Michael Cingolani
About Michael Cingolani
Michael J. Cingolani, age 47, is Senior Vice President, General Merchandising Manager at Tilly’s (TLYS). He joined on August 26, 2024 as Senior Director, Divisional Merchandise Manager, Mens/Boys, and was promoted effective November 8, 2024 following the resignation of the prior CMO . His compensation is tied to operating income and comparable store sales growth, with no FY2024 bonus earned as the company failed to meet minimum thresholds; FY2024 stock option grants vest over four years and were issued at strikes above the NYSE closing price of $1.67 on April 17, 2025, indicating out‑of‑the‑money status at that date .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| rue21 | Chief Merchandising Officer | Jul 2022 – May 2024 | Not disclosed |
| rue21 | Merchandising leadership (prior roles) | May 2019 – Jul 2022 | Not disclosed |
| Tilly’s | Divisional Merchandise Manager, Men’s & Boys Branded Apparel & Fashion Tops | Sep 2014 – May 2019 | Not disclosed |
| Foot Locker, Inc. | Director/Senior Buyer | Jun 2011 – Sep 2014 | Not disclosed |
| Lands’ End, Inc. | Global Merchandise Manager, Men’s Division | Jun 2009 – Jun 2011 | Not disclosed |
| Pacific Sunwear, Kohl’s, American Eagle Outfitters | Buyer roles | Jun 2001 – Feb 2009 | Not disclosed |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No external directorships/roles disclosed in the proxy |
Fixed Compensation
Offer letter terms (current role):
- Annual base salary: $350,000
- Annual cash bonus target: 35% of base (max 70%)
- Employment is at‑will; no severance entitlement
FY2024 summary compensation (partial‑year as NEO):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | — | — | 130,923 |
| Bonus ($) | — | — | — |
| Non‑Equity Incentive Plan ($) | — | — | — |
| Option Awards ($ grant‑date FV) | — | — | 126,268 |
| All Other Compensation ($) | — | — | — |
| Total ($) | — | — | 257,191 |
Performance Compensation
Annual cash incentive plan design (FY2024):
- Metrics and weighting: Operating income (75%) and comparable store sales growth (25%)
- Thresholds: Comparable store sales growth min 7%, target 11%, max 14%; Operating income min $5.0m (pre‑bonus), target $20.0m, max $27.2m
- Individual target opportunity: Cingolani 35% of base at target; 70% at max; 0% at min
- FY2024 actual: Minimum thresholds not achieved; payout 0%
| Metric | Weight | Minimum Threshold | Target | Maximum | FY2024 Actual | Payout |
|---|---|---|---|---|---|---|
| Operating income (pre‑bonus) | 75% | $5.0m | $20.0m | $27.2m | Below minimum | 0% |
| Comparable store sales growth | 25% | 7% | 11% | 14% | Below minimum | 0% |
Equity awards (FY2024 grants and vesting):
- 9/10/2024 stock options: 10,000 shares; exercise price $4.97; grant‑date FV $26,242; vest 25% annually over 4 years
- 12/10/2024 stock options: 50,000 shares; exercise price $3.72; grant‑date FV $100,026; vest 25% annually over 4 years
| Grant Date | Award Type | # Shares/Options | Exercise Price | Grant‑Date Fair Value | Vesting |
|---|---|---|---|---|---|
| 09/10/2024 | Stock Options | 10,000 | $4.97 | $26,242 | 25% per year over 4 years |
| 12/10/2024 | Stock Options | 50,000 | $3.72 | $100,026 | 25% per year over 4 years |
Equity Ownership & Alignment
Beneficial ownership (record date April 21, 2025):
- Shares owned: none; rights to acquire within 60 days: none; beneficial ownership <1%
- Anti‑hedging/anti‑pledging: hedging, margin purchases, and pledging of company securities are prohibited (directors, officers, employees and family members)
Outstanding equity awards (as of FY‑end Feb 1, 2025):
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price | Expiration | Vesting Schedule |
|---|---|---|---|---|---|
| 09/10/2024 | — | 10,000 | $4.97 | 09/10/2034 | Equal annual installments over 4 years |
| 12/10/2024 | — | 50,000 | $3.72 | 12/10/2034 | Equal annual installments over 4 years |
Cumulative grants under the equity plan (since inception through Apr 21, 2025):
- Options: 113,125; RSUs: 3,500
Moneyness snapshot:
- NYSE closing price $1.67 on Apr 17, 2025 vs strikes $3.72 and $4.97 → options out‑of‑the‑money at that date
Stock ownership guidelines:
- Not disclosed in the proxy for executive officers [Search: no information found, document 1: DEF 14A 2025].
Employment Terms
- Offer letter (Nov 2024): base salary $350,000; annual bonus target 35% of salary (max 70%); 50,000‑share stock option grant (four‑year annual vesting); eligible for standard employee benefits; at‑will employment; no severance entitlement .
- Clawback: all awards subject to company clawback policies (including Dodd‑Frank compliant) .
- Repricing: prohibited without shareholder approval (options/SARs) .
- Anti‑hedging/anti‑pledging: strict prohibitions apply to directors/officers/employees .
Investment Implications
- Alignment and near‑term selling pressure: With no shares owned and options struck at $3.72/$4.97 vs $1.67 on 4/17/25, equity awards were out‑of‑the‑money at that snapshot, reducing immediate selling pressure and aligning upside to a multi‑year recovery via vesting; cumulative plan grants indicate meaningful long‑term equity exposure (113,125 options; 3,500 RSUs) .
- Pay for performance and execution risk: FY2024 bonuses paid 0% given failure to reach minimum thresholds on operating income and comps, highlighting strict performance linkage and signaling turnaround execution risk in merchandising strategy during his early tenure .
- Retention risk: At‑will employment with no severance and multi‑year vesting on options suggests retention is primarily driven by future equity value creation rather than guaranteed cash protection; anti‑hedging/pledging reduces misalignment risk .
- Governance protections: Clawback and anti‑repricing provisions are shareholder‑friendly, reducing pay inflation and misconduct risk; absence of disclosed stock ownership guidelines makes “skin‑in‑the‑game” less transparent for new executives [Search: no information found, document 1: DEF 14A 2025].