Andrew D. Demott, Jr.
About Andrew D. Demott, Jr.
Age 61, Director of Superior Group of Companies (SGC) since 2018; former Chief Operating Officer (2015–Mar 31, 2023) and former Chief Financial Officer/Treasurer across multiple periods (1998–2018; Mar 2020–May 2022). Earlier career includes Audit Manager/Senior Manager at Deloitte & Touche LLP (1992–1995 Manager; 1995–1998 Senior Manager). He brings deep operating, accounting, and financial oversight experience from senior executive roles at SGC.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Superior Group of Companies, Inc. | Chief Operating Officer | May 1, 2015 – Mar 31, 2023 | Senior operating leadership across segments; retired Mar 31, 2023 |
| Superior Group of Companies, Inc. | Chief Financial Officer & Treasurer | May 5, 2010 – Aug 3, 2018; Mar 2020 – May 2022 | Led finance; multiple CFO stints indicate trusted continuity in finance leadership |
| Superior Group of Companies, Inc. | SVP, CFO & Treasurer | Feb 8, 2002 – May 5, 2010 | Company-wide finance oversight |
| Superior Group of Companies, Inc. | VP, CFO & Treasurer; Secretary | Jun 15, 1998 – Feb 8, 2002; Secretary Jul 31, 1998 – Jun 14, 2002 | Corporate finance and governance responsibilities |
| Superior Group of Companies, Inc. | Director | 2018 – Present | Board service since 2018 |
| Deloitte & Touche LLP | Audit Senior Manager; Audit Manager | 1995–1998; 1992–1995 | Public accounting/audit experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte & Touche LLP | Audit Senior Manager; Audit Manager | 1995–1998; 1992–1995 | Led/managed audit engagements; no other public-company directorships disclosed in proxy |
Board Governance
- Independence status: Not listed among independent directors; Board deems Mellini, Siegel, Fields, Spencer, Lattmann independent; Demott is not included in that list (former executive; retired 2023).
- Current SGC board committees and Demott’s assignments:
- Executive Committee: Member; committee authorized to act between board meetings; held 0 formal meetings and no unanimous written consents in 2024.
- Not listed as a member of Audit, Compensation, Corporate Governance/Nominating & Ethics, or Capital Committees.
- Board leadership: CEO also serves as Chair; Board has Lead Independent Director (Paul Mellini) with defined responsibilities (executive sessions, agendas, liaison, evaluations).
- Meetings & attendance: Board met 4 times in 2024; each director attended at least 75% of board and committee meetings; all directors attended the 2024 annual meeting.
| Governance Item | Detail |
|---|---|
| Independence | Not included in list of independent directors |
| Committees | Executive Committee (member) |
| Executive Committee activity | 0 meetings; no written consents in 2024 |
| Board meetings (2024) | 4 meetings; ≥75% attendance by each director |
| Lead Independent Director | Paul Mellini; chartered responsibilities |
| Stock ownership guidelines | $200,000 minimum for independent directors, CEO, CFO; 5-year compliance window (adopted Feb 5, 2021). Demott not categorized as independent in proxy. |
Fixed Compensation (Director; 2024)
| Component | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $43,750 |
| Stock Awards (grant-date fair value) | $74,981 |
| Option Awards (grant-date fair value) | $24,833 |
| Total | $143,564 |
Award detail (equity granted May 9, 2024):
- Restricted Stock: 3,766 shares at $19.91 per share; vest May 8, 2026 if still serving on the Board (subject to accelerated vesting per plan).
- Options: 2,750 options, exercise price $19.91; vest two years from grant; 10-year term.
Performance Compensation
- Director pay is not tied to operating performance metrics; non-employee directors receive annual retainers, committee retainers/premiums, stock options, and restricted stock; no per-meeting fees since May 12, 2023.
- Equity terms for directors (framework): stock options and restricted stock; restricted stock generally vests on time-based schedule; options vest after two years; granted at fair market value. Specific 2024 grants detailed above.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|
| None disclosed in 2025 SGC proxy | – | – | No other public company boards disclosed for Demott |
Expertise & Qualifications
- Former COO and multi-term CFO/Treasurer at SGC; extensive accounting/finance and operational leadership.
- Prior Deloitte audit leadership (Audit Senior Manager/Manager).
- Brings deep company-specific knowledge aiding oversight of operations and financial disclosure.
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 205,281 shares |
| Ownership as % of shares outstanding | 1.2% |
| Unvested director restricted shares | 7,537 (granted Nov 8, 2023; vest Nov 8, 2026) |
| Additional unvested director restricted shares | 3,766 (granted May 9, 2024; vest May 9, 2027 per equity table; footnote for 2024 grant specifies vest on May 8, 2026) |
| Options exercisable within 60 days | 0 |
| Shares pledged as collateral | Not disclosed in proxy |
| Hedging policy | Company prohibits directors from entering into hedging/monetization transactions in Company securities |
Note: Beneficial ownership table footnotes confirm no options exercisable within 60 days for Demott and enumerate unvested director RS awards from 2023 and 2024.
Governance Assessment
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Strengths
- Significant “skin in the game” with 205,281 shares (≈1.2% of outstanding), supporting alignment with shareholders.
- Prior CFO/COO and audit background bolster board financial literacy; contributes to oversight of financial disclosure.
- No related-party transactions requiring disclosure for the period since Jan 1, 2022.
- Robust independent committee structure: Audit, Compensation, Governance/Nominating, and Capital Committees composed entirely of independent directors; Lead Independent Director role established since CEO/Chair combination.
- Attendance: each director ≥75% of meetings; all directors attended the 2024 annual meeting (engagement signal).
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Watch items / potential red flags
- Not independent (former COO; retired 2023) and serves on the Executive Committee, which can act between board meetings; that said, the Executive Committee held 0 meetings and no written consents in 2024, moderating inter-meeting influence risk.
- Combined CEO/Chair structure persists; mitigated by Lead Independent Director with defined authorities.
- Insider Trading Policy explicitly prohibits hedging; no explicit mention of a pledging prohibition in the policy description presented.
- Company-level: CEO severance agreement includes a tax gross-up for excise taxes upon change-in-control payments (shareholder-unfriendly feature), though this pertains to the CEO, not Demott.
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Director compensation and alignment
- 2024 director pay mix includes meaningful equity: restricted stock ($74,981) and options ($24,833) alongside cash retainer ($43,750). Equity vests over multi-year periods, reinforcing long-term alignment.
- Director compensation structure since May 12, 2023 emphasizes retainers (board, committee, chair/lead premiums) and annual equity rather than per-meeting fees.
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Shareholder feedback context
- Say‑on‑pay approval in 2022: ~89.64% of votes cast supported NEO compensation (indicates general investor support at that time).