 1,165,096 shares; 5.1% of outstanding (22,414,005 shares) |
| Breakdown | 699,096 direct; 66,000 in irrevocable family trust; 21,816 options exercisable within 60 days (direct); 378,184 options exercisable within 60 days (in irrevocable family trust) |
| Options outstanding (12/31/2024) | 150,000 @ $13.75 expiring 3/2/2028; 250,000 @ $9.21 expiring 6/27/2029 (exercisable) |
| Unvested restricted shares (12/31/2024) | 18,491 (2021 grant), 49,250 (2022), 56,250 (2023), 95,000 (2024) |
| Performance shares outstanding (targets as of 12/31/2024) | 98,500 (2022 cycle; earned 0), 75,000 (2023 cycle), 95,000 (2024 cycle) |
| Ownership guidelines | CEO required ≥3x base salary; all directors/executives satisfied or on track within 5 years |
| Hedging/pledging | Anti-hedging policy prohibits hedging by directors/executives; no pledging disclosure noted in filings . |
| 2024 vesting realized | CEO vested 129,329 shares valued at $1,258,026 in 2024 . |
Employment Terms
| Provision | Key terms |
|---|---|
| Agreement | Kay Employment Agreement dated Dec 22, 2017; effective Mar 2, 2018; amended Jan 1, 2019; Mar 3, 2021; Mar 2, 2023; term auto-renews annually absent notice . |
| Base salary; perquisites | $1,000,000 base; automobile allowance up to $1,500/month; reimbursement up to $40,000/year for legal/financial/pro services . |
| Annual bonus construct | Two components: Adjusted EBITDA (78% weight for CEO) and Individual Goals (22%); EBITDA portion pays 50%/100%/200% at threshold/target/max; individual goals pay 0–100% based on achievement . |
| Termination for cause / resignation w/o good reason | Accrued obligations only (base, unused vacation, expenses, vested benefits) . |
| Death / Disability | Accrued obligations plus pro‑rated performance bonus; Disability adds 6 months of base (or lump sum if within 2 years post-change-of-control) . |
| Company termination w/o cause or resignation for good reason (outside CoC) | 12 months health benefits; 2.0x base (paid over 24 months); pro‑rated performance bonus; 2.0x Kay Target Bonus (=112.5% of base) paid within 60 days; immediate vesting of options/restrictions per LTIP . |
| Non‑renewal at term expiry (outside CoC) | 12 months health; 1.0x base (12 months); FY Annual Adjusted EBITDA Bonus; immediate equity vesting per LTIP . |
| Change-of-control (CoC) with qualifying termination (≤2 years) | 12 months health; 2.0x base (greater of CoC date or termination-date base), lump sum in 60 days; pro‑rated performance bonus; 2.0x Kay Target Bonus; immediate equity vesting per LTIP . |
| CoC catch-up within 90 days post-termination | Additional payments to true-up severance to CoC levels, including 2x Kay Target Bonus in non-renewal case . |
| Golden parachute tax | Cut-back to maximize net after-tax benefit if payments constitute “parachute payments” under IRC §280G . |
| 12/31/2024 illustrative payouts | All-other termination (outside CoC): total $6,789,875; CoC termination: total $8,376,710 (includes equity intrinsic values at target for open PS cycles) . |
Clawback policy: Executive incentive compensation subject to recoupment for any accounting restatement due to material non-compliance (effective Oct 2, 2023) .
Board Governance
- Board service: Director since 2018; nominated annually; background tied to Filament acquisition Stockholder Agreement that required appointing three Taylor Parent designees (Kay, Pollack, Schnabel) in 2018 .
- Committees: Executive Committee member; ESG Committee member .
- Independence: Not independent as CEO; Chairman Jeffrey Siegel also not independent; Lead Independent Director is Michael J. Regan (appointed 2023) .
- Board/committee activity: Board met six times in 2024; each director attended ≥75%; executive sessions of independent directors held regularly .
- Governance practices: Majority vote resignation policy, declassified board, ownership guidelines, anti-hedging, clawback policy .
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net sales ($m) | 727.7 | 686.7 | 683.0 |
| Adjusted EBITDA ($m) | 58.2 | 57.3 | 55.4 |
| Net (loss) ($m) | (6.2) | (8.4) | (15.2) |
Additional recent operational context (Q3 2025):
- Trailing-12-month Adjusted EBITDA: $47.2m; net debt/Adjusted EBITDA: 4.2x .
- Consolidated net sales Q3 2025: $171.9m (-6.5% YoY); gross margin 35.1%; liquidity ~$51m .
Compensation Structure Analysis
- Mix and risk: CEO long-term incentives formed 46% of 2024 target pay, with total “at-risk” ~74% (28% bonus + 46% equity); peers informed sizing but awards set toward lower end given market valuation .
- Metric rigor: PSUs tied to cumulative Adjusted EBITDA produced 0% payout for 2022–2024 cycle (below threshold), indicating challenging multi-year targets; 2021–2023 cycle paid 87.83% .
- Bonus governance: EBITDA thresholds/payout curves with explicit caps (200% CEO); individual goals documented and assessed; 2024 EBITDA below target, reducing payouts .
- Clawback/anti-hedging: Strengthens pay-for-performance and alignment safeguards .
- Peer group calibration: Pearl Meyer advises; peer group refreshed in 2024 to more comparable consumer durables/apparel/leisure names; committee uses peer data as reference, not strict benchmarking .
Related Party / Influence
- Taylor Parent influence: as a result of the Filament transaction, Taylor Parent retains significant rights/influence over major corporate actions; Kay’s 2018 appointment was a Taylor Parent designee, presenting ongoing governance considerations for independence and potential conflicts .
Say‑on‑Pay & Shareholder Feedback
- ~90% approval at the June 20, 2024 meeting; Compensation Committee reported no specific program changes but continued evaluation and investor engagement .
Investment Implications
- Alignment: High at-risk mix, a tough PSU framework (recent 0% cycle) and anti-hedging/clawback tilt pay toward performance while CEO holds a meaningful 5.1% stake, aligning incentives with equity holders .
- Retention/transition economics: Double-trigger CoC protections (2.0x base + 2.0x target bonus and equity acceleration) and significant severance could stabilize leadership continuity but elevate potential transaction costs; investors should model CoC cash/equity obligations in event-driven scenarios .
- Insider selling pressure: No pledging disclosed and anti-hedging enforced; sizeable option overhang (400,000 exercisable) and scheduled RSU vesting could create periodic supply, but sales dynamics depend on 10b5‑1 plans and market conditions (not disclosed in filings reviewed) .
- Governance/conflict risk: Taylor Parent’s rights and Kay’s designee status warrant continued monitoring of related-party dynamics and board independence .
- Leverage sensitivity: With TTM Adjusted EBITDA at $47.2m and net debt/EBITDA ~4.2x amid tariff/consumer volatility, cash bonus outcomes and equity PSU attainment remain sensitive to macro/trade factors; management’s tariff mitigation and sourcing diversification are key execution levers .
All facts and figures above are sourced from Lifetime Brands’ DEF 14A (2025, 2024), Form 10-K (FY2024), Q3 2025 8-K, and Q3 2025 earnings call transcript, with citations per cell/statement.