Brendan Hoffman
About Brendan Hoffman
Brendan Hoffman, 56, is Chief Executive Officer (appointed effective February 6, 2025) and a Class II director at Vince Holding Corp. He previously served as Vince’s CEO from 2015–2020 and rejoined following P180’s January 22, 2025 acquisition of a majority stake in the company . Hoffman beneficially owns 56.4% of VNCE (7,245,427 shares) primarily via control of P180’s parent entity, aligning him with shareholders but also creating a controlled-company governance profile under NYSE rules . Company performance context: FY2024 net loss was $19.0 million and the company’s TSR index stood at $41.53 (base $100 at FY2021-end), underscoring a turnaround mandate in his new term .
Past Roles
| Organization | Role | Years | Strategic impact / notes |
|---|---|---|---|
| Vince Holding Corp. | Chief Executive Officer | 2015–2020 | Led brand prior to sale of IP in 2023; reappointed CEO in 2025 . |
| Wolverine Worldwide | CEO; President | CEO: 2022–2023; President: 2020–2022 | Led global footwear/apparel operator during portfolio transition . |
| P180, Inc. | Co-founder; CEO | 2024–2025 (prior to Vince role) | Vehicle that acquired control of Vince; Hoffman remains affiliated with P180 Parent . |
| Bon-Ton Stores Inc. | CEO & President | 2012–2014 | Department store leadership role . |
| Lord & Taylor (Hudson’s Bay Trading Co.) | President & CEO | 2008–2012 | Specialty retail leadership . |
External Roles
| Organization | Role | Years | Committee/Notes |
|---|---|---|---|
| Pier 1 Imports | Director | 2011–2020 | Served on Audit Committee . |
Fixed Compensation
Current CEO terms (effective 2025) were not finalized at announcement; no base salary or target bonus details were disclosed in the 2025 proxy.
| Component | FY2025 status |
|---|---|
| Base salary | Not disclosed; company stated terms were to be finalized and would be disclosed in an amended 8-K . |
| Target bonus % | Not disclosed . |
Historical Vince CEO terms (2015–2020 tenure) for context (not necessarily current):
| Component | Value |
|---|---|
| Base salary | $900,000 initial (2015); increased to $1,000,000 effective fiscal 2019 . |
| Target bonus | 100% initially, later 110% of base salary; threshold 50%, max 200% . |
| Initial equity | Options for 500,000 shares (pre-reverse split) with 4-year pro-rata vesting . |
| Long-term cash | Up to $500,000 per year tied to stock price hurdles; historical opportunities often did not become payable . |
Performance Compensation
Company plan design (recent disclosures; Brendan’s current plan specifics not yet disclosed):
| Program | Metric | Weighting | Target definitions / payout | Notes |
|---|---|---|---|---|
| 2024 Short-Term Incentive (NEOs) | EBITDA (internally adjusted) | Single metric | Example target opportunities: 70% (Fogel), 60% (Meiner), 100% (former CEO Schwefel); Interim CEO payout at committee discretion | Bonuses for 2024 expected paid in FY2025; Brendan not a 2024 NEO . |
Clawback and trading policies:
- NYSE Rule 10D-1-aligned clawback in place since Oct 2023; applies to incentive comp for 3 prior fiscal years if financial restatement occurs (no misconduct requirement) .
- Strict anti-hedging and anti-pledging policy; directors and officers are prohibited from hedging and pledging VNCE securities, with pre-clearance and blackout windows enforced .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (shares) | 7,245,427 total; includes 7,218,385 via P180 and 27,042 personal shares from prior employment grants . |
| % of outstanding | 56.4% of 12,843,067 shares outstanding (as of April 21, 2025) . |
| Vested vs unvested | Not disclosed for Brendan in 2025 proxy; no new CEO grant details disclosed . |
| Pledging | Prohibited by policy for directors/officers . |
| Ownership guidelines | CEO encouraged to hold 5x salary starting in sixth year; as of FY2024, no NEOs (including future CEO) were yet subject to guidelines . |
| Potential share transfers | 1,262,933 shares from Sun Capital were “held back” at P180 closing; portions may transfer to P180 upon specific conditions by Sept 22, 2025; 252,587 already forfeited by P180 as of Feb 1, 2025 . |
Employment Terms
Current appointment and status:
- Appointed CEO effective February 6, 2025; employment terms to be disclosed in a subsequent 8-K; not included in FY2024 NEO tables .
Historical Vince CEO agreement (2015) for directional context (not necessarily current):
| Provision | Terms (2015 agreement) |
|---|---|
| Severance (no-cause / good reason) | 12 months base salary (offset by re-employment), pro-rata annual bonus for year of termination, employer-paid COBRA portion during subsidy period, plus specified equity vesting mechanics on next tranche of initial option grant . |
| Non-compete / non-solicit | 12 months post-termination non-compete; 12 months employee and business non-solicit/non-interference . |
Company-wide clawback and insider policies apply to Brendan:
- Compensation Recovery Policy (clawback) per NYSE Rule 10D-1 .
- Anti-hedging/anti-pledging and pre-clearance/blackouts .
Board Governance
| Attribute | Detail |
|---|---|
| Board role | Director since Feb 2025 (Class II nominee for term to 2028) . |
| Independence | Not independent (management director); company is a “controlled company” under NYSE due to P180 majority voting power . |
| Chair/CEO structure | Separate roles; independent chair (Michael Mardy), who presides over meetings and executive sessions . |
| Committees | Audit (Mardy-chair, Furie, Griffith, Ulasewicz), Compensation (Ulasewicz-chair, Griffin, Kramer), Nominating (Griffith-chair, Griffin, Kramer); Brendan is not listed on committees . |
| Board meetings and attendance | FY2024: 4 regular and 13 special board meetings; each director met at least 75% attendance; expectation to attend annual meeting; note Brendan joined in 2025 . |
Director compensation (policy; not applicable to Brendan as an employee-director):
- Cash: $50,000 annual retainer; Chair of Board $20,000; Committee chair retainers: Audit $15,000; Compensation $10,000; Nominating $5,000 .
- Equity: $75,000 in RSUs annually to non-employee directors; 3-year vesting .
Related Party Transactions and Conflicts
- P180 Acquisition (Jan 22, 2025): P180 purchased 8,481,318 shares (~67%) for ~$19.8M; held-back shares subject to transfer conditions; P180 reimburses certain company fees; company recorded ~$614,000 receivable as of Feb 1, 2025 .
- Governance: “Controlled company” exemptions acknowledged; additional bylaw rights granted to P180 at closing were later removed on April 4, 2025 .
- Financing: Sun Capital affiliate SK Financial third-lien debt partly repaid and partly cancelled at closing, reducing principal to ~$7.5M outstanding; P180 cancelled $7M it acquired (debt forgiveness) .
- CaaStle became a related party via P180 relationship during FY2024; program terminated April 24, 2025 .
Performance & Track Record
| Metric | Detail |
|---|---|
| TSR index | $41.53 as of FY2024 (base $100 at FY2021 end) . |
| Net income (loss) | FY2024: $(19.047) million; FY2023: $25.427 million . |
Notable milestones relevant to Hoffman’s new tenure:
- P180 majority acquisition and debt structure simplification in January 2025 .
- Independent chair structure retained, with committees fully independent despite controlled status .
Compensation Structure Analysis
- Current CEO package undisclosed (watch for amended 8-K): investors lack visibility into fixed/equity mix, performance metrics, and vesting schedules—key for assessing pay-for-performance and potential selling pressure .
- Company-wide comp design emphasizes adjusted EBITDA for annual bonuses; in FY2024, NEO payouts were linked to that single metric, with specified target percentages, indicating operational focus rather than TSR-centric pay .
- Strong clawback and anti-hedging/pledging policies reduce misalignment risks; ownership guidelines are stringent for CEOs (5x salary) but begin only in year 6, and do not yet apply to current executives .
Vesting Schedules and Insider Selling Pressure
- No CEO grant details disclosed for 2025; therefore, no specific vesting calendar or near-term RSU release profile for Hoffman is available .
- Anti-pledging policy mitigates forced sale risk; pre-clearance and blackout rules limit opportunistic trading .
- Share supply dynamics near term relate primarily to held-back shares subject to transfer conditions between Sun Capital and P180 (administrative transfers, not open-market selling), with deadlines through September 22, 2025 .
Employment Terms (Severance/COC)
- 2025 CEO agreement terms not yet disclosed .
- Historical Vince CEO terms provided 12 months salary severance, pro-rata annual bonus, and COBRA subsidy; 12-month non-compete and non-solicit—helpful directional precedent but not a guarantee of current terms .
- Company-level clawback policy now in force per NYSE 10D-1 .
Say-on-Pay & Shareholder Feedback
- 2025 agenda includes advisory vote on NEO compensation and frequency; results to be filed on Form 8-K within four business days post-meeting .
- Company recommends annual say-on-pay .
Investment Implications
- Alignment: Hoffman’s 56.4% beneficial ownership via P180 tightly aligns incentives with equity value creation but confers controlled-company status and potential related-party sensitivities .
- Information gap: Absence of disclosed 2025 CEO pay terms limits evaluation of incentive rigor, vesting cadence, and potential selling pressure; monitor for amended 8-K filing .
- Governance mitigants: Independent Chair and fully independent audit/compensation/nom-gov committees offset some controlled-company risks; anti-hedging/pledging and a formal clawback enhance discipline .
- Balance sheet/capital: Post-P180 transaction debt reductions (including $7M forgiveness) and related-party arrangements unwound or modified—improving flexibility for operational turnaround under Hoffman’s leadership .