Muhammad Umair
Childrens PlaceAbout Muhammad Umair
Muhammad Umair, age 39, is President and Interim Chief Executive Officer of The Children’s Place and serves as a Director since 2024; he was appointed interim CEO on May 20, 2024 and is a Chartered Accountant (Pakistan and England & Wales) with 16+ years in investment management, corporate advisory, due diligence, and audit . Company performance in fiscal 2024 under his early tenure: Net income was a loss of $57.819 million and adjusted operating income was $52.720 million; Company TSR value of an initial $100 investment was $16 vs Peer Group $140 . Biography highlights include Senior Advisor at Origin Funding Partners (trade finance), Head of Advisory at Armacom, and Senior Auditor at Ernst & Young .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Origin Funding Partners | Senior Advisor | Not disclosed | Led credit, recovery, and due diligence for a trade finance fund |
| Armacom | Head of Advisory | Not disclosed | Corporate advisory and operational/financial diligence leadership |
| Ernst & Young | Senior Auditor | Not disclosed | Audit and assurance experience foundational to finance leadership |
External Roles
No current public-company board roles beyond PLCE disclosed; prior external roles include Senior Advisor at Origin Funding Partners (private fund) .
Fixed Compensation
| Component | Fiscal 2024 | Notes |
|---|---|---|
| Base Salary | $437,500 | Commenced as executive officer May 20, 2024 |
| Annual Bonus (Actual) | $300,000 | HC&C Committee exercised discretion given change-in-control transition |
| Annual Bonus (Target) | $650,000 | Maximum $1,300,000 |
| All Other Compensation | $23,349 | Vehicle lease $22,320; insurance premiums $1,030 |
| Director Fees (pre-CEO) | $17,550 cash; $125,415 stock | Served as independent director until May 20, 2024 |
Performance Compensation
LTIP Structure and Metrics
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Adjusted Free Cash Flow (Company) | 100% | Not disclosed | Not disclosed | 0–200% of target PRSUs | 50% vests Apr 2026 (FY2025 metric), 50% vests Apr 2027 (FY2026 metric); employment required |
2024 Grants Summary (Awarded Nov 1, 2024)
| Award Type | Target Shares | Max Shares | Grant-Date Fair Value |
|---|---|---|---|
| PRSUs | 53,333 | 106,666 | $750,395 |
| TRSUs | 26,667 | N/A | $375,205 |
| PRSU Max Fair Value (disclosed) | — | — | $1,500,791 (max possible vesting) |
Vesting details:
- TRSUs vest May 29, 2025 (employment condition) .
- PRSUs vest 50% in Apr 2026 (based on FY2025 metric) and 50% in Apr 2027 (based on FY2026 metric); employment required .
- 2021 PRSUs were converted to service-based on Feb 13, 2024 due to Change in Control and vested in Apr 2025 .
Equity Ownership & Alignment
| Ownership Element | Amount | Notes |
|---|---|---|
| Beneficial Ownership (shares) | 44,984 | As of April 8, 2025; <1% of outstanding shares |
| Unvested TRSUs | 26,667 | Market value $261,070 at $9.79/share (Jan 31, 2025 close) |
| Target PRSUs (unearned) | 53,333 | Market value $522,130 at $9.79/share (target) |
| Hedging/Pledging | Prohibited | Company policy prohibits hedging and pledging for directors/officers/employees |
| Stock Ownership Guidelines | CEO: 5x base salary | Retain 67% of net shares until guideline met |
Additional alignment policies: Clawback covering short- and long-term incentives for restatements and adverse events .
Employment Terms
| Provision | Umair Terms | Notes |
|---|---|---|
| Employment Agreement | Offer letter; no severance entitlement | Company uses offer letters; includes confidentiality, work product, non-solicit, non-compete |
| Severance (no CIC) | Not entitled | Company severance guidelines apply to other NEOs; Umair excluded |
| Change-in-Control (CIC) | No CIC severance | Other NEOs have 1.5x salary+3-year avg bonus; Umair excluded |
| Equity Acceleration | Double-trigger required | All NEO equity subject to double-trigger; potential payouts estimated below |
Potential payments if terminated at FY2024 year-end (Feb 1, 2025):
| Scenario | TRSU Payment | PRSU Payment | Health/Welfare | Total |
|---|---|---|---|---|
| Termination without cause | $261,070 | $522,130 | $2,058 | $785,258 |
| Good Reason | $261,070 | $522,130 | $2,058 | $785,258 |
| Following CIC (with termination) | $261,070 | $522,130 | — | $783,200 |
| Death/Disability | $261,070 | $522,130 | $1,029 | ~$784,229 |
Board Governance
- Board service: Director since 2024; currently President and Interim CEO (employee director; not independent) .
- Committees: Umair is not listed as a member of Audit, CRS&G, or HC&C committees post early 2025 changes (chairs: Audit—Hussan Arshad; CRS&G—Douglas Edwards; HC&C—Muhammad Asif Seemab) .
- Attendance: All directors attended all Board and committee meetings in fiscal 2024 (Board 19 meetings; Audit 7; CRS&G 8; HC&C 5) .
- Controlled company: Following change in control, PLCE relies on Nasdaq controlled company exceptions for committee independence; separate Executive Chairman and CEO roles adopted to reflect controlling shareholder oversight .
- Executive sessions: Director executive sessions without management conducted regularly .
Dual-role implications: As interim CEO and director, Umair is not independent; he does not appear to sit on key oversight committees, mitigating some independence concerns; however, controlled company status concentrates governance influence with the controlling shareholder .
Director Compensation
| Fiscal 2024 | Cash Fees | Stock Awards | Total |
|---|---|---|---|
| Muhammad Umair (pre-CEO period) | $17,550 | $125,415 | $142,965 |
Note: Employee directors do not receive ongoing director retainers; amounts reflect service before May 20, 2024 when Umair became President & Interim CEO .
Compensation Peer Group
| Peer Group (FY2024) |
|---|
| Abercrombie & Fitch; American Eagle Outfitters; Buckle; Caleres; Carter’s; Designer Brands; Genesco; G-III Apparel Group; Guess?; Lands’ End; Oxford Industries; Tilly’s; Zumiez |
Additional Disclosures and Signals
- Discretionary FY2024 bonuses emphasized retention during change-in-control transition; Umair received $300,000 .
- 2024 LTIP mix: 33% time-based RSUs, 67% performance-based RSUs; PRSUs tied entirely to Adjusted Free Cash Flow; specific targets not disclosed given strategic changes .
- Dilution-protected additional shares granted on March 24, 2025 with Form 4 filings on March 26, 2025 (applies to previously granted but unvested awards) .
- Related party financing and rights offering with controlling shareholder Mithaq (debt forgiveness and capital raise), reinforcing controlled-company dynamics .
- Policies: Prohibition on hedging/pledging, clawback of incentive compensation, stock ownership guidelines (CEO 5x salary; 67% net shares retention until met) .
Investment Implications
- Pay-for-performance alignment: Umair’s 2024 equity is majority PRSU linked 100% to adjusted free cash flow with two-year performance horizons, signaling focus on cash generation and deleveraging; lack of severance reduces “pay for failure” risk, while double-trigger equity protects retention through CIC scenarios .
- Near-term selling pressure risk: TRSUs vest May 29, 2025 and PRSUs begin vesting April 2026; while company policy prohibits hedging/pledging and requires 67% net share retention until ownership guidelines are met, beneficial ownership is modest (<1%), so vest events could modestly increase liquidity without a strong mandated hold beyond guidelines .
- Governance overlay: PLCE’s controlled company status and charter changes enhance the controlling shareholder’s ability to act swiftly, reducing minority shareholder checks; Umair’s dual role as interim CEO and director is typical, with committee separation maintained; investors should monitor HC&C execution on FCF-linked PRSUs and Board actions under controlled company exemptions .
- Performance context: Fiscal 2024 saw a net loss and weak TSR vs peers, but meaningful adjusted operating income; equity incentives measured on adjusted FCF may better capture operational improvement; track FY2025/2026 PRSU outcomes as leading indicators of turnaround quality .