XCel Brands Inc
For the period ended Dec 10, 2024. Filed Oct 22, 2024.
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Dec 10, 2024 · Filed Oct 22, 2024
Contents
PAY VERSUS PERFORMANCE
As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For the most recently completed fiscal year, the Company did not use any “financial performance measures” as defined in Item 402(v) of Regulation S-K to link compensation paid to our Named Executive Officers, or NEOs, to the Company’s performance. We are also permitted to report as a “smaller reporting company” as defined under the U.S. federal securities laws. Accordingly, we have not included a tabular list of financial performance measures, and the table below does not include a column for a “Company-Selected Measure” as defined in Item 402(v) of Regulation S-K. For further information regarding our compensation philosophy and how we seek to align executive compensation with the Company’s performance, refer to “Executive Compensation”.
| · · · · · · · | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| (a) · (b) · (c) · (d) · (e) · (f) · (g) | |||||||||
| Fiscal Year · Summary Compensation Table PEO Total(1) · Compensation Actually Paid to PEO(2) · Average Summary Compensation Table Total for Non-PEO NEOs(3) · Average Compensation Actually Paid to non-PEO NEOs(4) · Value of Initial $100 Investment Based on Total Shareholder Return (TSR) (5) · Net Income ($ mil.) | |||||||||
| 2023 | $1,078,121 | $1,078,121 | $361,894 | $361,894 | $84.29 | | $ | | (21.05) |
| 2022 | $2,043,333 | $1,865,067 | $502,138 | $502,138 | $(38.60) | $ | | (4.02) | |
| (1) | The dollar amount reported in column (b) are the amounts of total compensation reported for Robert W D’Loren our principal executive officer, or PEO, for each corresponding year in the “total” column of the Summary Compensation Table. Refer to Executive Compensation – Summary Compensation Table”. |
| (2) | The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. D’Loren, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. D’Loren during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments below were made to Mr. D’Loren’s total compensation for each year to determine the compensation actually paid. |
| (3) | The dollar amounts reported in column (d) represent the average of the amounts reported for the NEOs as a group (excluding our PEO) in the “Total” column of the Summary Compensation Table in each applicable year. The NEOs (excluding our PEO) included for purposes of calculating the average amounts in 2023 are James Haran and Seth Burroughs. The NEOs (excluding our PEO) included for purposes of calculating the average amounts in 2022 are James Haran and Seth Burroughs. |
| (4) | The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding our PEO), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding our PEO) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments below were made to average total compensation for the NEOs as a group (excluding our PEO) for each year to determine the compensation actually paid, using the same methodology described above in Note (2). |
| (5) | Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. The Company did not pay any dividends during the measurement period. |
The amounts deducted or added in calculating the equity award adjustments are as follows:
| · · · | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 · 2022 | |||||||||||
| Average · Average | |||||||||||
| Other · Other | |||||||||||
| PEO · NEOs · PEO · NEOs | |||||||||||
| Summary Compensation Table Total | $1,078,121 | $361,894 | $2,043,333 | $502,138 | |||||||
| Less Stock Award and Option Value Reported in Summary Compensation Table for the Covered Year | $ | - | $ | - | $280,601 | $ | - | ||||
| Plus (Less) Fair value of Equity Awards Granted in Any Prior Fiscal Year that are Outstanding and Unvested at End of Year | $ | - | $ | - | $ | - | $ | - | |||
| Plus Fair Value at Vesting Date of Awards Granted and Vested During the Fiscal Year | $ | - | $ | - | $ | - | $ | - | |||
| Plus (Less) Change in Fair Value of Equity Awards granted in Prior Years that Vested During the Fiscal Year | $ | - | $ | - | | $ | - | | $ | - | |
| Compensation Actually Paid | $1,078,121 | $361,894 | | $1,762,732 | | $502,138 | | ||||
Analysis of the Information Presented in the Pay Versus Performance Table
As described in more detail above in “Executive Compensation” the Company’s executive compensation program reflects a performance-driven compensation philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, those Company measures are not financial performance measures and are therefore not presented in the Pay Versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with “compensation actually paid” (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table above.
Compensation Actually Paid and Cumulative TSR
The chart below shows the relationship between the compensation actually paid to our PEO and the average compensation actually paid to our non-PEO NEOs, on the one hand, to the Company’s cumulative TSR over the two years presented in the table, on the other.
The chart below shows the relationship between the compensation actually paid to our PEO and the average compensation actually paid to our non-PEO NEOs, on the one hand, to the Company’s net loss over the two years presented in the table, on the other.
All information provided above under the heading “Pay Versus Performance” will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.
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