K. Scott Grassmyer
OXFORD INDUSTRIESAbout K. Scott Grassmyer
K. Scott Grassmyer, age 64, is Oxford Industries’ Executive Vice President, Chief Financial Officer and Chief Operating Officer; he has served as CFO since 2014 and added the COO role in 2022, after progressing through finance and controller roles since 2002 . Oxford’s executive pay program ties annual incentives to company profit before taxes (PBT) and long-term equity to relative total shareholder return (TSR) versus a peer comparator group; in fiscal 2024, company PBT was below threshold, and cumulative TSR since 2020 equated to $136.01 on a $100 initial investment, while fiscal 2024 net income was $92.973 million and PBT $102.432 million . Shareholder support for executive pay was strong, with approximately 98% approval at the 2024 annual meeting .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Oxford Industries, Inc. | Executive Vice President, CFO & COO | CFO since 2014; COO added in 2022 | Finance leadership through multi-brand DTC growth; added COO responsibilities to drive operations and distribution (e.g., new Lyons, GA DC project) |
| Oxford Industries, Inc. | SVP–Finance, CFO & Controller | 2011–2014 | Consolidated finance leadership across operating groups |
| Oxford Industries, Inc. | SVP, CFO & Controller | 2008–2011 | Strengthened corporate controls and reporting |
| Oxford Industries, Inc. | SVP & Controller | 2004–2008 | Oversight of corporate accounting and control environment |
| Oxford Industries, Inc. | VP & Controller | 2003–2004 | Advanced controller responsibilities |
| Oxford Industries, Inc. | Controller | 2002–2003 | Corporate controller role initiation |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base salary set (annual rate) | — | — | $536,000 (effective post-March 2024 committee meeting) |
| Salary paid (reported) | $465,038 | $514,615 (53-week fiscal year) | $530,461 |
| Target bonus (% of base) | — | — | 60% |
| Actual bonus paid | $493,500 | — | — (no awards earned; performance below threshold) |
Notes: FY2023 salary reflects 27 bi-weekly pay periods; FY2024 target bonus converted to $321,600 at target .
Performance Compensation
Annual Cash Incentive – FY2024
| Executive | Metric | Weighting | Threshold (PBT $000s) | Target (PBT $000s) | Max (PBT $000s) | Actual | Payout |
|---|---|---|---|---|---|---|---|
| K. Scott Grassmyer | Total Company PBT | 100% | 144,600 | 175,300 | 206,000 | Below threshold | 0% of target |
Target cash incentive at 60% of base ($321,600); threshold 15% (cash payout formula not reached) .
Long-Term Equity – Awards Granted in FY2024 (LTIP)
| Executive | Instrument | Metric | Target Shares | Max Shares | Vesting Date | Grant-Date Fair Value |
|---|---|---|---|---|---|---|
| K. Scott Grassmyer | Performance RSUs | Relative TSR vs comparator | 7,000 | 14,000 | May 28, 2027 | $981,120 |
| K. Scott Grassmyer | Service RSUs | Service (cliff) | 3,000 | — | May 28, 2027 | $331,590 |
Performance schedule: 0%–200% of target based on TSR percentile (<25%→0%; 50%→100%; ≥90%→200%; capped at 100% if absolute TSR negative); certification post-period end (Apr 30, 2027) with vest on May 28, 2027 .
Prior LTIP Realization (2011–2024 Highlight)
| Executive | PSU Grant (FY2021) Target | PSU Earned % | Shares Earned | Vest Date |
|---|---|---|---|---|
| K. Scott Grassmyer | 4,500 | 187.36% (TSR percentile 86.21%) | 8,432 | May 31, 2024 |
Equity Ownership & Alignment
Beneficial Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| K. Scott Grassmyer | 31,322 | 0.21% (computed from 31,322 / 14,874,764 shares outstanding) |
Notes: Outstanding shares as of April 17, 2025: 14,874,764 . RSUs excluded from beneficial count per table footnote .
Vested vs Unvested Equity (as of Feb 1, 2025)
| Category | Detail | Shares | Market/Payout Value Reference |
|---|---|---|---|
| Unvested service RSUs | 2,700 (vest 5/30/2025); 3,500 (vest 5/29/2026); 3,000 (vest 5/28/2027) | 9,200 | Market value $771,512 at $83.86 per share |
| Unearned performance RSUs (target) | FY2022 6,300 (period ends 5/2/2025); FY2023 6,500 (ends 5/1/2026); FY2024 7,000 (ends 4/30/2027) | 19,800 | Target payout value $1,660,428 at $83.86 per share |
| Options | None outstanding at FY2024 year-end | — | — |
Ownership Policies
- Executive stock ownership guideline: Executive Vice Presidents 2.0x base salary; unearned PSUs and unexercised options excluded; each NEO has satisfied guideline .
- One-year holding period on vested stock/options for executives not meeting ongoing guideline .
- Anti-hedging and anti-pledging: directors and executive officers are prohibited from hedging (puts, calls, swaps) and pledging company stock .
Employment Terms
| Term | Grassmyer Status | Key Details |
|---|---|---|
| Employment agreement | None | All NEOs are at-will; no severance agreements |
| Change-of-control (CoC) vesting | Double trigger for service RSUs; PSUs vest if not assumed/continued (COC treatment by timing); otherwise double trigger | |
| CoC value (hypothetical as of 2/1/2025) | $2,431,940 | 29,000 shares vest × $83.86 per share for CoC termination |
| Death/Disability vesting | $2,431,940 | Grants vest per award terms (service RSUs and target PSUs) |
| Retirement eligibility | Eligible | Only NEO meeting qualifying retirement (age 62 + 5 years); pro-rata vesting applies; hypothetical $1,470,988 value |
| Clawback policy | Adopted 2023 | Recoupment of incentive-based comp upon restatement per SEC/NYSE rules; supersedes 2015 policy for comp on/after Oct 2, 2023 |
Compensation Structure Details
Summary Compensation – Multi-Year
| Component ($) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary | $465,038 | $514,615 | $530,461 |
| Stock awards (grant-date fair value) | $925,605 | $1,396,990 | $1,312,710 |
| Non‑equity incentive (cash) | $493,500 | — | — |
| All other compensation | $93,991 | $199,877 | $141,440 |
| Total | $1,978,134 | $2,111,482 | $1,984,611 |
All other compensation (FY2024) breakdown: Executive health insurance $24,810; 401(k) contributions $17,450; Non-qualified plan contribution $13,317; Dividends/dividend equivalents on unvested awards $85,863 .
Deferred Compensation – Activity and Balance
| Item | Amount |
|---|---|
| Executive contributions (FY2024) | $123,265 |
| Company contributions (FY2024) | $13,317 |
| Aggregate earnings (FY2024) | $107,164 |
| Aggregate balance (as of 2/1/2025) | $1,376,350 |
Plan features: up to 50% salary and 100% bonus deferral; unfunded plan subject to company creditors; distribution and investment options per plan; company contributes 5% on comp above IRS 401(k) limit if at least 1% salary deferred .
Incentive Design, Peer Group, and Governance
- Annual cash incentive metrics: PBT (company and operating groups), with threshold/target/max and capped individual award levels; none earned in FY2024 .
- Long-term equity: mix of service-based RSUs and performance RSUs based on relative TSR; PSU payout linearly interpolated by percentile and capped at 100% if absolute TSR negative .
- Peer group used for benchmarking/design: Buckle, Carter’s, Children’s Place, Columbia Sportswear, Crocs, Deckers, Destination XL, G‑III, Guess?, J.Jill, Lands’ End, Steve Madden, Tilly’s, Wolverine, Zumiez .
- Compensation consultant: Mercer (US) Inc.; committee determined Mercer independent; benchmarking and program design advice .
- No excise/golden parachute tax gross-ups; no option/SAR repricing or cash buyouts without shareholder approval .
Performance & Track Record Context
| Measure | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Net income ($000s) | (95,692) | 131,321 | 165,735 | 60,703 (includes $113.6m non‑cash impairments) | 92,973 |
| PBT ($000s) | (83,611) | 150,568 | 195,961 | 173,207 | 102,432 |
| Company TSR ($100 initial investment) | $96.01 | $121.22 | $179.78 | $151.44 | $136.01 |
| Peer group TSR ($100 initial investment) | $97.80 | $96.33 | $70.25 | $57.39 | $62.76 |
FY2024 highlights: direct-to-consumer 81% of net sales; U.S. 97% of sales; execution on brand integrity and distribution center build amid challenging consumer sentiment .
Investment Implications
- Pay-for-performance alignment remains strong: 100% of Grassmyer’s FY2024 annual incentive tied to company PBT, which was below threshold resulting in zero cash incentive; long-term PSUs fully contingent on relative TSR with clear payout caps .
- Upcoming vesting events may create supply/insider selling pressure windows: service RSUs vest on May 30, 2025 (2,700 shares), May 29, 2026 (3,500), and May 28, 2027 (3,000); PSUs for FY2022–FY2024 could vest between 0–200% of target with performance periods ending in 2025–2027 .
- Alignment and risk controls are robust: meaningful ownership guidelines (EVP 2× base salary) with compliance achieved; mandatory holding periods; explicit prohibitions on hedging and pledging; Dodd‑Frank compliant clawback policy adopted in 2023 .
- Retention risk modest but non‑zero: Grassmyer is retirement‑eligible (age ≥62 with 5 years) and would receive pro‑rata vesting on departure, potentially reducing forfeiture risk; however, absence of severance agreements and double‑trigger CoC vesting reduce guaranteed exit economics .
- Governance and shareholder sentiment supportive: ~98% say‑on‑pay approval at 2024 indicates investor acceptance of design and outcomes; no related party transactions disclosed; compensation committee independence maintained .