Michael Mardy
About Michael Mardy
Michael Mardy is an independent director of Vince Holding Corp., serving on the Board since April 2018 and appointed Chairman in September 2022; he is age 76 as of June 5, 2025 . He chairs the Audit Committee and has been designated an “audit committee financial expert” under Regulation S‑K Item 407(d) . Mardy holds an MBA from Rutgers University and an undergraduate degree from Princeton University; he is a member of the AICPA and New Jersey Society of CPAs and the National Association of Corporate Directors . His operating and finance background spans EVP/director at Tumi (2003–2016), EVP/CFO at Keystone Foods (1996–2002), and senior finance roles including SVP/CFO at Nabisco (1982–1996) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tumi Inc. | Executive Vice President and Director | 2003–2016 | Senior operating and governance leadership |
| Keystone Foods LLC | EVP & Chief Financial Officer | 1996–2002 | Led finance for QSR supply chain company |
| Nabisco Biscuit Company | SVP, CFO and other finance roles | 1982–1996 | Consumer products finance leadership |
| NYSE Advisory Board | Advisory Board Member | 2014–2016 | Market governance advisory |
| Financial Executives Institute (NJ Chapter) | Trustee | Not disclosed | Finance leadership community role |
External Roles
| Organization | Type | Role | Tenure | Committees/Impact |
|---|---|---|---|---|
| The Eastern Company | Public company | Director; Audit Committee Chair; EHS Committee member | Current | Chairs audit; EHS member |
| Newman’s Own Food Company | Private | Director | Current | Board member |
| Penn Medicine Princeton Health | Non‑profit | Board of Trustees | Current | Trustee |
| Keurig Green Mountain Inc. | Public company | Director; Audit Chair; Comp Comm. member | 2007–2016 | Audit chair; comp committee member |
| ModusLink Global Solutions, Inc. | Public company | Director; Audit Chair; Comp Comm. member | 2003–2013 | Audit chair; comp committee member |
| David’s Tea | Public company | Director | Prior | Board member |
| True Leaf Brands | Public company | Director | Prior | Board member |
| Lulu’s Fashion Lounge Holdings Inc. | Public company | Director | Prior | Board member |
Board Governance
- Board leadership: Independent Chairman since September 2022; presides over Board and executive sessions .
- Independence: Board determined Mardy is independent under NYSE and Exchange Act Rule 10A‑3 .
- Committee assignments: Audit Committee Chair; Audit Committee members are Mardy (Chair), Furie, Griffith, Ulasewicz; Mardy is the designated audit committee financial expert .
- Attendance and meetings: In fiscal 2024, Board held 4 regular and 13 special meetings; Audit (4), Compensation (3), Nominating & Corporate Governance (3); each director attended at least 75% of applicable meetings .
- Controlled company context: P180 controls a majority of voting power, making VNCE a “controlled company” under NYSE rules (committee independence exemptions apply except for Audit) .
Fixed Compensation
Director fee schedule (effective in fiscal 2024 unless noted):
| Description | Amount |
|---|---|
| Annual Board Retainer (cash) | $50,000 |
| Chairman of the Board Retainer (cash; effective June 5, 2024) | $20,000 |
| Committee Chair Retainers (cash) | Audit: $15,000; Compensation: $10,000; Nominating & Corporate Governance: $5,000 |
| Annual Equity Grant (RSUs) | $75,000 grant value; time‑vest over 3 years |
Michael Mardy – Fiscal 2024 Director Compensation:
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash | $85,000 (includes Board, Chairman, and Audit Chair retainers) |
| Stock Awards (Grant‑date fair value) | $75,000 |
| All Other Compensation | $623 (expense reimbursement) |
| Total | $160,623 |
Performance Compensation
- Equity structure: Non‑employee directors receive annual RSUs valued at $75,000, vesting ratably over three years; awards are time‑based (no performance metrics disclosed) .
Selected FY2024 equity grants to Mardy:
| Award Type | Grant Date | Shares Granted | Grant‑Date Fair Value | Vesting | Status at FYE |
|---|---|---|---|---|---|
| RSUs (Annual Director Grant) | June 5, 2024 | 45,455 | $75,000 | 3‑year vest from grant date | Held 58,560 RSUs at FY2024 end |
Note: No director performance metrics (EBITDA/TSR/ESG) are tied to director equity; RSUs are time‑vested .
Other Directorships & Interlocks
| Company | Public/Private | Role | Committee Role |
|---|---|---|---|
| The Eastern Company | Public | Director | Audit Chair; EHS member |
| Keurig Green Mountain; ModusLink Global Solutions | Public | Director | Audit Chair; Compensation Committee member (each) |
| David’s Tea; True Leaf Brands; Lulu’s Fashion Lounge | Public | Director | Not disclosed |
| Newman’s Own Food Company | Private | Director | Not disclosed |
| Penn Medicine Princeton Health | Non‑profit | Trustee | Not disclosed |
Expertise & Qualifications
- Designations and expertise: Audit committee financial expert; extensive finance/accounting experience; CPA organization memberships (AICPA; NJ Society of CPAs) .
- Education: MBA (Rutgers), BA (Princeton) .
- Sector experience: Retail/consumer goods, supply chain, brand management via Tumi, Keystone, Nabisco .
- Governance credentials: NACD member; prior NYSE Advisory Board service .
Equity Ownership
| Item | Detail |
|---|---|
| Shares Beneficially Owned (as of April 21, 2025) | 73,114 shares |
| Percent of Shares Outstanding | <1% of 12,843,067 shares outstanding |
| Unvested RSUs Held at FY2024 End | 58,560 RSUs |
| Hedging/Pledging | Company prohibits hedging/pledging by directors |
| Director Ownership Guidelines | Not disclosed for non‑employee directors in the proxy |
Section 16 compliance note: The company identified certain late Form 4s in fiscal 2024, none of which named Mr. Mardy .
Governance Assessment
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Strengths
- Independent Chairman with deep finance background; chairs Audit and is the designated financial expert, bolstering oversight of reporting and controls .
- Active engagement: Board and committees met frequently in FY2024; each director attended at least 75% of meetings .
- Alignment policies: Anti‑hedging and anti‑pledging policies in place; NYSE‑compliant clawback policy adopted (Oct 2023) .
- Director pay appears modest and balanced (cash + time‑vested RSUs); no director performance awards that could impair independence .
-
Risks/Watch‑items
- Controlled company: P180 holds majority voting power, enabling exemptions from some NYSE independence requirements (not Audit); continuous monitoring warranted for committee independence and board refreshment as control dynamics evolve .
- Concentration of influence: Bylaw amendment initially granting P180 designation rights (directors, committee chairs) was later rescinded on April 4, 2025, reducing explicit control provisions but underscoring sensitivity of governance structure to controlling shareholder actions .
- Related‑party legacy: Historical Sun Capital affiliate financing (Third Lien) approved by a special committee of unaffiliated directors; post‑P180 acquisition, Sun no longer a related party—continue to monitor any successor arrangements for independence .
-
Shareholder feedback signals
- 2024 say‑on‑pay advisory vote passed (For: 8,936,397; Against: 45,145; Abstain: 100; Broker non‑vote: 1,301,934), indicating strong support for compensation practices at that time .
-
Director‑specific red flags
- None disclosed related to attendance shortfalls, hedging/pledging, or related‑party transactions involving Mr. Mardy .
Overall: Mr. Mardy’s independent chairmanship and audit leadership are positives for investor confidence, particularly under a controlled‑company framework. Monitoring of controlling‑shareholder influence and committee independence remains prudent given the company’s governance exemptions and recent bylaw changes .