Michael W. Koempel
About Michael W. Koempel
Michael W. Koempel, age 55, is Chief Financial Officer and Assistant Secretary of Superior Group of Companies (SGC), serving since May 2022. He holds a Bachelor of Business Administration from the University of Dayton and is a Certified Public Accountant (inactive), with prior senior operating and finance roles at L Brands (Mast Global CFO; Victoria’s Secret Lingerie COO) and IT’SUGAR, and early career at Arthur Andersen . Company pay-versus-performance shows improving TSR (value of $100 investment rising from 46 in 2022 to 65 in 2023 and 86 in 2024) and Net Income increasing from a loss of $(31.97) million in 2022 to $8.77 million in 2023 and $12.00 million in 2024, consistent with stronger operating execution during his tenure . Revenues rose from $543.3 million in 2023 to $565.7 million in 2024, while EBITDA increased from $33.3 million to $34.3 million, indicating modest margin improvement; EBITDA values marked with an asterisk were retrieved from S&P Global [GetFinancials]*.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| IT’SUGAR® | Chief Operating Officer | Jun 2021 – May 2022 | Led operations of a specialty retail brand through post-pandemic normalization . |
| Victoria’s Secret Lingerie (L Brands) | Chief Operating Officer | Apr 2017 – Aug 2020 | Oversaw large-scale retail operations and cost structure transformation . |
| Mast Global (L Brands) | Chief Financial Officer | Feb 2007 – Mar 2017 | Managed finance for supply chain and brand operations; drove financial discipline . |
| L Brands | Various finance roles incl. VP Corporate Finance & Financial Reporting | 1998 – 2007 | Advanced corporate FP&A and reporting rigor . |
| Arthur Andersen | Audit/Advisory | 1991 – 1998 | Built foundational accounting, controls, and audit expertise . |
External Roles
- None disclosed .
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | 410,000 | 426,400 | 447,720 |
| Target Annual Incentive (% of Salary) | Not disclosed (BEL/TIA framework) | 61% | 61% |
| Actual Annual Incentive Paid ($) | 100,000 (paid for FY 2023 performance) | 173,692 (paid for FY 2024 performance) | N/A (performance year in progress) |
| Discretionary Bonus ($) | 100,000 (Company disclosure) | 100,000 (Company disclosure) | N/A |
| All Other Compensation ($) | 149,434 | 31,750 | N/A |
| Total Compensation ($) | 999,615 | 2,040,785 | N/A |
Notes:
- FY 2024 and FY 2025 annual incentive program is based on adjusted EBITDA with a 200% cap and employment requirement at payout; 2024 included a $100,000 minimum for Koempel .
- Discretionary bonuses were paid in FY 2024; the “Bonus” column in the SCT reflects none, consistent with classification outside that column .
Performance Compensation
| Component | FY 2024 | FY 2025 |
|---|---|---|
| Metric | Adjusted EBITDA (with approved adjustments) | Adjusted EBITDA (with approved adjustments) |
| Weighting | 100% | 100% |
| Individual Target (%) | 61% | 61% |
| Earnings Target ($) | 39,542,000 | 39,656,000 |
| Minimum/Maximum | Minimum threshold required; Max payout 200% of Individual Target | Minimum threshold required; Max payout 200% of Individual Target |
| Actual Payout ($) | 173,692 | TBD |
| Vesting/Payment | Cash, payable Feb–Mar following fiscal year; must be employed at payout |
Equity Awards Detail (RSUs/PSUs/Options)
| Award Type | Grant Date | Shares/Units | Vesting/Conditions | Strike/Expiration | Grant-Date Fair Value ($) |
|---|---|---|---|---|---|
| RSU | Feb 3, 2023 | 20,647 | Vests Feb 3, 2026; service condition | — | Included in 2023 Stock Awards $248,590 |
| RSU | Feb 12, 2024 | 17,232 | Vests Feb 12, 2027; service condition | — | Included in 2024 Stock Awards $1,343,505 |
| RSU | May 31, 2022 | 6,666 | Vests May 31, 2025; service condition | — | Not separately broken out |
| PSU (Stock Price) | May 6, 2024 | 75,000 | Vests over period through Dec 31, 2027 if stock price conditions achieved; 12-month post-condition service required | — | Included in 2024 Stock Awards $1,343,505 |
| Option/SAR | Dec 2, 2022 | 2,717 (unexercisable) | Vests 3 years after grant; service condition | $9.95 / Dec 2, 2027 | Included in 2023 Option Awards $91,591 |
| Option/SAR | Feb 3, 2023 | 20,000 (unexercisable) | Vests 2 years after grant; service condition | $12.04 / Feb 3, 2028 | Included in 2023 Option Awards $91,591 |
| Option/SAR | Feb 12, 2024 | 17,232 (unexercisable) | Vests 2 years after grant; service condition | $13.84 / Feb 12, 2029 | Included in 2024 Option Awards $65,438 |
Additional terms:
- Equity awards under the 2013 and 2022 plans generally vest immediately or over two years (three years for Dec 2, 2022 grants), five-year option term, and exercise price at fair market value; awards are subject to accelerated vesting under the plan/award agreements, including upon a change of control .
- Equity grant timing moved from February to May starting in 2025 for administrative efficiency; no MNPI-timing practices; specific disclosure on Feb 12, 2024 grants and market movement included .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 72,263 shares; less than 1% of outstanding . |
| Breakdown | Unvested RSUs: 44,546 shares; Unearned PSUs: 75,000; Options exercisable within 60 days: 22,717; Unexercisable options: 2,717; 20,000; 17,232 . |
| Ownership Guidelines | CFO must own at least $200,000 of SGC stock within 5 years of assuming role (Koempel: 5-year clock from May 2022) . |
| Compliance Status | Not disclosed . |
| Hedging/Pledging | Hedging or monetization prohibited under Insider Trading Policy; pre-clearance and trading windows apply. Pledging not disclosed . |
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreement | Effective Feb 13, 2024; expires Dec 31, 2028 . |
| Role/Comp Guarantees | CFO; equity award minimum FMV $304,500 (2024) and $389,000 (2025), subject to employment at grant and through vest . |
| Annual Bonus Framework | Adjusted EBITDA program with Earnings Target/Minimum/Maximum; Individual Target 61%; 200% max; must be employed at payout; 2024 minimum payout $100,000 . |
| Severance (without Cause / Good Reason) | If on/before Dec 31, 2026: 2.0x highest annual compensation; Jan 1, 2027–Dec 31, 2028: 1.1x; plus accrued salary/bonus, expenses, and nonforfeitable benefits; release and other post-termination obligations required . |
| CIC Definition | >50% ownership change, sale of substantially all assets (shareholder-approved), or liquidation/dissolution (with exceptions) . |
| CIC Severance Trigger | Double trigger: termination without Cause within 12 months post-CIC qualifies for severance per above . |
| Equity Acceleration on CIC | Awards under incentive plans subject to accelerated vesting, including upon change of control, per plan/agreements . |
| Non-Compete/Non-Solicit | Included; scope not fully quantified in proxy . |
| Clawback / Tax Gross-ups | Clawback not disclosed; excise tax gross-up applies to CEO’s agreement, not disclosed for CFO . |
Company Performance During Tenure
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 578,831,000 | 543,302,000 | 565,676,000 |
| EBITDA ($) | 27,927,000 | 33,293,000* | 34,274,000* |
Values with asterisk retrieved from S&P Global.
TSR and Net Income (Pay vs Performance):
- TSR (Value of $100 investment): 46 (2022), 65 (2023), 86 (2024) .
- Net Income (Loss): $(31,970)k (2022), $8,772k (2023), $12,004k (2024) .
Vesting Schedules and Potential Selling Pressure
- Near-term RSU vestings: May 31, 2025 (6,666 shares); Feb 3, 2026 (20,647 shares); Feb 12, 2027 (17,232 shares) .
- Options vesting cadence: Generally two years after grant (three years for Dec 2, 2022 grant); expirations Dec 2, 2027; Feb 3, 2028; Feb 12, 2029 .
- Performance shares: 75,000 shares contingent on stock price hurdles through Dec 31, 2027 plus 12-month post-achievement service; potential alignment with long-term TSR but may create event-driven selling if thresholds are met .
Compensation Structure Analysis
- Mix shift toward equity: Stock awards increased meaningfully in 2024 ($1.34 million) with added performance share grants, and option awards continued; cash incentive tied to EBITDA with capped upside .
- Pay-for-performance: EBITDA-focused bonus design replaced prior BEL/individual goals approach, tightening alignment to consolidated profitability; 2024 individual target 61% and explicit earnings targets formalize linkage .
- Guaranteed elements: 2024 minimum $100,000 for annual incentive (retention/guarantee) reduces downside variability yet remains modest relative to equity at risk .
Compensation Peer Group and Say-on-Pay
- Compensation peer group used for 2024 decisions (and expected for 2025): ALJ Regional Holdings, Brady, Cimpress, Delta Apparel, Deluxe, Duluth, Ennis, FIGS, Lands’ End, Rocky Brands, StarTek, TaskUs, Vera Bradley .
- Say-on-pay approval: ~89.64% approval in 2022, indicating broad shareholder support for pay practices .
Investment Implications
- Alignment: The EBITDA-tied annual bonus and multi-year equity with stock-price PSUs promote operational discipline and TSR focus; stock ownership guideline ($200,000 minimum for CFO) supports long-term alignment though compliance status is not disclosed .
- Retention and risk: Strong CIC double-trigger severance (2.0x downshifting to 1.1x after 2026) plus guaranteed equity minima through 2025 mitigate near-term retention risk; acceleration of equity upon change of control could be value-accretive for the executive and may create event sensitivity .
- Selling pressure: Multiple RSU vests across 2025–2027 and option vest cliffs may create scheduled liquidity events; PSUs tied to stock price could cluster selling post-threshold plus 12-month service window .
- Execution track record: Company TSR and net income improved in 2023–2024 alongside revenue and EBITDA gains, consistent with disciplined financial management under Koempel’s tenure; continued monitoring of EBITDA target attainment versus disclosed thresholds is warranted [GetFinancials]*.
Values marked with an asterisk were retrieved from S&P Global.