Paul Mellini
About Paul Mellini
Lead Independent Director of Superior Group of Companies, Inc. since February 2023 and a director since May 7, 2004; age 72. Background includes long-tenured regional and community bank CEO roles and current leadership of private investment entities; currently President of Paulucci International and Managing Partner of PAR 3 Holdings, overseeing >$150 million in real estate and financial assets. Independent under SEC and NASDAQ rules and elected by independent directors as Lead Director following the combination of Chair/CEO roles in 2023 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nature Coast Bank (Citrus County, FL) | CEO & President | Mar 7, 2005 – Jan 1, 2017 | Led community banking operations |
| Premier Community Bank of Florida / South Florida; PCB Bancorp Inc. | CEO & President | Jan 2002 – Aug 2004 (banks); Jan 2003 – Aug 2004 (holding co.) | Community bank leadership and holding company oversight |
| First Union Bank (Greater Tampa Bay Area) | Regional President | Apr 1995 – Dec 2001 | Regional P&L and risk oversight |
| Luigino’s International | Board Member & President | Jan 2017 – Dec 2019 | Food company leadership |
| Republic Bank, Inc. | Board Member | Feb 21, 2019 – Oct 25, 2019 | Short-term director role at regional bank |
| Economic Development Association of Citrus County; Main Street, Crystal River | Board Member (Treasurer) | Through Dec 31, 2016 | Civic finance oversight |
External Roles
| Organization | Role | Status |
|---|---|---|
| Paulucci International | President | Current |
| PAR 3 Holdings, LLC | Managing Partner | Current |
| Family Foundation (one noted) | Board Member & Managing Director | Current |
Board Governance
- Roles: Lead Independent Director; member of Audit; Corporate Governance, Nominating & Ethics; Compensation (Chair); Capital; and Executive Committees .
- Lead Director authority: presides over independent director sessions; reviews agendas and schedules; liaises between independent directors and Chair/CEO; leads annual Board and committee evaluations; consults with major stockholders as requested .
- Independence: Board determined Mellini and all members of Audit, Compensation, and Corporate Governance committees are independent under SEC and NASDAQ rules .
- Attendance and meetings (2024): Board met 4x; each director attended at least 75% of Board and committee meetings. Committee meetings: Audit 6x; Compensation 2x; Corporate Governance, Nominating & Ethics 5x; Capital 5x; Executive 0 formal meetings .
- Election results (2025 annual meeting): Mellini received 11,867,429 For; 334,101 Against; 13,661 Abstain; 2,504,025 broker non-votes .
- Say-on-Pay (2025): Approved on advisory basis (For 10,666,347; Against 1,352,776; Abstain 196,070); shareholders supported triennial (every 3 years) frequency .
- Stock ownership guidelines for independent directors: minimum $200,000 in SGC stock within 5 years of guideline adoption or role start; committee has enforcement discretion .
- Insider trading/hedging: Policy prohibits directors from hedging or monetizing SGC securities; trading only in approved windows with preclearance .
- Retirement policy: No nomination after 72, with grandfather exception for pre-2015 directors allowing service until the term including age 74 or 10–11 years after adoption, whichever is longer .
Fixed Compensation (Director)
| Component (2024) | Amount | Notes |
|---|---|---|
| Cash fees (retainers/premiums) | $82,250 | 2024 Board retainer increased to $45,000 effective May 9, 2024; additional retainers: Audit ($6,000), Corporate Governance ($3,000), Compensation ($3,000), Capital ($2,000); Lead Director premium $17,500; chairs receive chair premiums in lieu of committee retainers . |
| Stock awards (restricted common) | $79,998 | 4,018 shares granted May 9, 2024; vest May 8, 2026 (three-year schedule per program) (1). |
| Option awards | $24,833 | 2,750 options granted May 9, 2024; strike $19.91; vest 2 years post-grant; 10-year term (2). |
| Total (2024) | $187,081 | Director compensation table . |
Performance Compensation (Director Equity)
| Grant type | Grant date | Quantity | Fair value / Strike | Vesting | Notes |
|---|---|---|---|---|---|
| Restricted stock | Nov 4, 2022 | 6,909 | $0 FV disclosure (director table shows value via award cadence) | Vests Nov 4, 2025 if serving | Unvested as of 12/31/2024 (12). |
| Restricted stock | Nov 8, 2023 | 8,040 | $9.95/share | Vests Nov 8, 2026 if serving | Unvested as of 12/31/2024 (1) (11). |
| Restricted stock | May 9, 2024 | 4,018 | $19.91/share | Vests May 9, 2027 if serving | Grant approved May 9, 2024 (1). |
| Stock options | May 12, 2023 | 2,750 | Strike $8.33 | Vests May 12, 2025; expires in 10 years | 2023 annual director option grant (2). |
| Stock options | May 9, 2024 | 2,750 | Strike $19.91 | Vests May 9, 2026; expires in 10 years | 2024 annual director option grant (2). |
Director equity is time-vested; no Company financial performance metrics apply to director equity grants (contrast to executive PSU/EBITDA structures) (1)(2).
Other Directorships & Interlocks
| Company | Role | Status |
|---|---|---|
| Republic Bank, Inc. | Board Member | Feb 21, 2019 – Oct 25, 2019 |
| Luigino’s International | Board Member & President | Jan 2017 – Dec 2019 |
- No related-party transactions requiring disclosure (Item 404) during 2022–proxy date; Board maintains a Related Party Transactions Policy with Audit Committee review for arm’s-length terms .
- No public company directorships disclosed currently beyond SGC .
Expertise & Qualifications
- Former bank CEO/regional president with deep credit, risk, and financial oversight experience; contributes materially as Compensation Chair and Audit member .
- As Lead Director, leads evaluations, agenda-setting with Chair/CEO, and shareholder consultations on request, enhancing board process and independent oversight .
Equity Ownership
| Category | Amount | Detail |
|---|---|---|
| Total beneficial ownership | 122,102 shares | “* less than 1%” of outstanding as of record date (3/14/2025) . |
| Options/SARs exercisable within 60 days | 23,000 | As of record date (7). |
| Unvested restricted stock (director grants) | 6,909 (11/4/2022); 8,040 (11/8/2023); 4,018 (5/9/2024) | Vest dates 2025/2026/2027 if serving (10)(11)(12) (1). |
| Ownership guideline | $200,000 minimum within 5 years | Applies to independent directors; enforcement at committee discretion . |
| Hedging/pledging | Hedging/monetization prohibited by policy | Insider trading policy prohibits hedging/monetizing transactions . |
Insider Trades (Form 4 highlights, 2022–2025)
Pattern: periodic annual director equity awards; occasional small option exercises and one 6,000-share sale in March 2024; net ownership has increased over time with equity awards [table above].
Governance Assessment
- Board effectiveness: Mellini provides counterbalance to combined Chair/CEO through the Lead Director role and committee leadership (Compensation Chair; Audit member), with structured responsibilities for independent sessions, evaluations, and investor outreach, supporting robust oversight .
- Independence and engagement: Independent status and 75%+ attendance, plus broad committee service and leadership indicate active engagement; committee meeting cadence is appropriate for SGC’s scale (Audit 6; CGN&E 5; Capital 5; Compensation 2) .
- Shareholder support: Strong re-election support in 2025 (≈97.3% of votes cast for Mellini) and majority Say-on-Pay approval signal investor confidence in governance and pay programs; shareholders selected triennial Say-on-Pay frequency .
- Alignment: Meaningful ongoing equity awards, stock ownership guideline ($200,000), and anti-hedging policy support alignment; director equity is time-vested (not pay-for-performance), typical for directors .
- Conflicts/related-party risk: No related-party transactions requiring disclosure since 2022; Related Party Transactions Policy mandates Audit Committee review for arm’s-length terms .
- Succession watch: Board retirement policy limits nominations post-72 with a grandfather clause; at age 72, Mellini’s ongoing nomination horizon should be monitored under the policy for continuity planning .
No red flags identified in related-party dealings, hedging/pledging, or late filings for Mellini; Section 16 review notes two late reports in 2024 for other insiders (not Mellini) .
Notes and Citations
- Biographical and governance data, committee roles, independence, meeting counts, Lead Director charter, compensation structures, and equity grants sourced from SGC’s 2025 DEF 14A .
- Ownership and unvested award detail from Security Ownership and footnotes in 2025 DEF 14A .
- Related-party and insider trading policy from 2025 DEF 14A .
- Shareholder vote results from 8-K Item 5.07, May 8, 2025 .
- Prior-year governance baselines from 2024 DEF 14A .
- Insider transactions (Form 4) cited directly to SEC filing URLs per row in the Insider Trades table above.