David Stefko
About David Stefko
David Stefko (age 68) is a Class I director of Vince Holding Corp., first appointed to the Board in June 2023; his current term runs through 2027. He served as Interim Chief Executive Officer from March 26, 2024 to February 6, 2025, and previously was Vince’s Chief Financial Officer from September 2015 to February 2023 (also serving as Interim CEO and CFO from August 2020 to March 2021). He brings 30+ years of finance and executive leadership experience, including roles at Sun Capital, Things Remembered, Cole National/Pearle Vision, Sherwin-Williams (Consumer Brands Division CFO), and Ernst & Young. The Board’s independence review lists independent directors but does not include Mr. Stefko, indicating he is not independent under NYSE/Exchange Act standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vince Holding Corp. | Director (Class I) | Since June 2023; term expires 2027 | Board service; no standing committee roles disclosed for him |
| Vince Holding Corp. | Interim Chief Executive Officer | Mar 26, 2024 – Feb 6, 2025 | Led during transition to new CEO |
| Vince Holding Corp. | Chief Financial Officer | Sep 2015 – Feb 2023; Interim CEO & CFO Aug 2020 – Mar 2021 | Senior finance leadership; interim PEO period |
| Sun Capital | Group Chief Financial Officer | Sep 2011 – prior to Vince (joined Vince 2015) | PE portfolio finance leadership |
| Things Remembered | SVP, CFO & Chief Administrative Officer | Prior to Sun Capital | Multichannel retail finance/operations |
| Cole National / Pearle Vision | CFO or VP Finance (various divisions; CFO of Pearle Vision) | Prior to Things Remembered | Division finance leadership |
| Sherwin-Williams | CFO, Consumer Brands Division (last 6 of 14 years) | Prior to Cole National | Consumer/manufacturing finance |
| Ernst & Young | Early career | — | Audit/finance foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other current public company directorships disclosed in the proxy biography |
Board Governance
- Independence: Not listed among independent directors (independent directors are Furie, Griffith, Mardy, Griffin, Kramer, Ulasewicz). Vince is a “controlled company” under NYSE due to P180’s majority voting power; audit committee independence still required.
- Committees: Not named to Audit, Compensation, or Nominating & Corporate Governance (NCG) Committees; current members are Audit (Mardy—chair, Furie, Griffith, Ulasewicz), Compensation (Ulasewicz—chair, Griffin, Kramer), NCG (Griffith—chair, Griffin, Kramer).
- Attendance: Each director attended at least 75% of board and applicable committee meetings in fiscal 2024. Board held 4 regular and 13 special meetings; Audit 4, Compensation 3, NCG 3.
- Board structure: Class I director; term to 2027; Board chaired by independent director Michael Mardy (also Audit Chair).
Fixed Compensation
| Component | Policy/Amount | FY2024 Amount for Stefko | Notes |
|---|---|---|---|
| Annual cash retainer (Non-Employee Director) | $50,000 | $12,500 | Pro-rated retainer; he did not receive cash board fees while serving as Interim CEO (Mar 26, 2024–Feb 6, 2025) |
| Chair retainers | $15,000 Audit; $10,000 Compensation; $5,000 NCG | $0 | No committee chair roles |
| Chairman of the Board retainer | $20,000 | $0 | Not applicable (Mardy is Chairman) |
| Meeting fees | Not disclosed | — | Not disclosed |
During his interim CEO employment, Vince agreed to at-will employment with monthly salary of approximately $67,000, and eligibility for discretionary annual incentive; while serving as Interim CEO he did not earn board cash fees other than the standard annual equity grant and pro-rated cash retainer before appointment.
Performance Compensation
| Equity/Bonus | Grant/Metric | Detail | Vesting/Status |
|---|---|---|---|
| Annual Director RSU grant | $75,000 grant on Jun 5, 2024 | 45,455 RSUs granted for Board service while he served as Interim CEO | Standard director RSUs vest over 3 years; Board approved full acceleration of his unvested RSUs on Feb 3, 2025 as consideration for Interim CEO service |
| Interim CEO discretionary cash bonus (NEO) | Discretionary (outside formula) | $476,923 for FY2024 | Authorized by Compensation Committee for Interim CEO service |
| FY2024 NEO bonus plan metric | EBITDA (with internal adjustments) | Corporate metric for NEOs (e.g., Fogel target 70% of salary; Meiner 60%; Schwefel 100%; Stefko discretionary) | Paid/expected in FY2025 per plan; no LTI grants to NEOs for FY2024 |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| — | — | — | No other public company boards disclosed. Prior career ties include Sun Capital (former Group CFO); current majority holder is P180, not Sun Capital. Independence designation excludes him. |
Expertise & Qualifications
- Deep finance/operator profile: Former CFO of Vince, Sherwin-Williams Consumer Brands Division, and multiple retail/consumer businesses; prior PE portfolio finance leadership at Sun Capital.
- Executive experience during transition periods (two interim CEO stints), providing continuity and institutional knowledge.
- Not designated as Audit Committee Financial Expert (that designation is assigned to Mardy).
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Reference Date | Notes |
|---|---|---|---|---|
| David Stefko | 235,289 | 1.8% | April 21, 2025 | Based on 12,843,067 shares outstanding; RSU grant of 45,455 on Jun 5, 2024; Board accelerated remaining unvested RSUs on Feb 3, 2025 |
| Anti-hedging/pledging | Prohibited | — | Policy-level | Directors and officers prohibited from hedging and pledging company securities; pre-clearance required for transactions |
Compliance note: A Form 4 for Mr. Stefko related to a single RSU grant was filed late on July 25, 2024 (delinquent Section 16(a) report).
Governance Assessment
-
Strengths
- Experienced operator-finance executive with deep Vince context; helpful for turnaround and license-driven model oversight.
- Attendance met at least 75% threshold during an active governance year; Board has independent Chair and fully independent Audit, Compensation, and NCG committees.
- Anti-hedging/anti-pledging and clawback policies support alignment and risk mitigation.
-
Watch items / potential red flags
- Not independent under NYSE standards (served as Interim CEO in FY2024–FY2025 and is a former CFO); limits committee eligibility and may affect perceived board independence.
- Acceleration of director RSUs (granted during board service) as “consideration” for Interim CEO service could raise optics concerns around grant purpose and pay design, despite being within board discretion.
- Controlled company status (P180 majority) reduces certain NYSE governance requirements; continued monitoring of minority shareholder protections warranted.
- Minor filing compliance issue (late Form 4) noted in proxy.
-
Compensation structure observations
- Director pay mix skews to time-based RSUs ($75,000 annual grant vesting over three years) plus modest cash retainer; not performance-based at director level.
- Interim CEO pay relied on discretionary bonus vs. formulaic plan; FY2024 NEO annual incentive metric was EBITDA with internal adjustments, but Mr. Stefko’s payout was discretionary.
-
Related-party/Conflicts
- No family relationships disclosed among directors and officers.
- Related-party transaction approval is overseen by the NCG Committee per written policy.
- Historical employment ties to prior controlling shareholder (Sun Capital) are part of background, but current control rests with P180.