John Szczepanski

About John Szczepanski

John Szczepanski, 54, was appointed Chief Financial Officer of The Children’s Place (PLCE) effective March 31, 2025, bringing over 20 years of retail finance experience, most recently as CFO of Vince Holding Corp., and previously senior finance leadership culminating as CFO – Global Supply Chain, Brands and the Lifestyle Group at Ralph Lauren. He holds an M.S. in Finance from Boston College and a B.S. in Accounting from Fordham University . He steps into the role following a turbulent period for PLCE: FY2024 company TSR (value of initial $100) stood at $16, net income was a loss of $57.8 million, while Adjusted Operating Income was $52.7 million, framing a turnaround mandate for the finance function .

Past Roles

External Roles

Fixed Compensation

Company-wide fixed comp context: PLCE used external benchmarking and FW Cook as independent advisor; salary levels generally targeted around industry median to balance retention and risk .

Performance Compensation

• FY2024 annual bonus plan: due to change of control and lack of visibility, PLCE used committee discretion to award cash bonuses to NEOs emphasizing retention; targets were not set in May as normal. This underscores a transitional year with weaker formulaic pay-for-performance linkages for incumbents; John’s bonus plan will follow his new Letter Agreement terms prospectively .

Equity Ownership & Alignment

PLCE policy alignment is strong on anti-hedging/pledging and ownership multiples, supporting long-term alignment; compliance status for Szczepanski will be measured over the standard time horizon .

Employment Terms

Performance & Track Record

• Background and credentials: 20+ years in retail finance across Vince Holding Corp. (public-company CFO) and Ralph Lauren (CFO roles across global supply chain and brand groups); MS Finance (Boston College), BS Accounting (Fordham) .
• Company performance context into his arrival: FY2024 TSR value $16 (vs Peer Group $140), net loss $57.8M, Adjusted Operating Income $52.7M; indicates a challenging baseline and need for operational and capital structure discipline .
• CFO remit at PLCE: oversees finance, accounting, FP&A, tax, treasury, procurement, investor relations, internal audit and real estate .

Compensation Committee & Governance Context

• PLCE is a “controlled company” post-change of control; the board elected to rely on Nasdaq controlled-company exemptions for certain independence requirements, with Mithaq as controlling shareholder (~62.2%) .
• Compensation oversight: Human Capital & Compensation Committee chaired by Muhammad Asif Seemab; FW Cook serves as independent compensation consultant .
• 2024 LTIP design emphasized Adjusted Free Cash Flow due to strategic transition and lower visibility, with 33% TRSUs (1-year) and 67% PRSUs (vesting years 2 and 3) .

Vesting Schedules and Insider Selling Pressure

• New-hire equity: time-vested RSU grant ($600,000 FV) to Szczepanski; vesting cadence not disclosed in 8-K .
• Company precedent: 2024 TRSUs typically vest after one year; PRSUs vest in equal tranches in years 2 and 3, with performance based on Adjusted Free Cash Flow for FY2025 and FY2026 .
• Hedging/pledging ban reduces risk of forced selling from collateral calls; actual insider sales/Forms 4 for Szczepanski were not disclosed in the 8-K or proxy cited herein .

Compensation Structure Analysis

• Cash vs equity mix for CFO at hire: $525k base + 60% target bonus + $600k time-based RSU + $200k sign-on; initial equity is time-based (lower performance linkage in year one), consistent with retention-focused new-hire packages .
• Company shifted 2024 LTIP toward Adjusted Free Cash Flow (100% weighting for PRSUs) to better align with capital discipline and liquidity in a transition year; performance targets not disclosed given sensitivity .
• Discretionary 2024 bonuses to NEOs (ex-Umair target structure) due to inability to set targets post-change of control; signals transitional incentive structure with retention emphasis amid strategic reset .

Equity Ownership & Alignment (Detail Table)

Investment Implications

• Alignment: Strong policy framework (no hedging/pledging, ownership multiple, clawback) combined with a new-hire package that is equity-bearing supports alignment, though the initial time-based RSUs moderate immediate pay-for-performance linkage; expect future awards to incorporate PRSUs tied to Adjusted Free Cash Flow under current LTIP design .
• Retention risk: Upfront sign-on and time-vested equity are retentive. Specific severance/CIC terms for Szczepanski are not yet disclosed; PLCE’s practice provides CIC protection to certain executives with double-trigger and best-net cutback, but absence of explicit CFO terms leaves some uncertainty on exit economics until the Letter Agreement is filed .
• Execution risk: He inherits a business emerging from a change of control with negative FY2024 net income and depressed TSR, but positive Adjusted Operating Income; finance priorities likely include liquidity management, supply-chain cost controls, and capital structure optimization consistent with the PRSU metric focus on adjusted free cash flow .
• Governance overlay: Controlled-company status centralizes influence with Mithaq (~62.2%); recent charter amendments proposed to allow action by written consent and shareholder ability to fill board vacancies reflect this ownership structure, potentially accelerating strategic moves but reducing minority-holder leverage; compensation oversight and strategy will operate within this governance context .

Key near-term watch items: filing of Szczepanski’s Letter Agreement (to confirm severance/CIC, vesting schedules, and any relocation/other perqs), first disclosures of RSU vesting timetable, and initial communications on capital allocation and cash flow targets .