Michael Benstock
About Michael Benstock
Michael Benstock is President, Chief Executive Officer, and Chairman of the Board of Superior Group of Companies (SGC); he has served as CEO since October 24, 2003, as a Director since 1985, and was appointed Chairman following the passing of the prior Chair in February 2023 . He is 69 years old and chairs SGC’s Executive Committee . Company performance under his tenure recently shows consolidated net sales of $565.7 million in 2024 vs. $543.3 million in 2023, EBITDA of $34.1 million vs. $33.5 million, and net income of $12.0 million vs. $8.8 million . Pay-versus-performance disclosures show the PEO’s compensation actually paid of $5.49 million in 2024 (vs. $2.58 million in 2023 and $0.35 million in 2022), a TSR index value of 86, 65, and 46 for 2024, 2023, and 2022 respectively, and net income of $12.0 million, $8.8 million, and $(32.0) million for those years .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SGC | Executive Vice President | pre-1992 | Senior leadership prior to Co-President role |
| SGC | Co-President | 1992–2003 | Shared corporate leadership prior to CEO appointment |
| SGC | President & CEO | 2003–present | Overall strategy and execution |
| SGC | Chairman of the Board | Feb 2023–present | Combined CEO/Chair role; Board instituted Lead Director |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Crown Crafts, Inc. (Nasdaq: CRWS) | Director; member of Audit, Corporate Governance & Nominating, and Compensation Committees | Since May 1, 2023 | Public company board and key committee service |
| USAmeriBank | Director; Audit Committee Chair | 2007–2017 | Served until acquisition by Valley National Bank |
| Committee for Economic Development of The Conference Board | Trustee; Workforce Committee | 2023–2024 | Policy-focused external engagement |
Fixed Compensation
| Metric | 2024 | 2025 (set) |
|---|---|---|
| Base Salary ($) | 862,000 | 1,004,230 |
| Target Bonus % (Individual Target) | 93% of base | 93% of base |
| Bonus Formula Cap | 200% of Individual Target | 200% of Individual Target |
| Discretionary Bonus ($) | 250,000 | Not disclosed |
| Summary Compensation (SCT) | 2023 | 2024 |
|---|---|---|
| Salary ($) | 635,267 | 862,000 |
| Stock Awards ($) | 1,160,391 | 2,859,888 |
| Option Awards ($) | 137,386 | 279,383 |
| Non-Equity Incentive Plan Comp ($) | 250,000 | 535,333 |
| Change in Pension Value & NQDC Earnings ($) | 887,955 | 411,136 |
| All Other Compensation ($) | 128,196 | 132,398 |
| Total ($) | 3,199,195 | 5,080,138 |
Performance Compensation
| Incentive Type | Metric | Target/Weighting | Earnings Target ($) | Actual Payout ($) | Vesting/Conditions | Key Dates |
|---|---|---|---|---|---|---|
| Annual Incentive (2024) | Adjusted EBITDA | Individual Target 93% of base | 39,542,000 | 535,333 | Cash, subject to employment at payout; floor at Minimum Earnings Target, cap at 200% | FY 2024 |
| Annual Incentive (2025) | Adjusted EBITDA | Individual Target 93% of base | 39,656,000 | Not disclosed | Cash, subject to Minimum & Maximum thresholds; employment at payout | FY 2025 |
| Performance Shares (PSUs, 2024 grant) | Stock price conditions | 125,000 PSUs | Not applicable | Not determinable yet | Vest over performance period through 12/31/2027; employment required for 12 months after achievement | Granted 5/6/2024; performance period through 12/31/2027 |
| Restricted Stock (RSUs, 2024 grant) | Time-based | 73,571 shares | Not applicable | Not applicable | Vest on 2/12/2027; employment required | Granted 2/12/2024; vests 2/12/2027 |
| Restricted Stock (RSUs, 2023 grant) | Time-based | 96,378 shares | Not applicable | Not applicable | Vest on 2/3/2026; employment required | Granted 2/3/2023; vests 2/3/2026 |
| Restricted Stock (RSUs, 2022 grant) | Time-based | 17,514 shares | Not applicable | Not applicable | Vested on 2/4/2025 | Granted 2/4/2022; vested 2/4/2025 |
| Options (timing disclosure) | Option grant policy timing | — | — | — | Illustrative disclosure re: grant timing & MNPI | Benstock 73,571 options at $13.84 on 2/12/2024 |
Equity Ownership & Alignment
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Michael Benstock | 1,093,112 | 6.6% | Includes 397,006 in irrevocable trust (spouse/daughter trustees; disclaimed) ; includes 22,000 in spouse’s trust (disclaimed) |
| Benstock-Superior Ltd. (LP) | 2,619,588 | 15.9% | General partners include Michael Benstock; each GP disclaims individual beneficial ownership |
| Options/SARs exercisable within 60 days | 60,000 (Benstock) | — | Disclosure of currently exercisable within 60 days of Record Date |
| Unvested RSUs (Benstock) | 96,378 (2023 grant); 73,571 (2024 grant) | — | Unvested but voteable restricted shares |
| Outstanding equity (Benstock, at 12/31/2024) | 187,463 unvested shares; $3,098,763 MV; 125,000 unearned PSUs; $2,066,250 Payout value | — | Award table (market/payout values at year-end) |
Note: The proxy’s ownership footnotes and director compensation sections reviewed do not disclose any pledging or hedging arrangements for Benstock; no such language appears in those sections .
Key Option Expirations (Benstock)
| Quantity | Exercise Price ($) | Expiration Date |
|---|---|---|
| 111,917 | 10.97 | 2/7/2025 |
| 30,000 | 20.13 | 2/4/2027 |
| 6,994 (unexercisable at 12/31/2024) | 9.95 | 12/2/2027 |
| 30,000 (unexercisable at 12/31/2024) | 12.04 | 2/3/2028 |
| 73,571 (unexercisable at 12/31/2024) | 13.84 | 2/12/2029 |
Employment Terms
| Provision | Summary |
|---|---|
| Agreement Type | Change-in-control severance protection (Benstock) |
| Change-in-Control (CIC) Definition | 20%+ voting power acquisition; board turnover below two-thirds incumbents (subject to exceptions); shareholder approval of merger/reorg unless “Non-Control Transaction” criteria met; complete liquidation/dissolution; sale of substantially all assets |
| Good Reason (post-CIC) | Material adverse changes in duties, pay/eligibility, benefit plan participation, relocation beyond 25 miles, failure to pay, failure to secure successor agreement, shareholder-approved liquidation without funds, etc. |
| Benefits on Qualifying Termination (within 24 months post-CIC) | Accrued amounts; pro-rata bonus; 2 years of base salary + 2 years of annual bonus; 2 years of benefits continuation; excess retirement benefit as if employed for 2 more years; full vesting/exercisability of outstanding awards |
| Tax Gross-Up | Company provides IRC §4999 excise tax gross-up if triggered (shareholder-unfriendly red flag) |
| Alternative Termination Scenarios | If terminated by cause/death/disability or resigns other than Good Reason outside special window, limited benefits (accrued amounts or pro-rata bonus in death/disability) |
Board Governance
- Dual role: CEO and Chairman since February 2023; Board concurrently instituted a Lead Director (Paul Mellini) with defined responsibilities including presiding over executive sessions, agenda review, liaison duties, and evaluations to mitigate dual-role governance risks .
- Committees: Benstock chairs the Executive Committee; independent directors compose Audit, Compensation, Corporate Governance & Nominating, and Capital Committees .
- Independence and attendance: The Board identified Mellini, Siegel, Fields, Spencer, and Lattmann as independent; each director attended at least 75% of Board/committee meetings in 2024 .
- Director compensation: Employee directors (including Benstock) receive no additional pay for Board service; non-employee directors receive retainers, committee fees, options, and restricted stock .
Compensation Peer Group & Consultant
- Peer group used for 2024/2025 decisions: ALJ Regional Holdings, Brady Corp. Ltd., Cimpress PLC, Delta Apparel, Deluxe, Duluth Holdings, Ennis, FIGS, Harte Hanks, Lands’ End, Rocky Brands, StarTek, TaskUs, Vera Bradley .
- Consultant: Korn Ferry advised in 2023–2025; Compensation Committee deemed Korn Ferry independent with no conflicts .
Say-on-Pay & Shareholder Feedback
- Historical approval: 89.64% approval at the 2022 annual meeting .
- 2025 proposals: Advisory say-on-pay and advisory vote on frequency; Board recommends a three-year frequency (current practice) .
Performance & Track Record
| Metric | 2023 | 2024 |
|---|---|---|
| Consolidated Net Sales ($000s) | 543,302 | 565,676 |
| EBITDA ($000s) | 33,482 | 34,097 |
| Net Income ($000s) | 8,772 | 12,004 |
| Pay vs Performance (PEO) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Compensation Actually Paid ($) | 351,852 | 2,576,255 | 5,490,958 |
| TSR – $100 Initial Investment (Value) | 46 | 65 | 86 |
| Net Income (Loss) ($000s) | (31,970) | 8,772 | 12,004 |
Compensation Structure Analysis
- Shift to EBITDA-based annual incentive for CEO/CFO starting 2024 with defined Earnings Target, Minimum/Maximum, and Individual Target percentages (CEO: 93%), emphasizing operational performance alignment .
- Long-term equity mix includes time-based RSUs (clear service-vesting timelines) and PSUs tied to stock price conditions with a multi-year performance window, strengthening long-horizon alignment .
- Discretionary bonus paid ($250,000 to Benstock in 2024) reflects committee judgment overlay; monitor for discretion magnitude vs. target outcomes .
- Under CIC, awards accelerate and excise tax gross-up is provided—shareholder-unfriendly terms that increase parachute value and may weaken pay discipline in transactional contexts .
Vesting Schedules and Potential Selling Pressure
| Award | Quantity | Vesting/Condition | Date |
|---|---|---|---|
| RSU (2023 grant) | 96,378 | Time-based; employment required | 2/3/2026 |
| RSU (2024 grant) | 73,571 | Time-based; employment required | 2/12/2027 |
| PSUs (2024 grant) | 125,000 | Stock price conditions; employment 12 months after condition met; through 12/31/2027 | 12/31/2027 performance period |
| Options (various) | See schedule | 5-year expirations; mix of exercisable/unexercisable | 2025–2029 ladder |
Implication: RSU and PSU vesting in 2026–2027 establish potential supply windows; option expirations can drive exercise activity around dates and prices. Actual selling should be assessed via Form 4s, but the proxy does not itself disclose transactions .
Employment Terms (Change-of-Control Economics)
| Element | Economics |
|---|---|
| Cash severance | 2x base salary + 2x annual bonus if terminated without cause or for Good Reason within 24 months post-CIC, or for any reason in a 45-day window beginning 180 days after CIC |
| Benefits | 2 years continuation of life, STD, medical, dental, hospitalization |
| Equity | Full vesting and, if applicable, full exercisability of outstanding awards |
| Tax treatment | IRC §4999 excise tax gross-up (red flag) |
Investment Implications
- Pay-for-performance alignment improved with EBITDA-centric annual incentives and meaningful long-term equity (RSUs/PSUs) spanning to 2027, aligning with multi-year value creation; 2024 payouts were supported by higher EBITDA and net income .
- Dual CEO/Chair structure elevates governance risk, partly mitigated by a Lead Director with robust responsibilities; monitor independence dynamics and committee oversight rigor .
- CIC provisions include accelerated vesting and an excise tax gross-up, increasing parachute costs and potentially weakening transactional discipline; this is a governance red flag relative to shareholder-friendly standards .
- Ownership is significant and broad-based (including Benstock-Superior Ltd.); upcoming RSU/PSU vesting windows (2026–2027) and option ladders could create supply—track Form 4 filings for selling pressure and alignment continuity .
- Shareholder support has been solid (89.64% say-on-pay approval in 2022), but continued monitoring of discretionary bonuses and CIC terms is warranted as the company balances performance focus with retention economics .