Jake Himelstein
About Jake Himelstein
Jake Himelstein, age 42, is President of SGC’s Branded Products segment (formed in Q2 2022). He previously served as BAMKO’s President (since July 2, 2021), and as BAMKO’s COO and CFO following SGC’s acquisition of substantially all assets of BAMKO, Inc. in 2016. Himelstein is a California CPA with undergraduate degrees in Business and Accounting from the University of Southern California, and spent 9+ years at Deloitte in audit and M&A roles . As context for his tenure, SGC’s company-level pay-versus-performance disclosures show TSR improving to 86 in 2024 (from 65 in 2023) and net income rising to $12.0 million in 2024 (from $8.8 million in 2023 and a $(32.0) million loss in 2022) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BAMKO, LLC (SGC) | President | 2021–2022 | Led branded merchandise business prior to segment formalization |
| BAMKO, LLC (SGC) | COO and CFO | 2016–2021 | Scaled post-acquisition operations and finance for Branded Products |
| BAMKO, Inc. | CFO | 2013–2016 | Pre-acquisition finance leadership |
| Deloitte | Audit and M&A roles | ~9 years (pre-2013) | Transactions and audit experience; foundation for execution discipline |
External Roles
None disclosed in proxy or 10-K .
Fixed Compensation
| Component | 2023 | 2024 | 2025 (set) |
|---|---|---|---|
| Base Salary ($) | $250,000 | $250,000 | $400,000 (effective Jan 1, 2025) |
Notes:
- No discretionary bonus paid to Himelstein in 2024 ($0) .
Performance Compensation
| Year | Metric | Target/Formula | Actual Performance | Payout ($) | Vesting/Timing |
|---|---|---|---|---|---|
| 2023 | Branded Products EBITDA | 4% of segment EBITDA (with specified adjustments) | Not separately disclosed; formula-based | $1,425,768 | Paid Feb–Mar 2024 |
| 2024 | Branded Products EBITDA | 4% of (a) segment EBITDA plus/minus specified contingent liability and interest adjustments, plus accrual for his bonus | Not separately disclosed; formula-based | $1,580,959 | Paid Feb–Mar 2025 |
| 2025 | Consolidated BAMKO EBITDA (+ other divisions under his remit) | 2.5% of consolidated BAMKO EBITDA plus/minus specified adjustments; subtract 80% of greater of projected TTM acquired EBITDA or historical TTM for acquisitions closing 11/4/2024–12/31/2027 (prorated) | Not yet reported | N/A | N/A |
Equity awards:
- Restricted Stock: 100,000 shares granted Nov 4, 2024; fair value $1,516,000; vests Nov 4, 2027, subject to continued employment and accelerated vesting upon change of control per plan .
- Legacy Restricted Stock: 30,851 shares granted July 1, 2021; 60% vested July 1, 2024; remaining 20% vests July 1, 2025 and 20% vests July 1, 2026, subject to continued employment .
- Performance Shares: 30,851 granted July 1, 2021; vesting contingent on division pre-tax income through Dec 31, 2026; as of Dec 31, 2024, below threshold performance; reported at threshold basis; actual outcome undetermined .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (shares) | 154,924 (less than 1% of class) |
| Unvested restricted stock (12/31/2024) | 112,341 shares (100,000 from 11/04/2024; 12,341 from 07/01/2021) |
| Market value of unvested stock (12/31/2024) | $1,856,997 |
| Options – exercisable | 4,500 @ $25.75 exp. 02/05/2026; 6,000 @ $20.13 exp. 02/04/2027 |
| Options – unexercisable | 2,840 @ $9.95 exp. 12/02/2027; 10,000 @ $12.04 exp. 02/03/2028 |
| Voting rights on unvested RS | Allowed under plan; can vote unvested shares |
| Hedging/Pledging | Hedging/monetization prohibited by Insider Trading Policy; no pledging disclosure noted |
| Ownership guidelines | $200,000 minimum stock ownership applies to independent directors, CEO, CFO; not disclosed for other executives |
| Section 16 compliance | One late Form 4 filing for Himelstein (withholding at RS vest) |
Employment Terms
| Term | Provision |
|---|---|
| Agreement term | Effective July 1, 2021; amended Nov 4, 2024; expires Dec 31, 2027 unless earlier termination |
| Base salary | $400,000 starting Jan 1, 2025 |
| Annual bonus (2024) | 4% of Branded Products segment EBITDA (with defined adjustments) |
| Annual bonus (2025–2027) | Pre-Tax Hybrid Income Bonus tied to consolidated BAMKO (and any added divisions) EBITDA with specified acquisition adjustments; non-discretionary; payable by Mar 15 following year |
| Severance (without cause or Good Reason resignation; incl. within 12 months after CoC) | 2.0x highest annual compensation (base + average of last 3 cash bonuses) if termination occurs on/before Dec 31, 2026; reduces to 1.0x effective Jan 1, 2027; plus accrued salary/bonus, unreimbursed expenses, nonforfeitable benefits; health benefits cost coverage for 24 months; contingent on release and covenant compliance |
| Change-of-control trigger | Double-trigger: termination without cause or Good Reason resignation within 12 months post-CoC; CoC defined (sale of substantially all assets, >50% beneficial ownership change, liquidation/dissolution), with carved-outs |
| Non-compete | Two-year post-termination restrictions; amended with exception if Company fails to provide extension notice by deadline (allows work for a pure service provider or supplier to the Business) |
| Non-solicit | Two-year restrictions on employees, contractors, and customers with defined “Material Contact” |
| Sale dividend equivalency (special case) | If SGC sells non-responsibility division/subsidiary and pays a special dividend within 90 days, potential cash equivalent on unvested performance shares that later vest (specific formula) |
Multi-Year Compensation Summary (NEO table extract)
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | $250,000 | $250,000 |
| Bonus ($, discretionary) | - | - |
| Stock awards ($) | - | $1,516,000 |
| Option awards ($) | $45,795 | - |
| Non-equity incentive plan ($) | $1,425,768 | $1,580,959 |
| All other compensation ($) | $57,831 | $29,544 |
| Total ($) | $1,779,394 | $3,376,503 |
Risk Indicators & Red Flags
- Section 16: One late Form 4 (tax withholding at RS vest). Administrative, not open-market selling .
- Hedging prohibited; no pledging disclosed. Absence of pledging disclosure mitigates collateral risk .
- Equity-heavy pay mix (large 2024 RS grant) implies retention hooks via time-based vesting to Nov 2027 .
Compensation Structure Analysis
- Shift toward RS grants (100,000 RS in 2024) with 3-year cliff vesting increases retention and lowers risk versus options; strong time-based retention through Nov 2027 .
- Annual bonus formula for Himelstein is purely performance-linked to EBITDA at the segment/division level, with acquisition normalization—indicates pay-for-performance alignment while curbing bonus inflation from M&A .
- Severance reduces from 2.0x to 1.0x after Jan 1, 2027, which moderates parachute economics over time .
- No tax gross-ups for Himelstein disclosed; Benstock has 4999 excise tax gross-up (PEO), but no similar language for Himelstein—a governance positive for his role .
Compensation Peer Group and Say‑on‑Pay
- Peer group used for compensation context: ALJ Regional Holdings, Brady, Cimpress, Delta Apparel, Deluxe, Duluth Holdings, Ennis, FIGS, Harte Hanks, Lands’ End, Rocky Brands, StarTek, TaskUs, Vera Bradley .
- Prior say-on-pay (2022): ~89.64% approval .
Investment Implications
- Alignment: Himelstein’s bonus is tightly tethered to segment EBITDA with acquisition-adjustment guardrails; combined with material unvested RS through 2027, this creates strong retention incentives and performance linkage .
- Selling pressure: No pattern of discretionary cash bonuses; one late Section 16 filing tied to tax withholding—not indicative of selling pressure .
- Change-of-control: Double-trigger severance (2.0x pre-2027; 1.0x thereafter) limits windfall risk and ensures continuity; equity awards subject to accelerated vesting under plan upon CoC, reinforcing alignment in strategic transactions .
- Execution risk: Segment EBITDA-based payout depends on organic performance and disciplined M&A (given acquisition normalization). Equity-heavy compensation means equity value realization is sensitive to sustained Branded Products growth and margin discipline. Company-level improvement in TSR and net income provides constructive backdrop for segment performance under his leadership, but future payouts hinge on ongoing execution .