2025 PERFORMANCE
The Company’s financial results for 2025 included the following:
| • | Net sales were $647.9 million in 2025, as compared to net sales of $683.0 million in 2024. |
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| • | Adjusted income from operations(1) was $37.9 million in 2025, as compared to $44.7 million in 2024. |
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| • | Net loss was $(26.9) million in 2025, as compared to net loss of $(15.2) million in 2024. |
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| • | Adjusted net income(1) was $17.6 million in 2025, as compared to $12.6 million in 2024. |
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| • | Adjusted EBITDA(1) was $50.8 million in 2025, as compared to $55.4 million in 2024. |
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(1) These amounts representnon-GAAP financial measures. A reconciliation of these measures to the most directly comparable GAAP measure is included in Appendix A to this Proxy Statement.
VOTING MATTERS & BOARD RECOMMENDATIONS
| Proposal No. | Proposal | Board Recommends |
| 1 | To elect a board of directors of the nine nominees named in this Proxy Statement, each to serve until the 2027 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. | FOR each nominee |
| 2 | To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. | FOR |
| 3 | To approve, on a non-binding advisory basis, the 2025 compensation of the Company’s named executive officers. | FOR |
| 4 | To approve an amendment and restatement of the Company’s Amended and Restated 2000 Long-Term Incentive Plan. | FOR |
BOARD NOMINEES AND COMMITTEE ASSIGNMENTS
Our Board currently consists of ten directors. Ms. Veronique Gabai-Pinsky and Mr. Craig Phillips have not been nominated forre-election to the Board and their terms will end as of the Annual Meeting.
There are nine director nominees for election at our Annual Meeting. Each nominee will hold office until the 2027 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. Eight of the nominees are currently serving as directors of the Company and were elected to the Board of Directors (the “Board”) at the 2025 Annual Meeting of Stockholders, except for Mr. Daniel Siegel. Immediately following the conclusion of the Annual Meeting, the size of the Board will be decreased from ten to nine directors.
| Name | Age | Main Occupation | Joined Board | Committee Assignment |
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| Jeffrey Siegel | 83 | Chairman of the Board1 | 1967 | Chairman, Exec (Chair) |
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| Robert B. Kay | 64 | CEO, Lifetime Brands, Inc. | 2018 | Exec |
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| Jeffrey H. Evans | 57 | Former Executive Vice President, Entertainment, Toys, and Seasonal, Walmart U.S. | 2025 | Audit |
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| Rachael A. Jarosh | 57 | Former President and CEO, Enactus | 2020 | Nom/Gov, Comp |
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| Cherrie Nanninga | 77 | Partner, Real Estate Solutions Group, LLC | 2003 | Nom/Gov, Comp (Chair) |
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| Bruce G. Pollack | 67 | Managing Partner, Centre Partners Management LLC | 2018 | Nom/Gov, Comp |
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| Michael J. Regan* | 84 | Retired Certified Public Accountant | 2012 | Nom/Gov (Chair), Audit (Chair) |
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| Michael Schnabel | 48 | Senior Partner, Centre Partners Management LLC | 2018 | Audit |
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| Daniel Siegel | 56 | President, Lifetime Brands, Inc. | — | — |
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Abbreviations: Nom/Gov = Nominating/Governance Committee; Audit = Audit Committee; Comp = Compensation Committee; Exec = Executive Committee
- Independent Lead Director
1 Mr. Siegel formerly served as Executive Chairman of the Company, until March 31, 2023.
Effective December 31, 2025, the Company dissolved the Environmental, Social and Governance (“ESG”) Committee and transferred all responsibilities formerly held by the ESG Committee to the full Board to oversee the Company’s culture and ethical vision and its ESG practices and to carry out such other responsibilities that were previously delegated to the ESG Committee as described in the ESG Committee Charter, in each case where appropriate and not otherwise delegated to management.
BOARD COMPOSITION
Our Board currently consists of ten members. Of these ten members, three directors have self-identified as female and one director has self-identified as racially and ethnically diverse. Of the nine director nominees, two director nominees have self-identified as female and one director nominee has self-identified as racially and ethnically diverse.
CORPORATE GOVERNANCE PRACTICES
Our corporate governance practices include the following best practices:
| ● | corporate governance guidelines; |
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| ● | a majority vote director resignation policy; |
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| ● | a declassified Board, with the annual election of directors; |
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| ● | a compensation philosophy for named executive officers aligning compensation with short-term and long-term performance, including drivers of stockholder value; |
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| ● | stock ownership guidelines for directors; |
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| ● | stock ownership guidelines for our named executive officers; |
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| ● | stockholders can take action by written consent; |
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| ● | anti-hedging provisions; |
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| ● | our Clawback Policy (as defined below); |
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| ● | stockholders have the right to remove directors with or without cause; |
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| ● | our commitment to corporate citizenship, including our donation practices, partnerships with organizations, and avoidance of the use of conflict minerals; and |
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| ● | our Code of Business Conduct and Ethics. |
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SUSTAINABILITY
We believe that our practices and procedures should align, where practicable, with our sustainability strategies. We continue to formalize some of the ways we manage sustainability-related activities. The Board considers strategies relevant to the Company’s sustainability practices in a manner aligned with the Company’s overall business strategy, including risk management relevant to sustainability and corporate responsibility matters. The Board also oversees and monitors the Company’s strategies relating to human capital management.
In an effort to align sustainability initiatives with our business strategy, the Company expects to continue to engage in the following practices:
| • | track the Company’s use of environmentally-preferred materials in products and packaging; |
| • | meet quarterly with all product design leaders to discuss best practices for using environmentally-preferred materials; |
| • | introduce products with environmentally-preferred materials where practicable; |
| • | reduce the size of packaging and increase the use of recycled materials and recyclable packaging where practicable; |
| • | collaborate with vendors who possess technical expertise in reducing emissions; |
| • | utilize quality management software to track our existing suppliers’ use of environmentally-preferred materials and practices; |
| • | track and reduce shipping materials from our warehouses for our drop-ship and direct-to-consumer business; |
| • | recycle warehouse materials such as corrugate and pallets; and |
| • | solicit consumer feedback on their preferences for environmentally-preferred products. |
THE BOARD OF DIRECTORS EXTENDS A CORDIAL INVITATION TO ALL STOCKHOLDERS TO PARTICIPATE IN THE ANNUAL MEETING ONLINE VIA LIVE WEBCAST AT MEETNOW.GLOBAL/MSMSCDF. WHETHER OR NOT YOU PLAN TO PARTICIPATE IN THE ANNUAL MEETING, IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED. PLEASE VOTE YOUR SHARES USING THE INTERNET OR THE DESIGNATED TOLL-FREE TELEPHONE NUMBER, OR BY REQUESTING A PRINTED COPY OF THE PROXY MATERIALS AND COMPLETING AND RETURNING BY MAIL THE PROXY CARD OR VOTING INSTRUCTION FORM YOU WILL RECEIVE IN RESPONSE TO YOUR REQUEST. STOCKHOLDERS WHO HAVE SUBMITTED COMPLETED PROXY CARDS OR VOTING INSTRUCTION FORMS MAY REVOKE THEIR PROXIES AND VOTE DURING THE ANNUAL MEETING.
LIFETIME BRANDS, INC.
1000 Stewart Avenue,
Garden City, New York 11530
