Keith Siegner
About Keith Siegner
Keith Siegner, age 50, is Executive Vice President, Chief Financial Officer and Treasurer of The Lovesac Company, serving since June 1, 2023. He previously served as CFO of Vindex (Apr 2021–Feb 2023), was VP Investor Relations/M&A/Treasurer at Yum! Brands (Jul 2016–Apr 2021), spent over 15 years in equity research at UBS and Credit Suisse, began his career at Arthur Andersen, holds B.S. and M.S. accounting degrees from Wake Forest, and is a CFA charterholder and a CPA (inactive) . During fiscal 2025, Lovesac generated net sales of $680.6M, gross margin of 58.5%, adjusted EBITDA of $47.8M, and net income of $11.6M, reflecting a challenging backdrop with category headwinds and tariff dynamics that impacted incentive outcomes used in executive pay programs . Company pay-versus-performance disclosure shows FY25 CAP metrics alongside TSR, net income and adjusted EBITDA used to link pay to performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Vindex, LLC | Chief Financial Officer | Apr 2021–Feb 2023 | Led global finance operations across Esports Engine, Vindex Intelligence, Belong Gaming; company sold to Savvy Games Group . |
| Yum! Brands (NYSE: YUM) | VP Investor Relations, M&A, Treasurer (and corporate strategy) | Jul 2016–Apr 2021 | Led capital markets, global cash management, risk finance; investor relations and strategy execution . |
| UBS Securities | Executive Director, Equity Research | ~15 years (prior to 2016) | Senior banking executive covering consumer; capital markets and investor communication expertise . |
| Credit Suisse | Equity Research | Prior to UBS | Sell-side research foundation supporting consumer/retail insights . |
| Arthur Andersen | International Tax Consulting | Early career | Technical accounting/tax grounding . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Wake Forest University | B.S. and M.S. in Accounting | — | Educational credentials . |
| CFA Institute / State Boards of Accountancy | CFA Charterholder; CPA (inactive) | — | Professional licenses . |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | — | 300,000 | 460,500 |
| Target AIP (% of Salary) | — | 55% | 60% |
| Actual AIP Paid ($) | — | 66,825 | 111,360 (40% of $278,400 target) |
| Discretionary Bonus ($) | — | 50,000 | 203,520 (incl. $120,000 for restatement leadership + $83,520 strategic progress) |
| All Other Compensation ($) | — | 1,500 | 13,849 |
| Total Compensation ($) | — | 933,932 | 2,237,863 |
Notes:
- FY2025 AIP metrics (net sales and adjusted EBITDA) were below threshold yielding 0%, and the Committee applied discretion to pay 40% of target given contextual adjustments; for Siegner, target $278,400, resulting in $111,360 .
Performance Compensation
Annual Incentive Plan (FY2025)
| Metric | Weight | Threshold | Target | Stretch | Maximum | Actual | Weighted Payout |
|---|---|---|---|---|---|---|---|
| Net Sales ($M) | 50% | 700 (=50%) | 735 (=100%) | 752.5 (=150%) | 770 (=200%) | 680.6 | 0% |
| Adjusted EBITDA ($M) | 50% | 52.7 (=50%) | 58.9 (=100%) | 61.7 (=150%) | 64 (=200%) | 47.8 | 0% |
| CSAT (Gate) | Condition to 200% | Target 85.6% | — | — | — | 86.1% | Gate met; not applicable due to base payout 0% |
| Total Payout | — | — | — | — | — | — | 0%, adjusted to 40% by Committee |
AIP payout conversion for Siegner:
- Target = 60% of salary = $278,400; Adjusted payout at 40% of target = $111,360 .
PSU Outcomes (FY2025 Tranche Measurement)
| PSU Metric | Weight | Threshold | Target | FY2025 Result | Achievement | Shares Earned (FY2025) |
|---|---|---|---|---|---|---|
| Net Sales | 50% | 588 (=25%) | 735 (=100%) | 680.6 | 72.3% | — |
| Adjusted EBITDA | 50% | 47 (=25%) | 58.9 (=100%) | 47.8 | 29.2% | — |
| Total Payout % of Target (FY2025 Tranche) | — | — | — | — | 50.8% | 2,576 shares for Siegner |
- PSU tranches pay one-third annually over three consecutive 12-month periods if 80–100% performance is achieved; unearned tranches may carry forward in limited cases (FY2024 tranche balances carried forward: 3,189 for Siegner) .
FY2025 Equity Grants and Vesting Schedules
| Award Type | Grant Date | Target Shares | Vesting / Performance Terms | Grant Date Fair Value ($) |
|---|---|---|---|---|
| RSU | 06/11/2024 | 15,212 | Time-based; vests in three equal annual installments over 3 years, subject to continued service | 376,193 |
| PSU | 06/11/2024 | 15,212 (target); threshold 3,803 | Earn 50–100% of target based on net sales and adjusted EBITDA annual metrics; payout in shares if employed on vest date | 376,193 |
| LTPA1 | 06/11/2024 | 28,154 | Performance RSUs; 100% may be earned upon meeting stretch net sales and adjusted EBITDA over a performance period ending no later than FY2027; 50% vest if one of the two targets met; forfeiture if unmet | 696,248 |
- RSUs generally settle in common stock upon vest if employed; Company does not grant stock options since 2019 .
- FY2023/FY2024 LTPAs were canceled and forfeited in FY2025 given macro outlook, with shares returned to the pool; not applicable to Siegner as his LTPA awards were FY2025 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (shares) | 14,633 (9,563 outstanding + 5,070 subject to options/RSUs within 60 days) . |
| Ownership % of Outstanding | <1% (“*” in proxy); shares outstanding at record date: 14,845,078 . |
| Vested vs Unvested (FY2025 YE) | Unvested RSUs: 6,378 (6/30/2023 grant) and 15,212 (6/11/2024 grant) . |
| Unearned Performance Awards (FY2025 YE) | PSUs: 9,566 and 15,212; LTPA1: 28,154 (subject to performance) . |
| Shares pledged as collateral | None disclosed for Siegner; pledging prohibited without Board approval; CEO has a separate pledge disclosure (not applicable to Siegner) . |
| Ownership Guidelines | EVP & CFO required to hold 2× base salary within five years; all NEOs in compliance or on track as of FY2025 . |
| Trading/10b5-1 | Insider Trading Policy requires preclearance, quarterly windows; hedging, pledging, derivatives and margin trading prohibited absent Board approval; policy updated for SEC Rule 10b5-1 changes in 2024 . |
Employment Terms
| Term | Siegner |
|---|---|
| Employment Start Date | June 1, 2023 . |
| Base Salary (as of May 1, 2024) | $464,000 . |
| Target AIP | 60% of base salary ($278,400); max 120% of base . |
| Long-Term Incentive Targets | RSUs + PSUs (equally weighted) target $791,000; LTPA1 target $732,000 . |
| Severance (No Cause / Good Reason) | 12 months salary continuation; 12 months health/life benefits; pro-rata AIP based on performance; unvested RSUs/PSUs vest in full; LTPAs forfeited . |
| Change in Control / Existing Investor Asset Disposal | 12 months salary continuation; 12 months health/life; pro-rata AIP; unvested RSUs/PSUs vest in full; LTPAs vest pro-rata based on months of service . |
| Potential Payments (Illustrative at FY2025 YE) | $1,953,547 (termination without cause/good reason); $2,673,726 (following change-in-control or Existing Investor Asset Disposal) . |
| Clawbacks | Dodd-Frank compliant clawback and Company policy for misconduct causing material noncompliance; recovery of excess incentive comp for prior 3 fiscal years . |
Compensation Structure Analysis
- Year-over-year changes: Base salary increased to $460,500 in FY2025 from $300,000 in FY2024; target AIP raised to 60% from 55%; LTI target values increased to align with peer group benchmarks .
- Discretionary bonuses were paid despite below-threshold AIP metric results (net sales and adjusted EBITDA at 0% payout), with Committee exercising discretion to pay 40% of AIP target and additional discretionary amounts recognizing restatement leadership and strategic progress (total discretionary bonus for Siegner: $203,520) .
- Shift toward performance-contingent equity: PSU tranches and LTPA1s emphasize net sales and adjusted EBITDA outcomes, with FY2025 PSU tranche earning 50.8% of target for Siegner (2,576 shares), while prior-year PSUs with 90% thresholds did not earn; LTPAs require stretch multi-year targets through FY2027 .
- Governance-friendly features: No option repricing; no tax gross-ups; robust stock ownership guidelines; clawback policy; anti-hedging/pledging restrictions; independent Compensation Committee and use of FW Cook as independent consultant .
Investment Implications
- Alignment and retention: Siegner’s mix is heavily at-risk via PSUs/LTPA1s tied to net sales and adjusted EBITDA, with multi-year stretch targets through FY2027 supporting retention and long-term alignment; RSUs provide baseline retention across three-year vesting .
- Near-term selling pressure: Vests occur on RSUs’ anniversaries and PSU tranches annually conditional on performance; trading is restricted to quarterly windows and requires preclearance, mitigating opportunistic sales; no pledging disclosed for Siegner reduces forced-sale risk .
- Pay-for-performance tension: FY2025 AIP metrics missed threshold yet Committee paid 40% of target and discretionary bonuses, indicating willingness to use judgment amid macro/tariff headwinds; investors should monitor consistency of discretion vs outcomes in FY2026+ .
- Change-in-control economics: Full vest of RSUs/PSUs and pro-rata LTPA vesting upon change-in-control increase potential equity acceleration; severance at 12 months cash and benefits is market-aligned and unlikely to be value-destructive absent a transaction .
- Execution signals: FY2025 PSU tranche earned at 50.8% suggests partial performance attainment; CFO commentary emphasizes gross margin levers (tariffs, promotions) and multi-quarter path to margin restoration, which would directly enhance PSU/LTPA outcomes and bottom line leverage if achieved .
Overall: Compensation is structured to incentivize multi-year revenue and EBITDA growth with retention via RSUs; governance controls (ownership guidelines, clawbacks, anti-hedging) support alignment. Watch for FY2026–FY2027 performance vs PSU/LTPA targets, any further use of AIP discretion, and evidence of sustained gross margin improvement under Siegner’s financial leadership .