Suraj A. Palakshappa

About Suraj A. Palakshappa

Senior Vice President, General Counsel, Treasurer & Secretary at Oxford Industries, Inc. (OXM). Age 49 as of April 17, 2025; previously 48 (2024) and 47 (2023). Joined OXM’s legal department in 2006; served as Vice President‑Law, Deputy General Counsel & Assistant Secretary (2015–2019); appointed General Counsel & Secretary in 2019; named Treasurer in 2022 .
Company performance context: OXM’s long‑term incentive program uses multi‑year relative TSR; revenues rose from FY 2023 to FY 2024, then modestly declined in FY 2025; EBITDA decreased in FY 2024 vs FY 2023 and further declined in FY 2025 . Revenues and EBITDA trend are shown below with exact values and citations.

Past Roles

Fixed Compensation

• Detailed compensation figures (base salary, target bonus %, actual bonus) are disclosed for “named executive officers” (NEOs) only; Mr. Palakshappa is not listed as an NEO in the 2023–2025 proxies, so his individual cash compensation amounts are not disclosed .
• Company program design: executive compensation elements include base salary, short‑term/annual cash incentives, and long‑term equity incentives under the LTIP; decisions overseen by an independent compensation committee advised by an independent consultant .

Performance Compensation

Program‑level structure (applies to NEOs; informs broader executive design):

• Short‑Term/Annual (Cash) Incentive: Company and segment Profit Before Tax (PBT) targets with threshold/target/max, paying based on actual performance; example FY 2022 outcomes for NEOs shown below .
• Long‑Term Incentive Plan (LTIP): Mix of performance‑based RSUs (3‑year relative TSR) and service‑based RSUs (cliff vest at ~3 years). Performance RSUs vest 0–200% of target based on TSR percentile versus a comparator group; payout capped at 100% if absolute TSR is negative .

FY 2022 Short‑Term Incentive (program-level example for NEOs)

Note: The cash incentive metrics above are representative of program design for NEOs; individual metrics/weightings for non‑NEO executives, including Mr. Palakshappa, are not disclosed .

Relative TSR Payout Schedule (LTIP)

LTIP Vesting Milestones (program-level)

Equity Ownership & Alignment

• Stock ownership guidelines (to be met within 5 years of appointment): CEO—4.0x salary; President—2.5x; Executive Vice Presidents—2.0x; All Other Executive Officers—1.5x salary. Unearned performance‑based equity and unexercised options do not count toward guidelines (2025). Directors and executive officers are prohibited from hedging and pledging company stock; retention guideline of one year for vested/option‑exercised shares applies to executives (with nuances for guideline compliance) .

Beneficial ownership tables list directors and NEOs by name; specific share counts for Mr. Palakshappa were not present in the excerpted management tables provided, and RSUs are excluded from beneficial ownership per footnotes .

Employment Terms

• At‑will employment; no written employment or severance agreements for NEOs (disclosed policy level) .
• Equity awards generally feature “double‑trigger” change‑of‑control vesting (CoC + termination without cause or for good reason); performance‑based RSUs may accelerate at target or based on actual relative TSR if awards are not assumed/continued upon CoC. Accelerated vesting also applies for death or disability; qualifying retirement (age 62+ with 5 years) yields prorated vesting at period conclusion .
• Clawback policy aligned with Dodd‑Frank/NYSE standards (adopted 2023), replacing a 2015 policy for incentives paid on/after October 2, 2023 .
• No excise tax gross‑ups; anti‑hedging and anti‑pledging policies; retention guidelines (1 year) for vested shares/options exercised; compensation committee uses independent consultant (Mercer) and peer benchmarking .

Company Performance Context (Revenues and EBITDA)

*Values retrieved from S&P Global.

Compensation Committee Analysis (Peer Group, Process)

• The compensation committee engages independent consultants (e.g., Mercer) and reviews market data and a retail/apparel peer set (e.g., Buckle, Carter’s, Children’s Place, Columbia Sportswear, Crocs, Deckers, DXL, G‑III, Guess?, J.Jill, Lands’ End, Steven Madden, Tilly’s, Wolverine World Wide, Zumiez) to guide design and benchmarking .
• Mr. Palakshappa and other senior executives attend portions of compensation committee meetings to assist with program design and provide market/legal governance updates (program governance detail) .

Investment Implications

• Alignment: Multi‑year relative TSR for performance RSUs, one‑year holding requirements, and strict anti‑hedging/anti‑pledging policies support shareholder alignment and reduce hedging/pledging‑related red flags .
• Retention & Change‑of‑Control: At‑will employment with no guaranteed severance, combined with double‑trigger CoC vesting and retirement/death/disability protections, lowers guaranteed cash outflows while still providing equity‑based retention value—balanced retention risk for key legal/treasury oversight roles .
• Pay‑for‑Performance Context: Program‑level cash incentives tied to PBT and LTIP tied to relative TSR create sensitivity to operating performance and shareholder returns; recent revenue/EBITDA trajectory underscores the importance of disciplined capital allocation and brand execution in equity vesting outcomes .
• Governance Quality: Use of independent compensation consultants, robust clawback, and strong shareholder support (e.g., prior say‑on‑pay approval) point to disciplined compensation oversight—supportive of risk management for legal/tax/treasury leadership continuity .

Notes: Individual compensation, grant counts, and insider trading activity for Mr. Palakshappa are not disclosed in the proxies as he is not listed among NEOs in 2023–2025 materials; ownership compliance is governed by company‑wide policies summarized above .