Todd Vogensen
About Todd Vogensen
Todd E. Vogensen, 56, has served as Purple Innovation’s Chief Financial Officer and Treasurer since October 2023. He previously was CFO of Party City (2020–2023) and Chico’s FAS (2015–2020) after finance roles at Michaels, Gap, HP and PwC; he holds a B.S. in Accounting from Arizona State University . During Vogensen’s tenure, 2024 net revenues fell 4.4% to $487.9 million, gross profit improved to $181.1 million, and the net loss narrowed to $97.9 million; Bonus Adjusted EBITDA was -$19.6 million, gating out any annual cash bonus payout . Pay-versus-performance disclosures show compensation sensitivity to TSR and stock price; the Company’s cumulative TSR metric reports a $100 initial investment valued at $8.96 in 2024, reflecting the long-term stock decline underlying equity-linked pay .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Party City Holdings Inc. | EVP & Chief Financial Officer | 2020–2023 | Led finance through restructuring and retail demand volatility; 10-K notes prior Party City Chapter 11 filing history context . |
| Chico’s FAS, Inc. | EVP & Chief Financial Officer | 2015–2020 | Drove multi-year retail turnaround and cost discipline . |
| Michaels Stores, Gap Inc., Hewlett Packard, PwC | Various finance and investor relations roles | Prior to 2015 | Built multi-sector finance, FP&A, IR experience across consumer and technology . |
External Roles
No external public-company directorships disclosed in the executive biography or 10-K executive officer section reviewed .
Fixed Compensation
| Component | 2024 Terms | Notes |
|---|---|---|
| Base Salary | $600,000 | As of year-end 2024; unchanged vs 2023 . |
| Target Annual Bonus (STIP) | 75% of base salary | Eligible beginning 2024 . |
| Actual 2024 Bonus Paid | $0 | STIP threshold not met on Net Revenue and Bonus Adjusted EBITDA . |
| Sign-on Bonus | $100,000 | Paid in two installments (30 days; 6 months); subject to clawback if departure within 24 months under certain conditions . |
| Special Recognition Bonus | $750,000 total (15 months salary) | Paid 10% on Aug 1, 2024 ($75,000), 20% on Feb 1, 2025 ($150,000), 70% due Aug 1, 2025 ($525,000) . |
| Change-in-Control Acceleration for Special Recognition Bonus | 100% of remaining amount vests/payable upon consummation of a change in control prior to Aug 1, 2025 if employed through closing | Board-amended March 12, 2025 (Letter Agreements) . |
| Commuting & Relocation | One year commuting reimbursement; relocation costs incl. up to $5,000 secondary move | Per offer letter . |
| Benefits | 401(k) match up to 5%, medical/dental, paid leave; no pension/SERP | Broad-based benefits; no excise tax gross-ups . |
Performance Compensation
Short-Term Incentive Plan (2024)
| Metric | Weighting | Threshold | Target | Stretch | Max | Actual (2024) | Payout |
|---|---|---|---|---|---|---|---|
| Net Revenue ($mm) | 50% | $550.0 | $600.0 | $700.0 | $800.0 | $487.9 | 0% (below threshold) |
| Bonus Adjusted EBITDA ($mm) | 50% | $5.1 | $8.5 | $24.6 | $43.5 | -$19.6 | 0% (threshold not met) |
Notes: Bonus Adjusted EBITDA excludes non-recurring/legal/severance/showroom items and bonus accrual; threshold gating applies (no payout unless Bonus Adjusted EBITDA threshold met) .
Long-Term Incentive Awards (granted in 2024 unless noted)
| Grant Date | Type | Units / $ | Vesting / Performance | Notes |
|---|---|---|---|---|
| 03/14/2024 | RSUs | 129,630 | 1/3 annually over 3 years from 3/14/2024 | Inducement grant outside 2017 Plan . |
| 06/20/2024 | RSUs | 72,347 | 1/3 annually over 3 years from 3/31/2024 | Annual RSUs under 2017 Plan . |
| 03/14/2024 | PSUs | Threshold: 60,185; Target/Max: 240,741 | Cliff vests 03/14/2027 based on 60-day VWAP meeting price targets | PSU metric is stock price VWAP thresholds; earned 0–100% . |
| 03/12/2025 | Special RSUs | 450,000 | Vest at earlier of change in control or 03/12/2028; pro rata vesting upon involuntary termination (other than cause) | Retention-oriented award under 2017 Plan . |
Notes: In 2024, other NEOs received 80% performance-based long-term cash with stock-price thresholds (e.g., 10% vest at $2.50; 100% at $5.25; 200% at $8.20 VWAP), but Vogensen’s package comprised RSUs/PSUs due to his October 2023 inducement grants .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Record Date: 04/14/2025) | 47,868 shares of Class A Common Stock; <1% of outstanding . |
| Outstanding Unvested RSUs (12/31/2024) | 129,630 (Mar 14, 2024 grant) and 72,347 (Jun 20, 2024 grant) . |
| Outstanding Unearned PSUs (12/31/2024) | 240,741 (Mar 14, 2024 grant) . |
| Special RSUs (03/12/2025) | 450,000 (CIC-trigger vesting or time vest by 03/12/2028) . |
| Stock Ownership Guidelines | 3x base salary for NEOs; valued on 20-day VWAP; hold-until-compliance; all NEOs progressing as of 12/31/2024 . |
| Anti-Hedging/Pledging | Hedging discouraged unless pre-cleared; short sales, options, margin accounts and pledges prohibited . |
| 10b5-1 Plans (Q4 2024) | No adoptions/modifications/terminations by directors or executive officers in Q4 2024 . |
Employment Terms
| Term | CFO (Todd Vogensen) |
|---|---|
| Start Date | October 16, 2023 . |
| Severance | If terminated without Cause: up to 14 weeks plus 1 week per completed year of service; based on Company severance policy . |
| Equity on Termination | Unvested PSUs/RSUs forfeited upon termination without Cause unless within 12 months following a change in control (per 2017 Plan terms/committee discretion) . |
| Change-in-Control Provisions | Committee may accelerate equity under the 2017 Plan; special RSUs (03/12/2025) vest on CIC or by time; special recognition bonus accelerates upon CIC if employed through closing . |
| Clawback | 2023 Incentive Compensation Clawback Policy applies to current/former employees receiving incentive-based compensation . |
| Relocation/Commuting | One-year commuting reimbursement; relocation support including secondary move up to $5,000 . |
Performance & Track Record
- 2024 Operating Results: Net revenues decreased to $487.9 million (-4.4% YoY); gross profit improved to $181.1 million (37.1% margin vs. 33.7% in 2023) amid supply chain and efficiency gains; net loss narrowed to -$97.9 million; Operating expenses decreased by $12.2 million, though restructuring charges totaled $35.4 million .
- STIP Outcome: No payout given failure to meet Net Revenue and Bonus Adjusted EBITDA thresholds for 2024 .
- Pay vs Performance: Company reports compensation actually paid aligns with TSR and adjusted EBITDA over time; 2024 TSR value for a $100 initial investment was $8.96, underscoring equity sensitivity in a downcycle .
- Governance & Risk: Anti-hedging/pledging restrictions; 2024 Say-on-Pay approval exceeded 98% .
Compensation Structure Analysis
- Shift in Mix: CFO package relies on RSUs/PSUs in 2024 (inducement and annual grants) versus performance cash used for other NEOs; this preserves share reserve and reduces burn during low share price periods .
- STIP Rigor: Equal weighting on Net Revenue and Bonus Adjusted EBITDA with gating; no discretionary override applied despite threshold misses .
- Retention Design: Special recognition bonus (timed installments) and 2025 special RSUs with CIC-trigger vesting provide retention and transaction continuity incentives .
- Governance Safeguards: No excise tax gross-ups; clawback policy; anti-hedging/pledging; independent compensation consultant (LB&Co.) and refreshed 2025 peer group .
Compensation Peer Group (2025 planning cycle)
- Peer list includes Bassett Furniture, Canada Goose, Culp, FIGS, Haverty, Kirkland’s, Ethan Allen, Lovesac, Hooker Furnishings, Flexsteel, GoPro, RealReal, Traeger, Warby Parker, Beyond, iRobot; medians: revenue ~$617.8m, market cap ~$331.0m .
Equity Ownership & Related Party Notes
- Beneficial Ownership Concentration: Coliseum and affiliates beneficially owned ~49.6% (including warrants subject to cap), indicating sponsor influence on financing and governance .
- Registration Rights/Warrants: March 12, 2025 Registration Rights Agreement filed to register resale of warrants and shares held by Coliseum affiliates .
Investment Implications
- Alignment and Rigor: Zero STIP payout in 2024 underscores a tight pay-for-performance design; PSUs tied to multi-year stock-price VWAP and stock ownership guidelines enhance alignment .
- Retention vs. Transaction Signal: Special recognition bonus CIC acceleration and 450,000 special RSUs with CIC vesting suggest retention planning ahead of potential strategic alternatives; monitoring Board/8-K disclosures is prudent for timing risk .
- Execution Risk: Despite operational improvements, negative Bonus Adjusted EBITDA and long-run TSR pressure reflect turnaround risk; CFO’s prior retail restructuring experience may be additive, but investor focus stays on gross margin durability, SG&A discipline, and cash generation .
- Trading Considerations: Lack of 10b5-1 adoptions in Q4 2024 and anti-pledging policy remove some technical selling overhang; watch Form 4s for RSU tax-withholding sales and any CIC-related vesting events .