Michael Henry
About Michael Henry
Michael L. Henry, age 54, is Executive Vice President and Chief Financial Officer at Tilly’s. He has served as EVP & CFO since September 2019, after joining Tilly’s as VP & CFO in May 2015; prior roles include Senior Vice President, Global Controller at Quiksilver and Senior Vice President, CFO at Pacific Sunwear, with earlier experience in Deloitte’s audit practice. He holds a B.S. in Business Administration from Cal Poly San Luis Obispo and is a certified public accountant (inactive) . Tilly’s 2024 incentive plan tied NEO payouts to comparable store sales growth and pre-bonus operating income; minimum thresholds were missed, resulting in zero performance-based bonuses, though Mr. Henry received a one-time $36,000 cash bonus recognizing expanded responsibilities during CEO transition .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tilly’s, Inc. | EVP & CFO | Sept 2019–present | Principal financial officer; disclosure controls, internal controls certifications; signer on SEC filings |
| Tilly’s, Inc. | VP & CFO | May 2015–Sept 2019 | Led finance during prior CEO era; offer letter established bonus targets and restrictions |
| Quiksilver, Inc. | SVP, Global Controller | Jul 2012–May 2015 | Global controllership, reporting oversight |
| Pacific Sunwear of California, Inc. | SVP, CFO | Jan 2008–Apr 2011 | Corporate finance leadership |
| Deloitte & Touche LLP | Audit practice | Sept 1994–Sept 2000 | Assurance and audit foundation |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed | — | — | No external public company directorships disclosed for Mr. Henry in the proxy/10-K . |
Fixed Compensation
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 376,554 | 391,256 | 444,073 |
| Discretionary/One-time Bonus ($) | — | — | 36,000 (one-time) |
| All Other Compensation ($) | 9,475 | 338 | 187 (WFH stipend) |
| Total Fixed Cash ($) | 386,029 | 391,594 | 480,260 |
Notes:
- Current annual base salary set at $476,765, effective June 1, 2024 per offer letter; target annual incentive cash bonus 75% of base, maximum 150% of base .
Performance Compensation
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Option Awards (Grant Date Fair Value, $) | 174,158 | 125,128 | 110,476 |
| Non-Equity Incentive Compensation ($) | — | — | — (no performance bonus earned) |
| Total Performance-Linked ($) | 174,158 | 125,128 | 110,476 |
Performance Bonus Structure (FY 2024):
- Metrics and weighting: Operating income (75%) and comparable store sales growth (25%) .
- Thresholds: Comp store sales growth min 7%, target 11%, max 14%; pre-bonus operating income min $5.0m, target $20.0m, max $27.2m .
- Payout schedule (as % of base salary): At target—CFO 75%; at max—CFO 150%; at minimum—0% for all NEOs .
- Actual payout: Company did not meet minimum thresholds; no performance-based bonus paid to NEOs for FY 2024 .
Detailed Metric Table (FY 2024):
| Metric | Weighting | Minimum | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| Comparable store sales growth | 25% | 7% | 11% | 14% | Below minimum | 0% of metric |
| Operating income (pre-bonus) | 75% | $5.0m | $20.0m | $27.2m | Below minimum | 0% of metric |
One-Time Award:
- $36,000 cash bonus approved May 28, 2024 for increased responsibilities amid leadership transition .
Equity Ownership & Alignment
| Item | As of Apr 21, 2025 |
|---|---|
| Class A shares owned | 45,000 |
| Rights to acquire Class A (vested/vestable in 60 days) | 150,312 |
| % of Class A outstanding | Less than 1% (beneficial ownership footnote “*”) |
| Class B shares owned | — |
| Stock price (reference near record date) | $1.67 closing on Apr 17, 2025 |
Policies and Alignment:
- Anti-hedging and anti-pledging: Directors/officers/employees prohibited from hedging, short selling, options writing, margin purchases, and pledging company stock as collateral .
- Insider trading program: Black-out periods around quarter-ends; pre-clearance required; Rule 10b5-1 plans allowed if pre-cleared and compliant .
- Clawback: “Policy for Recovery of Erroneously Awarded-Compensation” filed as Exhibit 97.1 to FY2025 10-K .
Outstanding Equity Awards (Henry, as of Feb 1, 2025):
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Vesting Schedule |
|---|---|---|---|---|---|
| 03/28/2018 | 6,562 | — | 11.33 | 03/28/2028 | Equal annual installments over 4 years from grant; first anniversary start |
| 03/19/2019 | 12,500 | — | 11.41 | 03/19/2029 | As above |
| 03/31/2020 | 30,000 | — | 4.13 | 03/31/2030 | As above |
| 03/24/2021 | 37,500 | 12,500 | 10.73 | 03/24/2031 | As above |
| 03/23/2022 | 17,500 | 17,500 | 9.45 | 03/23/2032 | As above |
| 06/14/2023 | 8,750 | 26,250 | 6.55 | 06/14/2033 | As above |
| 04/02/2024 | — | 30,000 | 6.75 | 04/02/2034 | As above |
Observations on Selling Pressure:
- With the stock at $1.67 on Apr 17, 2025, all listed option exercise prices ($4.13–$11.41) were out-of-the-money, reducing near-term incentive to exercise/sell and likely moderating insider selling pressure from options at that time .
Employment Terms
- Offer letter (May 2015): Current annual base salary $476,765; annual incentive cash bonus targeted at 75% of base, max 150%; participation in employee benefits .
- At-will employment; non-solicit covenant during employment and for one year post-termination .
- Severance: No severance benefits under offer letter .
- Anti-hedging/anti-pledging/insider trading program apply as noted above .
Additional Compensation Detail (Grants of Plan-Based Awards — FY 2024)
| Name | Grant Date | Options (#) | Exercise Price ($/sh) | Grant Date Fair Value ($) |
|---|---|---|---|---|
| Michael L. Henry | 04/02/2024 | 30,000 | 6.75 | 110,476 |
Company-Level Governance & Shareholder Feedback (Context)
- Say-on-Pay: ~91% approval at 2024 annual meeting; company will continue annual say-on-pay votes; next vote at 2025 annual meeting .
- Board committees: Compensation Committee oversees executive pay policy; context for weighting of operating income and comp-store sales in 2024 plan .
Performance & Track Record Highlights (During FY 2025)
- CFO commentary indicated: product margins expected to improve vs prior year despite tariff volatility; and ongoing store closures lowering occupancy dollars with leverage dependent on comps recovery . Mr. Henry closed earnings calls and provided forward outlook cadence .
- Signed 8-K appointing Nathan Smith as President and CEO (indicative of CFO’s role in corporate actions) .
Investment Implications
- Pay-for-performance alignment: 2024 bonus metrics were operational (comp-store sales and operating income) and weighted toward profitability (75%), with zero payouts when targets were missed—positive alignment signal; however, a discretionary $36,000 award for expanded responsibilities reflects committee flexibility during leadership transition .
- Retention and selling pressure: Henry’s option stack is uniformly out-of-the-money at the $1.67 reference price near the record date, reducing near-term exercise/selling catalysts and limiting realizable equity value without stock recovery—this may temper selling but could weaken retention incentives unless equity regains value or cash comp remains competitive .
- Risk controls: Strong governance policies—anti-hedging/anti-pledging, black-out and pre-clearance, Rule 10b5-1 adherence, and a formal clawback policy—mitigate trading/conflict risks, supporting investor confidence in financial reporting discipline led by the CFO .
- Severance/change-in-control: No severance under Henry’s offer letter and no disclosed change-of-control economics—limited exit costs; retention is driven by ongoing role scope, base/bonus, and future equity value rather than contractual payouts .
- Shareholder signals: High say-on-pay approval (~91%) suggests investor acceptance of the compensation framework, including operational targets and equity grants that vest over four years, aligning incentives with multi-year value creation .