Michelle M. Kelly
OXFORD INDUSTRIESAbout Michelle M. Kelly
Michelle M. Kelly (age 46) is Chief Executive Officer of Lilly Pulitzer (an Oxford Industries operating group), a role she has held since 2016 after serving as President in 2015 and rising through merchandising, marketing, retail, and eCommerce leadership roles since 2010; she has worked at Lilly Pulitzer for ~20 years . As an OXM NEO, her pay is highly performance‑linked: annual cash incentives are tied to operating group profit before taxes (PBT), and long‑term incentives are primarily relative TSR PSUs with multi‑year vesting . Company performance context: cumulative TSR index was 136.01 in FY2024 vs 151.44 in FY2023; FY2024 Net Income was $92.973m and PBT $102.432m (both down vs FY2023) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Lilly Pulitzer (OXM) | CEO | 2016–present | Leads brand strategy and direct-to-consumer execution for OXM’s Lilly Pulitzer operating group . |
| Lilly Pulitzer (OXM) | President | 2015 | Oversight preceding CEO promotion; continued brand growth initiatives . |
| Lilly Pulitzer (OXM) | EVP/SVP Brand Distribution, Marketing & Merchandising | 2013–2015 | Drove product, marketing, and channel strategy across DTC . |
| Lilly Pulitzer (OXM) | SVP Merchandising, Marketing & Retail | 2010–2013 | Advanced merchandising and retail execution . |
| Lilly Pulitzer (OXM) | VP eCommerce, Online Marketing & Stores | 2010 | Built eCommerce and omni capabilities . |
External Roles
- No public company directorships or external roles disclosed for Ms. Kelly in OXM proxies .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 597,692 | 610,385 | 621,923 |
| Target Bonus % of Salary | — | 60% | 60% |
| Target Bonus ($) | — | 369,000 | 375,000 |
| Actual Bonus Paid ($) | 348,289 | 0 (below threshold) | 0 (below threshold) |
Notes:
- FY2024 cash bonus tied to Lilly Pulitzer PBT; below threshold so paid 0% .
- FY2023 group PBT also missed threshold for Lilly Pulitzer; 0% payout for Ms. Kelly .
Performance Compensation
Annual Cash Incentive (Operating Group PBT)
| Fiscal Year | Metric | Threshold ($000s) | Target ($000s) | Maximum ($000s) | Actual | Payout |
|---|---|---|---|---|---|---|
| 2024 | Lilly Pulitzer PBT | 40,600 | 49,200 | 57,800 | < Threshold | 0% |
| 2023 | Lilly Pulitzer PBT | 51,000 | 60,000 | 69,000 | 45,871 | 0% |
- Metric weighting: annual bonus based solely on PBT for operating group CEOs (Lilly Pulitzer for Ms. Kelly) .
- Corporate‑level NEOs (CEO/CFO/CIO) are based on total company PBT; brand CEOs are based on their operating group PBT .
Long-Term Equity (PSUs and RSUs)
| Grant Year | Type | Target Shares | Grant Date | Vesting | Performance Metric / Payout Curve | Grant-Date Fair Value ($) |
|---|---|---|---|---|---|---|
| 2024 | PSUs | 4,750 | 3/20/2024 | Earned shares vest 5/28/2027 | 3‑yr relative TSR; 0%<25th, 25%=25%, 50%=100%, 75%=150%, ≥90%=200%; cap at 100% if absolute TSR negative | 665,760 |
| 2024 | RSUs (service) | 2,250 | 3/20/2024 | Cliff vest 5/28/2027 | Service-based | 248,693 |
| 2023 | PSUs | 4,480 | 3/17/2023 | Earned shares vest 5/29/2026 | 3‑yr relative TSR; same schedule; cap if absolute TSR negative | 684,902 |
| 2023 | RSUs (service) | 1,920 | 3/17/2023 | Cliff vest 5/29/2026 | Service-based | 221,222 |
| 2021 (payout in 2024) | PSUs | 4,500 target | — | Vested 5/31/2024 (performance period ended 5/3/2024) | Relative TSR resulted in 187.36% payout; shares earned: 8,432 | — |
- Realization: In FY2024, total shares vested for Ms. Kelly were 10,432 with value realized of $1,154,718 at $110.69/share (includes 2021 PSUs and a service tranche) .
Equity Ownership & Alignment
| As-of Date | Beneficial Ownership (shares) | % of Outstanding | Unvested Service-Based RSUs | Unearned PSUs (target) | Stock Ownership Guideline | Hedging / Pledging |
|---|---|---|---|---|---|---|
| 4/17/2025 (beneficial), 2/1/2025 (awards) | 47,597 | <1% | 6,170 (2,000 vest 5/30/2025; 1,920 vest 5/29/2026; 2,250 vest 5/28/2027) | 14,230 (FY2022 5,000; FY2023 4,480; FY2024 4,750) | Executives must hold 1.5x salary; each NEO has satisfied guideline | Hedging and pledging prohibited for directors/executives |
Notes:
- Options: OXM has not granted options since 2003; no options outstanding for NEOs .
- Ownership figures exclude unvested RSUs (not counted as beneficial ownership) .
Employment Terms
| Provision | Terms |
|---|---|
| Employment status | At‑will; no employment or severance agreements for NEOs . |
| Cash severance multiples | Not specified (no severance agreements) . |
| Change‑of‑control vesting | “Double trigger” for outstanding awards: requires CoC + termination (good reason/without cause). Exception: if PSUs are not assumed/continued, vest at target (if CoC in year 1) or based on actual TSR through CoC date (after year 1); service‑based RSUs vest upon a qualifying CoC termination . |
| CoC/death/disability/retirement value (as of 2/1/2025) | CoC termination: 20,400 shares vest ($1,710,744 at $83.86) . Death/disability: 20,400 shares vest ($1,710,744) . Retirement: not eligible (—) . |
| Clawback | Dodd‑Frank/NYSE compliant recoupment policy adopted in 2023; covers incentive‑based cash and equity upon material restatement . |
| Non‑compete / Non‑solicit | Not specifically disclosed in proxy; standard at‑will status . |
| Perquisites | Modest merchandise discounts/complimentary meals; Lilly Pulitzer operating group does not participate in exec medical plan (so Ms. Kelly not eligible) . |
| Deferred compensation | Participates in OXM Non‑Qualified Deferred Compensation Plan; FY2024 registrant contribution $17,681 and year‑end aggregate balance $220,399 . |
Compensation Structure Analysis
- Year‑over‑year mix and stringency: Base salary up ~1.6% in FY2024 ($625k target base) vs FY2023 ($615k) , with zero annual bonus in both FY2023 and FY2024 due to PBT misses at Lilly Pulitzer—evidence of pay-for-performance discipline .
- Equity emphasis and risk profile: Since FY2020, OXM shifted performance equity to 3‑year relative TSR PSUs (0–200% payout, capped at 100% if absolute TSR is negative), plus 3‑year cliff RSUs—reducing single‑year earnings sensitivity and increasing multi‑year shareholder alignment .
- Realized outcomes: The FY2021 PSU cycle paid 187.36% (Ms. Kelly earned 8,432 PSUs), reinforcing alignment when relative TSR outperforms .
- Governance guardrails: No hedging/pledging, Dodd‑Frank clawback, double‑trigger CoC vesting, no option repricing/underwater buyouts; no employment/severance agreements; no tax gross‑ups .
Say‑on‑Pay, Peer Group, and Shareholder Feedback
- Say‑on‑Pay support: ~98% approval at the 2024 annual meeting; Compensation Committee reviewed shareholder feedback but made no adverse changes given strong support .
- Compensation peer group (used for benchmarking): Buckle, Carter’s, Children’s Place, Columbia Sportswear, Crocs, Deckers, Destination XL, G‑III, Guess?, J.Jill, Lands’ End, Steven Madden, Tilly’s, Wolverine World Wide, Zumiez .
Performance & Track Record (context during tenure)
- TSR and profitability context: Cumulative TSR index was 136.01 in FY2024 (down from 151.44 in FY2023). Net Income and PBT were $92.973m and $102.432m in FY2024 vs $60.703m and $173.207m in FY2023 (impacted by macro and retail normalization) .
- Brand PBT goals: Lilly Pulitzer PBT fell below threshold in FY2023 (actual $45.871m vs $60.0m target) and below threshold again in FY2024, driving 0% annual bonus .
- Long‑term equity earning: 2021–2024 PSU payout at 187.36% underscores execution vs peers on relative TSR over that period; Ms. Kelly realized 10,432 vested shares in FY2024 valued at $1.155m .
Risk Indicators & Related Party
- Red flags screened: No related party transactions disclosed for FY2024 ; no option repricing or cash buyouts; no hedging/pledging; no tax gross‑ups; robust clawback .
- Retention considerations: Two consecutive years of 0% cash bonus (FY2023–FY2024) offset by meaningful unvested equity scheduled to vest 2025–2027 (6,170 time‑based RSUs and 14,230 target PSUs outstanding as of FY2024 year‑end) .
Equity Award Vesting Schedule (Outstanding at FY2024 Year‑End)
| Grant | Instrument | Quantity | Vesting/Performance |
|---|---|---|---|
| Mar 2022 | RSUs (service) | 2,000 | Vest 5/30/2025 . |
| Mar 2023 | RSUs (service) | 1,920 | Vest 5/29/2026 . |
| Mar 2024 | RSUs (service) | 2,250 | Vest 5/28/2027 . |
| FY2022 PSU cycle | PSUs (target) | 5,000 | 3‑yr relative TSR; performance period to 5/2/2025; vest per TSR grid . |
| FY2023 PSU cycle | PSUs (target) | 4,480 | 3‑yr relative TSR; performance period to 5/1/2026; vest per TSR grid . |
| FY2024 PSU cycle | PSUs (target) | 4,750 | 3‑yr relative TSR; performance period to 4/30/2027; vest per TSR grid . |
Ownership Snapshot and Potential CoC Economics
| Item | Value |
|---|---|
| Beneficially owned shares (4/17/2025) | 47,597 (<1% of outstanding) . |
| CoC termination equity vesting (as‑if 2/1/2025) | 20,400 shares; $1,710,744 at $83.86/share . |
| Death/disability equity vesting (as‑if 2/1/2025) | 20,400 shares; $1,710,744 . |
| Retirement equity vesting | Not eligible as of FY2024 year‑end . |
Investment Implications
- Pay‑for‑performance discipline is strong: two straight years of 0% annual bonus for Lilly Pulitzer PBT misses while maintaining significant multi‑year TSR‑based equity; this reduces near‑term cash outflows and aligns realized pay with performance .
- Retention vs supply overhang: Ms. Kelly has substantial unvested equity due 2025–2027 (6,170 time‑based, 14,230 PSUs at target), which supports retention but could create sellable supply around vesting windows depending on performance and trading plans .
- Alignment and governance are robust: meaningful share ownership (47.6k), satisfaction of ownership guidelines, anti‑hedge/pledge, double‑trigger CoC, and a Dodd‑Frank clawback reduce governance risk and signal long‑term alignment .
- Performance sensitivity: With incentives tied to operating group PBT and relative TSR, watch brand‑level margin/pricing initiatives and traffic/mix ahead of FY2025–FY2027 vesting dates; prior TSR cycle paid 187% (positive signal), but FY2024 PBT compression highlights execution risk if consumer softness persists .