Independent
Tenure on this board
7.9 yrs
Also a director at
Lands' End Inc (LE)
6 nominees · 3 ballot items.
Election of six trustees; ratification of Deloitte & Touche LLP as independent auditors for fiscal year 2026; and an advisory (non-binding) approval of the Company’s executive compensation (say-on-pay).
Elect six trustees — John T. McClain, Adam Metz, Talya Nevo-Hacohen, Mitchell Sabshon, Allison L. Thrush and Mark Wilsmann — each to serve until the 2027 annual meeting and until their successors qualify.
Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
Advisory, non-binding resolution to approve the Company’s executive compensation program for its named executive officers as disclosed in the proxy statement.
This advisory (non-binding) proposal asks shareholders to approve the Company’s named executive officer compensation as disclosed in the proxy statement; it is intended to gauge shareholder support for the overall pay program rather than to approve any specific contract term. Management seeks shareholder approval to validate its approach to executive pay and to inform future compensation decisions; the Board will consider the vote results and proxy advisory and shareholder feedback when making future adjustments. The compensation program is set in the context of the Company’s ongoing Plan of Sale and a strategic shift away from equity awards to cash-based, time‑vested long-term incentives designed to retain executives during a wind‑down or sale process and to limit shareholder dilution. Notable recent events that affect the disclosure include the March–April 2025 leadership transition and separation agreement with the former CEO (including severance and accelerated vesting payments) and the appointment and employment agreement of Adam Metz as CEO, all of which materially affect 2025 reported compensation. The company explains that cash-based awards are reported upon vesting, which creates timing differences between reported Summary Compensation Table amounts and the SEC’s Compensation Actually Paid (CAP) calculation, a dynamic that may produce apparent divergence between pay and performance in the pay-versus-performance disclosures. Management’s rationale for the program emphasizes retention of key personnel to execute the Plan of Sale, limiting dilution from equity grants, and simplifying incentive measurement in a sale/monetization context. The Board recommends a FOR vote because it believes the compensation structure appropriately aligns executive incentives with the Company’s current strategic objective (maximizing monetization under the Plan of Sale), preserves continuity of leadership during key transactions, and reflects consideration of prior say-on-pay feedback. Shareholders should weigh the retention and anti-dilution rationale and the one-off items (e.g., separation payments) when assessing whether the disclosed pay levels and structures are appropriate given the Company’s performance and strategic circumstances.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | HOTCHKIS WILEY CAPITAL MANAGEMENT LLC | 5.55% | 3,126,230 | $9M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.90% | 1,633,627 | $5M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 2.90% | 1,631,377 | $5M |
| 4 | FourWorld Capital Management LLC | 1.98% | 1,113,243 | $3M |
| 5 | K2 PRINCIPAL FUND, L.P. | 1.92% | 1,081,400 | $3M |
| 6 | TOWERVIEW LLC | 1.83% | 1,030,000 | $3M |
| 7 | Yakira Capital Management, Inc. | 1.81% | 1,017,606 | $3M |
| 8 | LITTLEJOHN CO LLC | 1.57% | 885,208 | $2M |
| 9 | Cygnus Capital Advisors, LLC | 1.51% | 851,447 | $2M |
| 10 | GABELLI FUNDS LLC | 1.39% | 782,397 | $2M |
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