DEF 14A 1 sgc20230330b_def14a.htm FORM DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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Check the appropriate box:

☐ | Preliminary Proxy Statement

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☒ | Definitive Proxy Statement

☐ | Definitive Additional Materials

☐ | Soliciting Material Pursuant to §240.14a-12

Superior Group of Companies, Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ | No fee required

☐ | Fee paid previously with preliminary materials

☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

| Superior Group of Companies, Inc. P.O. Box 4002 Seminole, FL 33775-0002

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD MAY 12, 2023

NOTICE IS HEREBY GIVEN that the Annual Meeting of the shareholders of SUPERIOR GROUP OF COMPANIES, INC. (the "Company") will be held on May 12, 2023 at 12:00 p.m. Eastern Time. The Annual Meeting will be a virtual meeting of shareholders, which will be conducted via live audio webcast. In order to attend the Annual Meeting, please follow the instructions in the section titled “Virtual Meeting” on page 1 of the accompanying proxy statement.

| 1. | To elect six (6) Directors to hold office until the next annual meeting of shareholders and until their respective successors are duly elected or appointed and qualified; and

| 2. | To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023; and

| 3. | To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

The close of business on March 16, 2023 has been fixed as the record date for the determination of shareholders entitled to notice of and to vote at the meeting and any adjournment thereof.

You are cordially invited to attend the virtual meeting. Whether or not you plan to attend the virtual meeting, please cast your votes as instructed on your proxy card or voting instruction form as promptly as possible to ensure that your shares are represented and voted in accordance with your wishes.

By Order of the Board of Directors,

Seminole, Florida, March 31, 2023 | JORDAN M. ALPERT
| Secretary

IMPORTANT

TO ENSURE YOUR REPRESENTATION AT THIS MEETING PLEASE MARK,

DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY.

THANK YOU.

SUPERIOR GROUP OF COMPANIES, INC.

P.O. Box 4002

Seminole, Florida 33775-0002

PROXY STATEMENT FOR 2023

ANNUAL MEETING OF SHAREHOLDERS

This proxy statement and the accompanying form of proxy are first being sent to the shareholders of Superior Group of Companies, Inc. (the “Company,” “we,” “our,” and “us”) on or about April 1, 2023 in connection with the solicitation by our Board of Directors (“Board” or “Board of Directors”) of proxies to be used at our 2023 annual meeting of shareholders (the “Annual Meeting”). The Annual Meeting will be held on Friday, May 12, 2023 at 12:00 p.m. Eastern Time.

The Annual Meeting will be a virtual meeting of shareholders, which will be conducted via live audio webcast. In order to attend the Annual Meeting, please follow the instructions in the section titled “Virtual Meeting” below.

Our Board of Directors has designated Michael Benstock and Michael W. Koempel, and each or any of them, as proxies to vote the shares of common stock solicited on its behalf.

If you sign and return the accompanying form of proxy, you may nevertheless revoke it at any time before it is exercised by (1) giving timely written notice to our Secretary, (2) timely delivering a later dated proxy, or (3) attending the Annual Meeting and voting electronically as described below. The shares represented by your proxy will be voted unless the proxy is mutilated or otherwise received in such form or at such time as to render it not votable. Proxies will be tabulated by Alliance Advisors.

If the Annual Meeting is adjourned for any reason, at any subsequent reconvening of the Annual Meeting all proxies may be voted in the same manner as the proxies would have been voted at the original convening of the Annual Meeting (except for any proxies that have been properly revoked or withdrawn).

The close of business on March 16, 2023 has been designated as the record date for the determination of shareholders entitled to receive notice of and to vote at the Annual Meeting (the “Record Date”). As of March 16, 2023, 16,498,312 shares of the Company's common stock, par value $.001 per share (the “Company’s common stock”), were issued and outstanding.

Each shareholder will be entitled to one vote for each share of Company’s common stock registered in his or her name on the books of the Company on the close of business on the Record Date for the Annual Meeting on all matters that come before the Annual Meeting.

INTERNET AVAILABILITY OF PROXY MATERIALS

We are again pleased to take advantage of Securities and Exchange Commission rules allowing companies to furnish proxy materials to their shareholders over the Internet. We believe this e-proxy process expedites shareholders' receipt of proxy materials, while lowering the costs and reducing the environmental impact of our Annual Meeting.

On or about April 1, 2023, we are providing our beneficial shareholders with a notice containing instructions on how to access our proxy statement and annual report and how to vote online.

All other shareholders will continue to receive a paper copy of the proxy statement, proxy card and annual report by mail. The proxy statement contains instructions on how you can (i) receive a paper copy of the proxy statement, proxy card and annual report if you only received a notice by mail, or (ii) elect to receive your proxy statement and annual report over the Internet for future annual meetings if you received them by mail this year.

VIRTUAL MEETING

The Annual Meeting will be a virtual meeting of shareholders, which will be conducted via live audio webcast. We have chosen to hold the Annual Meeting virtually for many reasons, including that the format reduces health risks, enables more shareholders and invited guests to attend the meeting, adds efficiency to the flow of the meeting, increases the ability of shareholders to engage with us, eliminates certain costs to the Company, and reduces the environmental impact of the annual shareholders meeting.

Both shareholders of record and “street name” shareholders will need to register to be able to attend the Annual Meeting via live audio webcast, submit their question during the meeting and vote their shares electronically at the meeting by following the instructions below.

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If you are a shareholder of record, you must proceed as follows:

| ● | Follow the instructions provided on your proxy card to register at http://www.viewproxy.com/superiorgroupofcompanies/2023/htype.asp by 11:59 p.m. Eastern Time on May 9, 2023. You will need to enter your name, phone number, and email address as part of the registration.

| ● | Assuming proper registration, you will next receive an email confirming your registration, the link to attend the Annual Meeting and the password you will need to access the Annual Meeting.

| ● | On the day of the Annual Meeting, if you have properly registered, you may enter the meeting by clicking on the link provided and entering the password you received via email in your registration confirmation.

| ● | If you wish to vote your shares electronically at the Annual Meeting, you will need to visit http://www.AALvote.com/SGC during the Annual Meeting while the polls are open (you will need the virtual control number included on your proxy card).

If you are a “street name” shareholder, you must proceed as follows:

| ● | Obtain a legal proxy from your broker, bank or other nominee.

| ● | You must register at http://www.viewproxy.com/superiorgroupofcompanies/2023/htype.asp by 11:59 p.m. Eastern Time on May 9, 2023. You will need to enter your name, phone number, and email address as part of the registration.

| o | If you wish to vote your shares electronically at the Annual Meeting, you will also need to provide a copy of the legal proxy (which may be uploaded to the registration website or sent via email to VirtualMeeting@viewproxy.com) as part of the registration.

| o | If you do not provide a copy of the legal proxy as specified above, you may still attend the Annual Meeting but you will be unable to vote your shares electronically at the Annual Meeting.

| ● | You will next receive an email confirming your registration, your virtual control number (if applicable), the link to attend the Annual Meeting and the password you will need to access the Annual Meeting.

| ● | On the day of the Annual Meeting, if you have properly registered, you may enter the meeting by clicking on the link provided and entering the password you received via email in your registration confirmation.

| ● | If you wish to vote your shares electronically at the Annual Meeting, you will need to visit http://www.AALvote.com/SGC during the Annual Meeting while the polls are open (you will need the virtual control number you received via email in your registration confirmation).

Further instructions on how to attend the Annual Meeting via live audio webcast, including how to vote your shares electronically at the Annual Meeting, are posted on http://www.viewproxy.com/superiorgroupofcompanies/2023/htype.asp under “Frequently Asked Questions (FAQ)”. If you would like to ask a question during the Annual Meeting, you will have the opportunity to type your question into the questions/comment box on the virtual meeting screen. The Annual Meeting live audio webcast will begin promptly at 12:00 p.m. Eastern Time on May 12, 2023. We encourage you to access the meeting prior to the start time. Online check-in will begin at 11:45 a.m. Eastern Time and you should allow ample time for the check-in procedures.

INTERNET ACCESS OR ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS

If you have previously signed up to receive shareholder materials, including proxy statements and annual reports by mail, you may choose to receive these materials by accessing the Internet in the future, which can help us achieve a substantial reduction in our printing and mailing costs as well as be environmentally friendly. If you choose to receive your proxy materials by accessing the Internet, then before next year’s annual meeting, you will receive a notice when the proxy materials and annual report are available over the Internet.

Your election to receive your proxy materials by accessing the Internet will remain in effect for all future shareholder meetings unless you timely revoke it before the next shareholders’ meeting by contacting Melinda Barreiro at our offices at P.O. Box 4002, Seminole, Florida 33775-0002, phone: (727) 397-9611, ext. 1523.

If you hold your shares in an account at a brokerage firm or bank participating in a “street name” program, you can sign up for delivery of proxy materials in the future by contacting your broker.

HOUSEHOLDING

The Securities and Exchange Commission’s rules permit us to deliver a single set of annual meeting materials to one address shared by two or more of our shareholders. This delivery method is referred to as “householding” and can result in significant cost savings. To take advantage of this opportunity, we have delivered only one notice or proxy statement and annual report, as applicable, to multiple shareholders who share an address, unless we received contrary instructions from the impacted shareholders prior to the mailing date. We agree to deliver promptly, upon written or oral request, a separate copy of the notice, proxy statement or annual report, as applicable, to any shareholder at a shared address to which a single copy of those documents was delivered. If you prefer to receive separate copies of the notice, proxy statement or annual report (with respect to the Annual Meeting or in the future), contact Melinda Barreiro at our offices at P.O. Box 4002, Seminole, Florida 33775-0002, phone: (727) 397-9611, ext. 1523.

If you are currently a shareholder sharing an address with another shareholder and wish to receive only one copy of future notices, proxy statements or annual reports for your household, please contact Melinda Barreiro at our offices at P.O. Box 4002, Seminole, Florida 33775-0002, phone: (727) 397-9611, ext. 1523.

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VOTING SECURITIES

Quorum; Broker Non-Votes

The Company’s Bylaws provide that the holders of a majority of the shares of the Company’s common stock issued and outstanding on the Record Date and entitled to vote must be present virtually or by proxy at the Annual Meeting in order to have a quorum for the transaction of business. Abstentions will be counted as present for purposes of determining the presence of a quorum. Shares held by brokers, banks or other nominees for beneficial owners (which we refer to as “brokers”) will also be counted as present for purposes of determining whether a quorum is present if the broker has the discretion to vote on at least one of the matters presented, even though the broker does not have discretionary voting power with respect to other matters and even though voting instructions have not been received from the beneficial owner. As used in this proxy statement, a “broker non-vote” occurs on a matter when a broker is not permitted to exercise voting power in the absence of voting instructions and does not receive voting instructions with respect to that matter. Brokers have discretionary voting power with respect to the ratification of the appointment of Grant Thornton LLP as independent registered public accounting firm for 2023.

Votes Required

For Proposal 1, if a quorum is present, the six (6) nominees for director receiving the highest number of affirmative votes of the shares present or represented and entitled to be voted for them shall be elected as directors. Abstentions and broker non-votes will not affect the outcome of the vote on such proposal.

The approval of Proposal 2 requires that the number of votes cast in favor of the proposal exceed the number of votes cast against the proposal. In order to ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for 2023, abstentions will be disregarded and will not be counted as votes for or against such proposal. However, since brokers may exercise discretionary voting power with respect to this proposal, a shareholder’s failure to provide voting instructions will not prevent a broker vote and can therefore affect the outcome of the auditor ratification proposal.

Your broker will NOT be able to vote your shares with respect to Proposal 1 if you have not provided voting instructions to your broker. We strongly encourage you to complete and submit your proxy card and exercise your right to vote as a shareholder.

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ELECTION OF DIRECTORS (Proposal 1)

The Bylaws set the size of the Board of Directors at not less than three (3) nor more than nine (9) members. The size of the Board of Directors is currently set at six (6) members. As described below, the Board of Directors is nominating six (6) Directors to be elected at the Annual Meeting. Directors generally hold their positions until the Annual Meeting at which time their term expires and their respective successors are duly elected and qualified.

The Board of Directors recommends that six (6) Directors be elected at the Annual Meeting to hold office until the Company's Annual Meeting in 2023 and until their successors are duly elected and qualified or until their earlier resignation, removal from office or death. The persons designated as nominees for election as Director to serve the term described above are Michael Benstock, Paul Mellini, Robin M. Hensley, Todd Siegel, Venita Fields, and Andrew D. Demott, Jr. See “Management - Directors and Executive Officers” for further information on such nominees. In the event any of the nominees should be unable to serve, which is not anticipated, the Board of Directors may designate substitute nominees, in which event the persons named in the enclosed proxy will vote for such other person or persons for the office of Director as the Board of Directors may recommend.

Shareholders may vote for up to six (6) nominees and the six (6) nominees receiving the highest number of votes shall be elected. Shareholders may not vote cumulatively in the election of Directors.

The Board of Directors recommends a vote “FOR” each of the nominees.

MANAGEMENT

Directors and Executive Officers

The following table sets forth the names and ages of the Company’s director-nominees and executive officers as of March 16, 2023 and the positions they hold with the Company. Executive officers serve at the pleasure of the Board of Directors.

Name |  | Age | Position
Michael Benstock |  | 67 | President, Chief Executive Officer, Chairman of the Board, and a member of the Executive* Committee
Paul Mellini |  | 70 | Director and a member of the Audit, Corporate Governance, Nominating & Ethics, Compensation*, Executive, and Capital Committees
Robin M. Hensley |  | 66 | Director and a member of the Audit* Committee
Todd Siegel |  | 64 | Director and a member of Corporate Governance, Nominating & Ethics*, Compensation, and Capital Committees
Venita Fields |  | 69 | Director and a member of the Audit, Corporate Governance, Nominating & Ethics, and Capital* Committees
Andrew D. Demott, Jr. |  | 59 | Chief Operating Officer+ and Director and a member of the Executive Committee
Michael W. Koempel |  | 53 | Chief Financial Officer
Philip Koosed |  | 40 | Chief Strategy Officer
Jordan M. Alpert |  | 46 | Senior Vice President, General Counsel and Secretary
Dominic Leide |  | 47 | President, The Office Gurus
Jake Himelstein |  | 40 | President, BAMKO, LLC
Catherine Beldotti Donlan |  | 55 | President, Superior Uniform Group Healthcare
|  |  | *Chairperson of the Committee
|  |  | +Mr. Demott has announced his retirement as Chief Operating Officer effective March 31, 2023. He will remain a Director.

The following includes information about the skills, qualities, experience and attributes of each of the director-nominees and executive officers of the Company:

Michael Benstock has served as President and Chief Executive Officer of the Company since October 24, 2003. Prior to that, Mr. Benstock served as Co-President of the Company from May 1, 1992 until October 24, 2003, and Executive Vice President of the Company prior to that. Mr. Benstock has served as Chairman of the Board since February 2023 and a Director of the Company since 1985. He also served as a director of USAmeriBank from 2007 to December 31, 2017 and chair of its audit committee from 2014 to December 31, 2017, at which time USAmeriBank was acquired by Valley National Bank. Mr. Benstock’s long employment history with the Company, including more than 30 years as an executive officer, significant contributions on the Board of the Company, and other board experience are the primary reasons for his nomination for re-election.

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Robin M. Hensley has been a Director of the Company since July 28, 2000. She has served as president and business development coach of Raising the Bar since May 2004. Raising the Bar provides executive coaching, primarily in the area of business development. Previously, she was president of Personal Construction, LLC from January 2000 until May 2004. Prior thereto, she was vice president of Patton Construction from December 1995 to January 2000. Her background also includes experience in public accounting with Ernst & Young. Ms. Hensley’s contributions on the Audit Committee, including as its chairperson and financial expert with public accounting experience, and her extensive experience in executive coaching are the primary reasons for her nomination for re-election.

Paul Mellini has been a Director of the Company since May 7, 2004. Mr. Mellini currently serves as president of Paulucci International, managing partner of PAR 3 Holdings, LLC, and a board member and managing director of two family foundations. He is also the Trustee and personal representative of various entities and oversees assets in excess of $100 million. He previously served as a board member of Republic Bank, Inc. from February 21, 2019 until October 25, 2019, and a board member and president of Luigino’s International from January 2017 until December 2019. He also was a board member (treasurer) of the Economic Development Association of Citrus County and board member (treasurer) of Main Street, Crystal River until December 31, 2016. Mr. Mellini was chief executive officer and president of Nature Coast Bank in Citrus County, Florida from March 7, 2005 until January 1, 2017, chief executive officer and president of Premier Community Bank of Florida and Premier Community Bank of South Florida from January 2002 until August 2004 and chief executive officer and president of PCB Bancorp Inc. from January 2003 until August 2004. Prior thereto, he was regional president of First Union Bank of the Greater Bay Area from April 1995 to December 2001. Mr. Mellini’s tenure and significant contributions on the Board of the Company, and his extensive experience as a chief executive, are the primary reasons for his nomination for re-election.

Todd Siegel has been a Director of the Company since February 7, 2014. He currently operates Centered Solutions, Inc., which consults for small businesses, invests in business opportunities, and assists private equity firms in finding businesses to purchase. He also is the CEO of Centered Solutions, LLC, an international provider of pharmacy workflow software, supply chain integration and automation for the centralization of medication dispensing. He served as president and chief executive officer of MTS Medication Technologies, Inc. from approximately 1992 to 2012, chairman from approximately 1992 to 2009 and a director from approximately 1986 to 2012. MTS Medication Technologies was a publicly-held company through December 2009. Mr. Siegel previously served at MTS Medication Technologies in other capacities, including executive vice president, vice president of sales and marketing and corporate secretary. MTS Medication Technologies manufactures and markets pharmaceutical packaging automation and the related consumable supplies. Prior to his tenure with MTS Medication Technologies, Mr. Siegel was an account executive for AMI Diagnostic Service, a diagnostic imaging company, and held sales and national sales management positions with Chamberlin Corporation, a pharmaceutical manufacturer. Mr. Siegel’s extensive experience as chief executive, chairman, and director of a publicly-held company are the primary reasons for his nomination for re-election.

Venita Fields has been a director of the Company since January 31, 2019. She is a partner and a member of the investment committee of Pelham S2K Managers, LLC, which provides junior capital and private equity investments for privately held middle market companies, having served in that capacity since 2016. She previously was with Smith Whiley & Company from 1998-2015, during which she last served as a partner and senior managing director; Bank of America from 1989-1998, during which she last served as a senior vice president; Citicorp North America from 1984-1989, where she managed an investments origination team; and Continental Illinois National Bank in Chicago from 1980-1984. Ms. Fields currently is a director of Derry Enterprises, Inc. (dba Field Fastener Supply Company), David’s Bridal, Inc., IMA Financial Group, and Lifespace Communities, Inc. She also currently serves on the not-for-profit boards of The Moran Center for Youth Advocacy, The Ravinia Festival Association and Chatham Hall School for Girls. Ms. Fields’s extensive experience as an executive and director are the primary reasons for her nomination for election

Andrew D. Demott, Jr., who has announced that he will be retiring as an employee of the Company effective March 31, 2023, has served as Chief Operating Officer since May 1, 2015. Prior to that, he served as Chief Financial Officer and Treasurer of the Company from May 5, 2010 until August 3, 2018 and March 2020 through May 2022, Senior Vice President, Chief Financial Officer and Treasurer of the Company from February 8, 2002 until May 5, 2010, and Vice President, Chief Financial Officer and Treasurer of the Company from June 15, 1998 until February 8, 2002. He also served as the Company’s Secretary from July 31, 1998 through June 14, 2002. Mr. Demott has served as a Director of the Company since 2018. Before joining the Company, Mr. Demott served as an Audit Senior Manager with Deloitte & Touche, LLP since September 1995 and, prior to that, an Audit Manager with Deloitte & Touche LLP since September 1992. Mr. Demott’s long employment history and vast experience with the Company, including as a director and chief financial and chief operating officer, are the primary reasons for his nomination for election.

Michael W. Koempel has served as Chief Financial Officer since May 2022, when he joined the Company. Prior to joining the Company he was chief operating officer of IT’SUGAR® from June 2021 to May 2022. Prior to that, Mr. Koempel served as Chief Operating Officer of Victoria’s Secret Lingerie from April 2017 to August 2020, and Chief Financial Officer of Mast Global (L Brands) from February 2007 to March 2017. From 1998 to 2007, Mr. Koempel served in various financial positions at L Brands, including Vice President of Corporate Finance and Financial Reporting. Mr. Koempel began his career at Arthur Andersen from 1991 to 1998, holds a Bachelor of Business Administration from the University of Dayton and is a Certified Public Accountant (currently inactive).

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Philip Koosed has served as Chief Strategy Officer of the Company since July 2, 2021. Prior to that, he served as the President of BAMKO, LLC, a subsidiary of the Company, since substantially all of the assets of BAMKO, Inc. were acquired by the Company effective March 1, 2016. Mr. Koosed was the co-founder of and served as chief executive officer of BAMKO, Inc. from its inception in 1999 until March 1, 2016. Mr. Koosed co-founded BAMKO while an undergraduate business student at the University of Southern California.

Jordan M. Alpert has served as Senior Vice President, General Counsel and Secretary of the Company since August 3, 2018. Prior to that, he served as Vice President, General Counsel and Secretary of the Company from November 7, 2011 until August 3, 2018, Secretary since May 6, 2011 and General Counsel since March 28, 2011. Mr. Alpert previously held the position of general counsel for Grand Army Entertainment, LLC during 2010. He also was an attorney with the firms Grais & Ellsworth LLP and Willkie, Farr & Gallagher LLP during 2001-2011. Mr. Alpert has been granted Authorized House Counsel status for the Company by the State of Florida. He is admitted to the New York Bar, Southern District of New York, and Eastern District of New York.

Dominic Leide has served as the President of The Office Gurus, a subsidiary of the Company, since 2014. Prior to that, he served as Managing Director of The Office Gurus since 2010 and Vice President of Administration and Customer Support of the Company from May 5, 2009 to 2018. Prior to that, he served as U.S. Manager of near-shore operations of the Company since 2008, Director of Customer Excellence of the Company since 2007, and Manager of Special Projects of the Company since 2006.

Jake Himelstein has served as the President of BAMKO, LLC, a subsidiary of the Company, since July 2, 2021. Prior to that, he served as BAMKO’s Chief Operating Officer and Chief Financial Officer since substantially all of the assets of BAMKO, Inc. were acquired by the Company effective March 1, 2016. Mr. Himelstein also served as the Chief Financial Officer of BAMKO from June 3, 2013 until March 1, 2016. Prior to his time at BAMKO, Mr. Himelstein spent over 9 years at Deloitte in a variety of capacities, including audit and mergers/acquisitions. Mr. Himelstein is a Certified Public Accountant in the state of California and has undergraduate degrees in Business and Accounting from the University of Southern California.

Catherine Beldotti Donlan has served as the President of the Company’s Superior Uniform Group Healthcare division since May 2022. Most recently before that, Ms. Beldotti Donlan was the principal of her own consulting firm from 2020-2022 and served as General Manager and Senior Vice President of Retail for Innocor, a Bain Capital Private Equity company from 2018-2020. Prior to that, Ms. Beldotti Donlan held roles of Vice President of Sales and Vice President & General Manager North America for Converse, Director of Strategic Accounts for Puma from 2006-2009, General Manager of Ryka from 2000 - 2006, and multiple management roles at Reebok from 1993-2000.

Honorary Directors

Gerald M. Benstock has served as Chairman Emeritus of the Board of Directors since May 2, 2013. Previously, Mr. Benstock had been Chairman of the Board of Directors between October 24, 2003 and June 30, 2012. He served as Chief Executive Officer of the Company from May 1, 1992 to October 24, 2003 and, prior to that, President of the Company. Mr. Benstock also served as a Director of the Company from 1951 to December 31, 2012.

The following family relationship exists among the Company's Directors, nominees and executive officers: Michael Benstock is the son of Gerald M. Benstock.

BOARD LEADERSHIP STRUCTURE AND RISK MANAGEMENT

Board Leadership Structure

The Board does not have a policy on whether or not the roles of Chief Executive Officer and Chairperson of the Board should be separate and, if they are to be separate, whether the Chairperson of the Board should be selected from the independent Directors or be an employee. The Board believes that it should be free to make a choice from time to time in any manner that is in the best interests of the Company and its shareholders.

For many years, the roles of Chief Executive Officer and Chairperson at the Company were held by different persons. After the Company’s then-Chairperson, Sidney Kirschner, passed away in February 2023, the Board unanimously appointed Michael Benstock, the Company’s Chief Executive Officer, to serve as the Chairperson of the Board. The Board furthermore adopted a Lead Director charter for the Company and delegated to the Company’s independent Directors full authority to elect, from among their members, a Lead Director. The independent Directors unanimously elected Paul Mellini to the newly-created position of Lead Director.

The Board of Directors believes this new structure is the most appropriate structure for the Company at this time because it makes the best use of both individuals’ skills and experiences. The Lead Director will be elected from time to time by a majority of the independent Directors of the Board and has the following responsibilities, as more fully described in the Lead Director charter:

| 1. | To call, set agendas for and preside over all executive meetings of independent Directors and report to the Board, as appropriate, concerning such meetings.

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| 2. | To preside at Board meetings in the absence of the Chair and CEO (it being understood that such role fulfills the role of President solely at such meetings for purposes of Section 5.3 of the Company’s Bylaws).

| 3. | To review Board agendas in collaboration with the Chair and CEO and recommend matters for the Board to consider and information to be provided to the Board.

| 4. | To review the Board meeting schedule in collaboration with the Chair and CEO.

| 5. | To serve as a liaison and supplemental channel of communication between independent Directors, on the one hand, and the Chair and CEO, on the other hand, without inhibiting direct communications between the Chair and CEO, on the one hand, and other Directors, on the other hand.

| 6. | To consult with major stockholders as requested.

| 7. | To lead the annual Board and Committee evaluation process.

| 8. | To advise the Chair concerning the retention of advisors and consultants who report directly to the Board.

| 9. | Such other duties and responsibilities as the Board may assign by resolution.

Risk Oversight

Like other companies, we face a variety of enterprise risks, including financial risk (credit risk and liquidity risk), operational risk and strategic risk. Our Board is ultimately responsible for ensuring an appropriate culture of risk management exists within the Company, overseeing the Company’s aggregate risk profile, and monitoring how the Company addresses certain risks. The Board implements its risk oversight function both as a whole and through delegation to Board committees.

Our Audit Committee has the responsibility to consider and discuss our major financial exposures and the steps our management has taken to monitor and control these exposures. Our Audit Committee also monitors compliance with legal and regulatory requirements. Our Corporate Governance, Nominating & Ethics Committee monitors the effectiveness of our corporate governance practices, including whether they are successful in preventing illegal or improper liability-creating conduct, and cybersecurity risk. Our Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. Our Capital Committee assesses and monitors whether our proposed and actual capital expenditures expose the Company to excessive risk. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, our entire Board is regularly informed through committee reports about such risks.

In fulfilling its risk oversight role, the Board focuses on the adequacy of the Company’s risk management process and overall risk management system. The Board believes an effective risk management system will (1) adequately identify the material risks that the Company faces in a timely manner, (2) implement appropriate risk management strategies that are responsive to the Company’s risk profile and specific material risk exposures, (3) integrate consideration of risk and risk management into business decision-making throughout the Company, and (4) include policies and procedures that adequately transmit necessary information with respect to material risks to senior executives and, as appropriate, to the Board or relevant committee.

The Board encourages management to promote a corporate culture that understands risk management and incorporates it into the overall corporate strategy and day-to-day business operations. The Board regularly receives reports from officers and other management employees on particular risks to the Company and reviews the Company’s strategic plan. It also, as needed, solicits advice from external experts and third-party resources.

The Board strives to generate serious and thoughtful attention to the Company’s risk management process and system, the nature of the material risks the Company faces, and the adequacy of the Company’s policies and procedures designed to respond to and mitigate these risks

Code of Business and Ethical Conduct

The Company has adopted a Code of Business and Ethical Conduct, which sets forth the guiding principles and rules of behavior by which we operate our Company and conduct our daily business with our customers, vendors, shareholders and employees. This Code applies to all of the directors, officers (including the Company's principal executive officer, principal financial officer and controller) and employees of the Company.

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The purpose of the Code of Business and Ethical Conduct is to promote honest and ethical conduct and compliance with the law. The law in many cases is about what we can do; what is legally permissible. We consider it important to focus on what we should do and what ethical principles we should embrace in guiding our behavior to engender trust and loyalty within our work forces and with all our key stakeholders, customers, suppliers, dealers and investors. The Code of Business and Ethical Conduct can be found on our website at www.superiorgroupofcompanies.com under Investors. We will post any amendments to the Code of Business and Ethical Conduct, as well as any waivers that are required to be disclosed by the rules of either the SEC or NASDAQ, on such website. We will provide a copy of the Code of Business and Ethical Conduct to anyone without charge upon written request addressed to the Secretary of the Company at the Company’s headquarters.

Insider Trading Policy and Prohibition of Hedging Activities

The Company has adopted an insider trading policy which sets forth the guiding principles and rules with respect to trading in the Company’s securities and the securities of other publicly traded companies. This policy applies to all directors, officers (including the Company's principal executive officer, principal financial officer and controller) and employees of the Company.

Our insider trading policy prohibits our directors, officers, and employees, and each of their related persons, from entering into hedging or other short-term, speculative transactions in or related to the Company’s securities.

Compensation Committee Interlocks and Insider Participation

Messrs. Sidney Kirschner (who passed away in February 2023) and Paul Mellini served as members of the Compensation Committee during the fiscal year ended December 31, 2022. Mr. Todd Siegel was elected to the Compensation Committee in February 2023. None of these individuals is or has ever been an officer or employee of the Company or any of its subsidiaries. In addition, none of these individuals has had any relationship requiring disclosure by the Company under any paragraph of Item 404 of SEC Regulation S-K. During the fiscal year ended December 31, 2022, none of the Company’s executive officers served as a member of the board of directors or the compensation committee (or other board committee performing equivalent functions) of any other entity that had one or more executive officers serving as members of our Board of Directors or Compensation Committee.

DIRECTOR COMMITTEES AND MEETINGS

The Board of Directors held four (4) meetings during 2022. In 2022, each Director who was a Director in 2022 attended at least 75% of all meetings of the Board and of each committee of which he/she was a member during the period that person was a Director. The Company expects all members of the Board to attend the Company’s annual meeting of shareholders barring other significant commitments or special circumstances. All of the Company’s Board members who were directors at the time attended the Company’s 2022 annual meeting of shareholders.

The Board has a standing Audit Committee; Capital Committee; Compensation Committee; Corporate Governance, Nominating & Ethics Committee; and Executive Committee.

The Board has determined that Mr. Paul Mellini, Ms. Robin M. Hensley, Mr. Todd Siegel, and Ms. Venita Fields are independent, as that term is defined by the applicable rules of the Securities and Exchange Commission and The NASDAQ Stock Market LLC® (“NASDAQ”). The Board has further determined that all members of the Audit, Compensation, and Corporate Governance, Nominating & Ethics Committees are independent and satisfy the relevant Securities and Exchange Commission and NASDAQ independence requirements and other requirements for members of such committees.

The Board conducts an annual self-evaluation and an annual evaluation of the Audit Committee.

Audit Committee

The current members of the Audit Committee are Ms. Robin Hensley, Chairperson, Mr. Paul Mellini, and Ms. Venita Fields. The Audit Committee, which was established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, assists the Board of Directors in fulfilling the Board’s responsibilities relating to safeguarding of assets and oversight of the quality and integrity of the accounting, auditing and reporting practices of the Company. The Board of Directors has determined that each member of the Audit Committee is independent, as defined by NASDAQ listing standards applicable to audit committee members. The Board has also determined that Robin Hensley qualifies as an “audit committee financial expert,” as defined in the rules of the Securities and Exchange Commission. The Audit Committee met seven (7) times during 2022. The Audit Committee has a charter, which may be found on our website at www.superiorgroupofcompanies.com under Investors.

The Audit Committee conducts an annual self-evaluation.

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Compensation Committee

The current members of the Compensation Committee are Messrs. Paul Mellini, Chairperson, and Todd Siegel. The Board of Directors has determined that each member of the Compensation Committee is independent as defined by NASDAQ listing standards applicable to compensation committee members. The Compensation Committee met two (2) times during 2022. The Compensation Committee has a charter, which can be found on our website at www.superiorgroupofcompanies.com under Investors.

The duties and responsibilities of the Compensation Committee include to:

| ● | determine and approve the compensation of the Company's Chief Executive Officer;

| ● | make recommendations to the Board with respect to executive compensation for executive officers other than the Chief Executive Officer;

| ● | review, approve, and administer incentive compensation plans and equity-based plans for executive officers and certain other employees of the Company;

| ● | review the Company’s incentive compensation arrangements to determine whether they encourage excessive risk-taking, to review and discuss at least annually the relationship between risk management policies and practices and compensation, and to evaluate compensation policies and practices that could mitigate any such risk; and

| ● | report regularly to the Board regarding its actions and make recommendations to the Board as appropriate.

Under its charter, the Compensation Committee may form and delegate any of its responsibilities to subcommittees, which in turn must consist of at least 2 members of the Compensation Committee.

For information regarding the Compensation Committee’s processes and procedures for determining executive and director compensation, please see the Compensation Discussion and Analysis, as well as the footnotes to the Summary Compensation Table and Director Compensation for 2022 in the sections entitled “Executive Compensation” and “Director Compensation” below.

The Compensation Committee conducts an annual self-evaluation.

Corporate Governance, Nominating & Ethics Committee

The current members of the Corporate Governance, Nominating & Ethics Committee are Messrs. Todd Siegel, Chairperson, and Paul Mellini, and Ms. Venita Fields. The Board of Directors has determined that each member of the Corporate Governance, Nominating & Ethics Committee is independent as defined by NASDAQ listing standards applicable to directors generally.

The Corporate Governance, Nominating & Ethics Committee develops and recommends to the Board of Directors a set of corporate governance principles applicable to the Company. It also assists in identifying qualified individuals to become directors and recommends to the Board candidates for all director positions to be filled by the Board or by shareholders of the Company. The Board has tasked the Committee with primary oversight over the Company’s environmental, social and governance (ESG) activities. The Corporate Governance, Nominating & Ethics Committee met four (4) times during 2022. The Corporate Governance, Nominating & Ethics Committee has a charter, which can be found on our website at www.superiorgroupofcompanies.com under Investors.

The Corporate Governance, Nominating & Ethics Committee has recommended the candidates to be nominated to stand for election to the Board of Directors at the Annual Meeting.

The Corporate Governance, Nominating & Ethics Committee conducts an annual self-evaluation.

Capital Committee

The current members of the Capital Committee are Ms. Venita Fields, Chairperson, and Messrs. Todd Siegel and Paul Mellini, all of whom are independent as defined by NASDAQ listing standards applicable to directors generally.

The Capital Committee carries out the capital-related responsibilities delegated by the Board. It also reviews and recommends to the Board policy regarding dividends and share repurchase. The Capital Committee met five (5) times during 2022. The Capital Committee has a charter, which can be found on our website at www.superiorgroupofcompanies.com under Investors.

The Capital Committee conducts an annual self-evaluation.

Executive Committee

The current members of the Executive Committee are Messrs. Michael Benstock, Chairperson, Paul Mellini, and Andrew D. Demott, Jr. The Executive Committee is authorized to act in place of the Board of Directors during periods between Board meetings. The Executive Committee did not hold any formal meetings during 2022. The Executive Committee acted by unanimous written consent on four (4) occasions during 2022. Each action taken by the Executive Committee pursuant to a unanimous written consent was subsequently reviewed and ratified by the Board of Directors.

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DIRECTOR NOMINATIONS, DIVERSITY AND POLICIES

Nominations of Directors

The Board selects the director-nominees to stand for election at the Company’s annual meetings of shareholders and to fill vacancies occurring on the Board based on the recommendations of the Corporate Governance, Nominating & Ethics Committee. In identifying and evaluating potential nominees to serve as directors, the Corporate Governance, Nominating & Ethics Committee will examine each nominee on a case-by-case basis regardless of who recommended the nominee and take into account all factors it considers appropriate. However, the Corporate Governance, Nominating & Ethics Committee believes the following minimum qualifications must be met by a director-nominee to be recommended to the Board:

| ● | Each director must display high personal and professional ethics, integrity and values.

| ● | Each director must have the ability to exercise sound business judgment.

| ● | Each director must be highly accomplished in his or her respective field, with broad experience at the executive and/or policy-making level in business, government, education, technology or public interest.

| ● | Each director must have relevant expertise and experience, and be able to offer advice and guidance based on that expertise and experience.

| ● | Each director must be able to represent all shareholders of the Company and be committed to enhancing long-term shareholder value.

| ● | Each director must have sufficient time available to devote to activities of the Board and to enhance his or her knowledge of the Company’s business.

The Board also believes the following qualities or skills are necessary for one or more directors to possess:

| ● | At least one independent director should have the requisite experience and expertise to be designated as an “audit committee financial expert” as defined by applicable rules of the Securities and Exchange Commission and which results in the director’s “financial sophistication” as defined by the rules of the NASDAQ Stock Market.

| ● | One or more of the directors generally should be active or former chief executive officers of public or private companies or leaders of major organizations, including commercial, scientific, government, educational and other similar institutions.

| ● | Directors should be selected so that the Board is a diverse body.

The Corporate Governance, Nominating & Ethics Committee will consider recommendations for directorships submitted by shareholders. Recommendations for consideration by the Corporate Governance, Nominating & Ethics Committee, including recommendations from shareholders of the Company, should be sent in writing to the Board of Directors, care of the Secretary of the Company, at the Company’s headquarters. Such nominations must include a description of the specific qualifications the candidate possesses and a discussion as to the effect on the composition and effectiveness of the Board.

Board Diversity

The Corporate Governance, Nominating & Ethics Committee does not have a formal diversity policy applicable to our Board. Nevertheless, we believe that it is important for the Board to be comprised of individuals with diverse backgrounds, skills and experiences, and to ensure a fair representation of shareholder interests. To maintain a diverse mix of individuals, primary consideration is given to the depth and breadth of members’ business and civic experience in leadership positions, as well as their ties to the Company’s markets and other similar factors. We also believe it is important to have and be transparent with our shareholders and others regarding other types of diversity. To that end, the following is a summary of certain types of diversity characteristics of our Board:

Board Diversity Matrix (As of March 16, 2023)
Total Number of Directors | 6
| Female | Male | Non-Binary | Did Not Disclose Gender
Part I: Gender Identity
Directors | 2 | 4 |  |
Part II: Demographic Background
African American or Black | 1 |  |  |
Alaskan Native or Native American |  |  |  |
Asian |  |  |  |
Hispanic or Latinx |  |  |  |
Native Hawaiian or Pacific Islander |  |  |  |
White | 1 | 4 |  |
Two or More Races or Ethnicities |  |  |  |
LGBTQ+ |
Did Not Disclose Demographic Background | 1

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Board Retirement Policy

The Company has a mandatory retirement policy for its directors. The policy states that: No person shall be nominated by the Board of Directors to serve as a director after he or she has passed his or her 72nd birthday; except that anyone serving on the Board as of the date the Company first adopted a mandatory retirement policy, which was February 6, 2015, may remain on the Board until completion of the term that encompasses his or her 74th birthday or completion of the term that concludes at least ten but no more than eleven years after the policy first was adopted, whichever will result in a longer Board tenure.

Stock Ownership Guidelines

The Company has a minimum stock ownership guideline for its independent Directors, chief executive officer, and chief financial officer. Each of those individuals is asked to own at least two hundred thousand dollars ($200,000) worth of Company stock. The independent Directors, chief executive officer, and chief financial officer at the time that the guideline was adopted, which is February 5, 2021, have five (5) years from the inception of the guideline to obtain the stock ownership amount. An individual who assumes such a position after February 5, 2021 will have five (5) years from when the person assumed the position to obtain the minimum stock ownership amount. Parameters exist to determine what types of stock satisfy the amount. The Corporate Governance, Nominating & Ethics Committee has discretion to enforce the guideline as it deems appropriate.

Communications with Board of Directors

Shareholders may communicate with the full Board or individual Directors by submitting such communications in writing to Superior Group of Companies, Inc., Attention: Board of Directors (or the individual director(s)), P.O. Box 4002, Seminole, Florida 33775-0002. Such communications will be delivered to the Directors.

HUMAN CAPITAL MANAGEMENT

We believe that people are our most important asset. They deliver on our mission and values with great ideas, innovations, and leadership to propel our organization forward. As such, attracting, retaining, and developing quality talent is a high priority for our management team and our Board. We continually seek to improve upon the ways in which we execute on this priority. Over the past several years, including in 2022, we continued our trend of increasing the resources deployed to the attraction, retention and development of and the range of programs and opportunities available to our employees, increased the number of women and minorities in leadership positions, and further expanded our total rewards packages to provide even more competitive compensation and benefits. In 2022, approximately 74% of our open U.S. leadership roles were filled internally.

Our Board encourages diversity and inclusion by setting the tone and modeling it from the top. We are proud that we have a diverse Board. Valuing a diverse and inclusive culture helps to drive innovation and overall success.

We are focused on the physical, mental and financial wellness of our employees and communities. We do this, in part, by providing our employees with access to a variety of innovative, flexible, and convenient health and wellness programs, including a long-standing on-site health clinic at our location with the most number of employees, telemedicine, increased paid time off flexibility, newly expanded mental health and retirement benefits, and domestic partner coverage for all eligible benefit programs, and support for philanthropic activities.

Our Board is actively engaged in human capital management. To enhance our Board’s understanding of the Company’s human resources-related activities and environment, including its culture and talent pipeline, the Board receives regular reports from the head of our human resources department, meets with high-potential executives in formal and informal settings, visits various Company locations (including holding Board meetings at our El Salvador, Florida, and Georgia locations), and discusses with management succession planning at the executive and other levels of the organization.

For more information about our work in these areas and others, see our 2021 Corporate Social Responsibility Highlights Report, available on our website at https://ir.superiorgroupofcompanies.com/Corporate_Social_Responsibility. The foregoing URL is provided as an inactive textual reference only and the information in this report is not deemed to be incorporated by reference into this proxy statement. We intend to publish a 2022 Corporate Social Responsibility Highlights Report or equivalent document later in 2023.

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EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

The Compensation Committee of the Board of Directors has overall responsibility for establishing, implementing, and monitoring the Company’s compensation structure, policies, and programs. The Compensation Committee oversees the design and implementation of strategic compensation programs for the Company’s executive officers and others and is responsible for assessing and approving the total compensation paid to the Company’s chief executive officer. In addition, the conclusions and recommendations of the chief executive officer for compensation of the other executive officers annually are presented to the Compensation Committee for review and, if approved, recommendation to the Board of Directors for its approval. The Compensation Committee has absolute discretion as to whether it recommends to the Board of Directors for approval any of the chief executive officer’s recommendations or makes adjustments as it deems appropriate. The Compensation Committee also adheres to this process for certain other employees of the Company. For all of these positions, the Compensation Committee determines whether the compensation paid under the Company’s programs is fair, reasonable, and competitive. The Compensation Committee’s chairperson regularly reports to the Board of Directors on Compensation Committee actions and recommendations. The Board’s Compensation Committee has authority to retain, at the Company’s expense, outside counsel, compensation consultants, and other advisors to assist as needed.

The Compensation Committee is comprised of two independent directors, both of whom satisfy the relevant NASDAQ rules and SEC regulations. There are no interlocking relationships between any member of the Compensation Committee and any of our executive officers. None of the Compensation Committee members is an officer, employee, or former officer or employee of the Company.

The individuals who served as the Company’s chief executive and chief financial officers during fiscal year 2022, as well as the other individuals included in the Summary Compensation Table below, are referred to individually as an “executive” or “executive officer”, and collectively as the “named executive officers.” With respect to the named executive officers, this Compensation Discussion and Analysis identifies the Company’s current compensation philosophy, objectives, and considerations and describes the various methodologies, policies, and practices for establishing and administering the compensation programs of the named executive officers.

Compensation Philosophy, Objectives, and Considerations

The Compensation Committee believes that the most effective executive compensation programs are those that align the interests of the Company’s named executive officers with those of its shareholders. The Compensation Committee further believes that a properly structured compensation program will attract and retain talented individuals and motivate them to drive shareholder value and achieve specific short- and long-term strategic objectives, and that a significant percentage of executive pay should be based on the principle of pay-for-performance.

The Company’s executive compensation program is designed to provide:

| ● | levels of base compensation that are competitive with comparable companies and the relevant market;

| ● | short-term incentive compensation that varies in a manner consistent with the achievement of individual performance objectives and financial results of the Company;

| ● | long-term incentive compensation that focuses executive efforts on building shareholder value through meeting longer-term financial and strategic goals; and

| ● | benefits that are meaningful and competitive with comparable companies and the relevant market.

In designing and administering the Company’s executive compensation program, the Compensation Committee considers, among other factors, general market and survey data and the pay practices of the compensation peer group (defined below) and other comparable companies to determine the appropriate pay mix and compensation levels. The Compensation Committee believes that incentive compensation should be closely tied to the Company’s financial performance and the individual performance and responsibility level of the particular executive officer. The Compensation Committee also believes that the Company’s executive compensation program should include a significant equity-based component because it best aligns the executives’ interests with those of the Company’s shareholders. For purposes of retention, the Compensation Committee believes that the equity-based component should have meaningful conditions to encourage valued employees to remain in the employ of the Company. Finally, the Compensation Committee also considers other forms of executive pay as a means to attract, retain, and motivate highly qualified executives.

When making compensation decisions, we look at the compensation of our chief executive officer and other named executive officers relative to the compensation paid to similarly-situated executives at companies that we consider to be our peers (“compensation peer group”), as available. We believe that this should be a point of reference for measurement, not the determinative factor for our executives’ compensation. Because the comparative compensation information is just one of several analytic tools that are used in setting executive compensation, the Compensation Committee has discretion in determining the nature and extent of its use. Further, given the limitations associated with comparative pay information for setting individual executive compensation, including the difficulty of assessing and comparing wealth accumulation through equity gains and post-employment amounts at other companies, the Committee may elect not to use the comparative compensation information at all in the course of making compensation decisions. The companies included in the compensation peer group are selected primarily on the basis of their comparability to the Company based on size, as measured through annual revenue, market capitalization, and other financial measures. The Company’s compensation peer group used in connection with 2022 compensation consisted of: Cimpress PLC; Lakeland Industries, Inc.; Land’s End, Inc.; Vera Bradley, Inc.; Delta Apparel, Inc.; Harte Hanks, Inc.; and Rocky Brands, Inc. In 2022, the Company, working with Korn Ferry as described below, revised its compensation peer group, which consists of the following companies: ALJ Regional Holdings, Inc., Brady Corp. Ltd., Cimpress PLC, Delta Apparel, Inc., Deluxe Corp., Duluth Holdings Inc., Ennis, Inc., FIGS, Inc., Harte Hanks, Inc., Lands’ End, Inc., Rocky Brands, Inc., StarTek, Inc., TaskUs, Inc., and Vera Bradley, Inc. The Company expects to use this new group in connection with 2023 compensation.

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We also consider and review information from proxy statements of companies not in the compensation peer group and the opinions and recommendations of the chief executive officer, chief financial officer, and various outside advisers, as needed, in considering the appropriate pay mix and compensation levels for the chief executive officer and chief financial officer, and other executives as appropriate. In addition, compensation decisions take into consideration the most recent advisory vote of the Company’s shareholders with respect to the compensation of the named executive officers. In our 2022 annual meeting of shareholders, approximately 89.64% of the votes cast approved such compensation.

Role of the Independent Compensation Consultant

In 2022, the Compensation Committee engaged Korn Ferry to serve as the Compensation Committee’s independent executive compensation consultant. The Compensation Committee previously received executive compensation consulting services from Pearl Meyer & Partners, LLC (“Pearl Meyer”). Korn Ferry, as was its predecessor advisor, was requested to perform services that included, but were not limited to:

| ● | providing general market compensation and pay practices data;

| ● | establishing a public company reference group;

| ● | providing compensation and pay practices data of the compensation peer group;

| ● | reviewing the Company’s compensation information;

| ● | reviewing the design of the executive compensation program;

| ● | participating in meetings of the Compensation Committee;

| ● | providing independent analysis of chief executive officer, chief financial officer, other officers, and director compensation, including target levels for short- and long-term compensation and base salary ranges; and

| ● | advising the Compensation Committee, as requested.

The advice provided by Pearl Meyer was considered by the Compensation Committee when determining 2020, 2021 and 2022 executive compensation. Korn Ferry is continuing its work, with its initial advice having been received in 2023. The Compensation Committee has the sole authority to hire and terminate its independent executive compensation consultant, and may seek advice from that consultant without the involvement of management.

Neither Pearl Meyer nor Korn Ferry provides any other consulting services to the Company. After review and consideration of the relevant factors, the Compensation Committee determined that each of Pearl Meyer and Korn Ferry are independent and that there is no conflict of interest that would result from retaining either firm.

Named Executive Officers

Executive officers of the Company are elected or appointed by the Board of Directors and hold office until their successors are elected or until their earlier death, resignation, or removal. Named executive officers are identified based on SEC rules. The named executive officers of the Company are as follows:

Name | Title
Michael Benstock | Chief Executive Officer
Michael W. Koempel | Chief Financial Officer
Andrew D. Demott, Jr. | Chief Operating Officer+
Philip Koosed | Chief Strategy Officer
Dominic Leide | President, The Office Gurus
Jake Himelstein | President, BAMKO, LLC

+Mr. Demott has announced his retirement as Chief Operating Officer effective March 31, 2023. He will remain a Director.

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The Elements of Compensation

Total direct compensation includes cash, in the form of base salary and annual incentives, long-term equity incentives, and indirect compensation in the form of benefits. With respect to the named executive officers, the following describes in greater detail the objectives and policies behind the various elements of the compensation mix, as well as the actual compensation for the relevant periods.

Base Salary

It is the Company’s philosophy that employees be paid a base salary that is competitive with the salaries paid by comparable organizations based on each employee’s experience, performance, value, and geographic location. Generally, the Company has chosen to position cash compensation at levels which will allow the Company to remain competitive in attracting and retaining executive talent. The allocation of total cash between base salary and incentive bonus awards is based on a variety of factors. The Compensation Committee considers a combination of the executive’s performance, the performance of the Company and the individual business or corporate function for which the executive is responsible, the nature and importance of the position and role within the Company, the scope of the executive’s responsibility, and the current compensation package in place for the executive, including the executive’s current annual salary and potential bonus awards under the Company’s short-term incentive program. The Company may deviate from this process when an executive’s compensation is set pursuant to the terms of an agreement entered into in conjunction with the acquisition of the assets or equity of another entity. The Compensation Committee generally evaluates executive salaries annually.

For 2023, base salary for the named executive officers has been set as follows: Mr. M. Benstock, $635,267; Mr. Koempel, $410,000; Mr. Demott, $507,002; Mr. Leide, $265,000; Mr. Himelstein, $250,000; and Mr. Koosed, $375,000.

Annual Incentive Bonus

The Company maintains a strategy of compensating the named executive officers through programs that emphasize performance-based incentive compensation. The Company’s short-term incentive compensation program is designed to recognize and reward named executive officers (and other employees) who contribute meaningfully to the Company’s profitability and shareholder value.

For the fiscal year ended December 31, 2022, only Messrs. Benstock and Demott participated in the annual incentive bonus program. For the fiscal year ending December 31, 2023, only Messrs. Benstock and Koempel will be participating in the program. The fiscal years ended December 31, 2022 and ending December 31, 2023 annual incentive bonuses for Messrs. Leide, Himelstein and Koosed are governed by the terms of their employment agreements.

Components of the Annual Incentive Bonus Program for Messrs. Benstock, Koempel and Demott

Under the annual incentive bonus program for 2022, the annual incentive bonus generally tied incentive compensation to net earnings per share as reported in the Company’s audited financial statements and adjusted for certain items (“BEPS”) and achievement of individual goals. Under the annual incentive bonus program for 2023, the annual incentive bonus generally ties incentive compensation to net earnings as reported in the Company’s audited financial statements and adjusted for certain items (“BEL”) and achievement of individual goals. Adjustments made in the calculation of BEPS and BEL typically include bonus expense, stock compensation expense and related tax benefits, and other non-recurring items approved by the Compensation Committee. BEPS and BEL are determined at the business unit level. Each eligible individual’s incentive bonus is based on the BEPS or BEL, as applicable, performance at the business unit(s) that the individual supports. Under this program, the Compensation Committee establishes a minimum BEPS or BEL, as applicable, target that must be reached before any bonuses are earned. The target BEPS and BEL are based upon the annually established financial growth plan and goal.

More specifically, the annual incentive bonus is calculated as follows:

| ● | base salary (disregarding the reductions described above)

| ● | multiplied by TIA (as defined below)

| ● | multiplied by BEPS (for 2022) or BEL (for 2023) achievement percentage

| ● | multiplied by percentage completion of individual goals.

There is no maximum bonus payment under the program.

The Compensation Committee establishes for each participant in the program, including named executive officers, individual target incentive amounts (“TIA”) that may be earned, in whole or in part, depending upon whether the minimum BEPS or BEL, as applicable, target is reached and by how much it is exceeded for the fiscal year.

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Metrics for the Fiscal Year 2022

For 2022, the TIA as a percentage of base salary were as follows: Mr. M. Benstock, 66% and Mr. Demott, 47%. The BEPS level for 100% payout of the TIA in 2022 was $2.03 for Messrs. Benstock and Demott. At the minimum BEPS level (i.e., the threshold BEPS level below which a bonus is not earned under the annual incentive bonus program), these participants would have earned a bonus equal to 20% of the TIA.

For fiscal year 2022, the Company’s BEPS was $0.62. No incentive compensation was earned or paid under the annual incentive bonus program for the 2022 fiscal year.

Metrics for the Fiscal Year 2023

The Company adjusted its annual incentive bonus program for the 2023 fiscal year. For 2023, the TIA (as a percentage of base salary) has been set as follows: Mr. Benstock, 66% and Mr. Koempel, 43%. Rather than use BEPS, the Company will use BEL, which is a metric based upon the Company’s net earnings as reported in the Company’s audited financial statements and adjusted for certain items. The Company believes that the use of BEL will create more value for the Company and its shareholders by employees focusing on a metric that is more directly affected by their activities. The BEL level for 100% payout of the TIA in 2023 will be equal to $21,475,000 for Messrs. Benstock and Koempel. For 2023, a minimum target BEL has been established for these participants that would result in each earning a bonus equal to 40% of each’s respective TIA. Mr. Demott is not eligible for the annual incentive bonus program for the 2023 fiscal year due to his announced retirement effective March 31, 2023.

Components of the Annual Incentive Bonus for Messrs. Himelstein, Koosed and Leide

Fiscal Year 2022

For 2022, Mr. Himelstein’s annual incentive bonus was equal to the sum of:

(1) 4.5% of (a) BAMKO’s EBITDA for the first and second quarters of the calendar year plus (b) any expense from contingent liabilities applicable to this time period minus (c) any income recognized from adjustments to contingent liabilities from acquisitions made by BAMKO during this time period minus (d) any interest expense on debt related to new acquisitions made during this time period plus (e) the accrued annual incentive bonus for Mr. Himelstein applicable to this time period; and

(2) 4% of (a) the Branded Product segment’s EBITDA for the third and fourth quarters of calendar year plus (b) any expense from contingent liabilities applicable to this time period minus (c) any income recognized from adjustments to contingent liabilities from acquisitions made by the Branded Product segment during this time period minus (d) any interest expense on debt related to new acquisitions made during this time period plus (e) the accrued annual incentive bonus for Mr. Himelstein applicable to this time period.

For 2022, Mr. Koosed’s annual incentive bonus was based upon the sum of the Company’s EBITDA plus accrued annual incentive bonuses for all group-level employees (such sum, “PTHI”), but subject to a minimum threshold below which no bonus is earned. The bonus is determined according to a tiered payout scale, ranging from a percentage of 1% of PTHI for the lowest tier to 3.7% of PTHI for the highest tier.

For 2022, Mr. Leide’s annual incentive bonus was equal to 4% of (a) The Office Guru’s EBITDA plus (b) the accrued annual incentive bonus for Mr. Leide minus (c) any interest expense on debt related to new acquisitions.

Fiscal Year 2023

For 2023, Mr. Himelstein is eligible for an annual incentive bonus equal to 4% of (a) the Branded Product segment’s EBITDA plus (b) any expense from contingent liabilities minus (c) any income recognized from adjustments to contingent liabilities from acquisitions made by the Branded Products segment minus (d) any interest expense on debt related to new acquisitions plus (e) the accrued annual incentive bonus for Mr. Himelstein.

For 2023, Mr. Koosed is eligible for an annual incentive bonus based upon the sum of the Company’s EBITDA and accrued annual incentive bonuses for all group-level employees (such sum, “PTHI”), but subject to a minimum threshold below which no bonus is earned. The bonus is determined according to a tiered payout scale, ranging from a percentage of 1% of PTHI for the lowest tier to 3.7% of PTHI for the highest tier.

For 2023, Mr. Leide is eligible for an annual incentive bonus equal to 4% of (a) The Office Guru’s EBITDA plus (b) the accrued annual incentive bonus for Mr. Leide minus (c) any interest expense on debt related to new acquisitions.

The Company also, from time-to-time, awards discretionary annual bonuses to executives (and other employees). These bonuses are designed to further the Company’s compensation philosophy and objectives, including retaining and rewarding valuable employees. For the fiscal year 2022, the Company did not pay discretionary bonuses to any named executive officer other than Mr. Demott and Mr. Koempel. Discretionary bonuses are disclosed in the “Bonus” column in the Summary Compensation Table below.

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Long-Term Incentive Awards

Long-term incentive awards are an important component of the Company’s total compensation package. The Compensation Committee believes that equity-based compensation ensures that the Company’s named executive officers have a continuing stake in the long-term success of the Company. Accordingly, the Company’s named executive officers (and other employees) may participate in the 2013 incentive stock and awards plan (the “2013 Stock and Awards Plan” or the “2013 Plan”) and/or the 2022 equity incentive and awards plan (the “2022 Equity Incentive and Awards Plan” or the “2022 Plan”), each of which provides for grants of equity incentive awards, including stock options, performance shares, performance units, stock awards, stock appreciation rights (“SARs”), and other stock-based awards. Awards were eligible to be granted under the 2013 Plan until May 13, 2022. Awards are eligible to be granted under the 2022 Plan until May 13, 2032, unless the 2022 Plan is terminated prior to that date. The Compensation Committee approves all awards under the 2013 Plan and 2022 Plan and acts as the administrator of each of the 2013 Plan and 2022 Plan. In this proxy statement, we refer to the 2013 Plan and the 2022 Plan collectively as the “Incentive Plans.”

Award levels under the Incentive Plans for the chief executive officer and chief financial officer are determined based on general market data, the compensation practices of the compensation peer group, retention of these executives, fairness, fostering improved Company performance, and other considerations; award levels under the Incentive Plans for the other executives are determined based on retention of these executives, fairness, fostering improved Company performance, and other considerations. In general, stock options and SARs granted under the Incentive Plans vest immediately or over a two-year period, have a 5-year term, and have an exercise price equal to the fair market value of the Company’s common stock at closing on the date of grant (or 110% of the fair market value for 10%+ shareholders, as determined under the Internal Revenue Code). For restricted stock, the shares generally are held by the Company’s transfer agent until restrictions lapse. Participants generally are entitled to any dividends payable on their restricted stock and to vote their shares. Restricted stock cannot be sold or transferred until the shares vest. Should an executive officer leave the Company prior to the completion of the applicable vesting schedule, the unvested portion of the grant is forfeited, with certain exceptions.

The determination of whether equity compensation awards will be granted generally is made following the conclusion of the prior fiscal year because the awards are made (or not) based upon the Compensation Committee’s assessment of the Company’s overall performance for such period, as well as the committee’s assessment of the individual’s overall performance over the same time. This determination is generally made considering the totality of the circumstances and not necessarily on the basis of one or more specified performance metrics. The Compensation Committee also occasionally evaluates whether any grants should be awarded at other times of the year.

The Company also may award performance shares to certain executive officers. These grants are based on the employee’s satisfactory achievement of certain performance-based metrics.

Grants of stock and option awards made in 2022 appear in the “Stock awards” and “Option awards” column, respectively, for such year in the Summary Compensation Table below.

On February 3, 2023, Mr. M. Benstock was awarded 96,378 restricted shares of the Company’s common stock and Mr. M. Koempel was awarded 20,647 restricted shares of the Company’s common stock. These shares vest on February 3, 2026, provided the executive is still employed by the Company on that date. On February 3, 2023, stock option awards exercisable for the following number of shares were granted: Mr. M. Benstock: 8,305 shares; Mr. Koempel: 6,060 shares; Mr. Leide: 8,305 shares; Mr. Koosed: 8,305 shares; and Mr. Himelstein: 8,305 shares. In addition, on February 3, 2023, Mr. M. Benstock, Mr. Koempel, Mr. Leide, Mr. Koosed, and Mr. Himelstein were awarded SARs of 21,695, 13,940, 1,695, 11,695, and 1,695, respectively. Stock option awards and SARs vest on February 3, 2025 provided the executive is still employed by the Company on that date. These grants are not reflected in the Summary Compensation Table below as they occurred in 2023.

Broad-Based Benefits Programs

The named executive officers are entitled to participate in certain benefits programs that are available to all full-time employees. These benefits include health, dental, vision, disability and life insurance, paid vacation, and a Company-sponsored 401(k) plan. Certain executive officers also are eligible to participate in other benefits programs that are available to all full-time employees or that were available to certain full-time employees at the time the executive officer accrued the benefit, including a nonqualified deferred compensation plan. The Company may contribute and/or match participant contributions to the 401(k) plan or the deferred compensation plan. The Company’s 401(k) and/or nonqualified deferred compensation plans contain a discretionary company contribution element; certain named executive officers were eligible to receive a company contribution in 2022 and the amounts are included in the Summary Compensation Table. The Company provides for matching contributions by the Company for each plan participant in the 401(k) plan in an amount equal to 25% of the first 4% of the employee’s deferred compensation.

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Other Benefits Programs

Certain executive officers also are entitled to participate in benefits programs that are not available to all full-time employees. These benefits include a nonqualified and unfunded supplemental employee retirement plan and a supplemental medical plan.

Evaluation of Chief Executive Officer Compensation and Executive Performance

Compensation of Chief Executive Officer

The Compensation Committee meets first on its own and then with the other independent directors each year in executive session to evaluate the performance of the Company’s chief executive officer. A written summary of results and recommendations related to bonus compensation prepared by Company management is provided to the Compensation Committee in advance of the committee’s consideration of the chief executive officer’s compensation. The Compensation Committee does not confer with the chief executive officer or any other members of management when setting the chief executive officer’s base salary. The Compensation Committee also considers general market data, the pay practices of the compensation peer group, information provided by the independent compensation consultant (upon request by the committee), and the Company’s philosophy and objectives when setting the chief executive officer’s compensation, including, but not limited to, fairness, retention, and driving shareholder value. The Compensation Committee does not rely solely on predetermined formulas or a limited set of criteria when it evaluates the performance of the chief executive officer.

Compensation of Other Executive Officers

The chief executive officer meets with the Compensation Committee to review his compensation recommendations for the other executive officers. The chief executive officer describes the findings of his performance evaluations of all such persons and provides the basis of his recommendations to the Compensation Committee, including the scope of each person’s duties, oversight responsibilities, and individual objectives and goals against results achieved. In its analysis of the other executive officers, the Compensation Committee applies the same or similar considerations to this group as it applies when considering the chief executive officer’s base salary. The Compensation Committee does not rely solely on predetermined formulas or a limited set of criteria when it evaluates the performance of the executive officers. Certain executive officers have employment arrangements that specify certain compensation and/or formulas for determining compensation.

Administrative Policies and Practices

To evaluate and administer the compensation programs of the chief executive officer and other executive officers, the Compensation Committee meets periodically each year in conjunction with one or more regularly scheduled Board meetings. The Compensation Committee also holds special meetings and meets telephonically to discuss extraordinary items as necessary.

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Summary Compensation Table

The following table sets forth all compensation earned during fiscal years 2022, 2021, and 2020 by the named executive officers.

SUMMARY COMPENSATION TABLE

Name and |  | Salary | Bonus | Stock awards | Option awards | Non-equity incentive plan compensation | Change in pension value and nonqualified deferred compensation earnings | All other compensation | Total
principal position | Year | ($) | ($) (1) | ($) (2) | ($) (3) | ($) (4) | ($) (5) | ($) (6) | ($)
Michael Benstock | 2022 | 615,482 | - | 352,557 | 259,821 | - | - | 62,829 | 1,290,689
Chief Executive Officer | 2021 | 569,100 | - | 335,754 | - | 1,746,601 | 3,128,555 | 94,528 | 5,874,538
| 2020 | 483,735 | - | 335,748 | 239,314 | 4,923,536 | 323,743 | 99,161 | 6,405,237
Andrew D. Demott, Jr. | 2022 | 487,216 | 198,000 | - | - | - | - | 30,300 | 715,516
Chief Operating Officer and | 2021 | 450,500 | - | 114,871 | 252,198 | 981,208 | 1,786,669 | 31,060 | 3,616,506
Chief Financial Officer | 2020 | 379,592 | - | 109,239 | 121,956 | 2,765,950 | 518,526 | 32,487 | 3,927,750
Dominic Leide | 2022 | 264,895 | - | - | 57,634 | 786,554 | - | 34,172 | 1,143,255
President, The Office Gurus | 2021 | 251,311 | - | 954,262 | 56,492 | 428,026 | - | 25,769 | 1,715,860
| 2020 | 224,694 | - | - | 43,932 | 281,083 | 21,630 | 10,563 | 581,902
Philip Koosed | 2022 | 373,558 | - | - | 132,599 | 366,553 | - | 70,132 | 942,842
Chief Strategy Officer | 2021 | 143,077 | - | 2,365,274 | 56,492 | 936,921 | - | 52,651 | 3,554,415
| 2020 | 128,077 | - | - | 19,245 | 1,103,701 | - | 15,376 | 1,266,399
Jake Himelstein (7) | 2022 | 246,154 | - | - | 57,036 | 1,174,513 | - | 52,890 | 1,530,593
President, BAMKO, LLC | 2021 | 143,077 | - | 1,419,146 | 45,396 | 859,811 | - | 45,208 | 2,512,638
Michael Koempel (7) | 2022 | 234,962 | 100,000 | 119,988 | 9,561 | - | - | 5,415 | 469,925
Chief Financial Officer |  |  |  |  |  |  |  |  |

(1) Includes bonus compensation other than equity and non-equity incentive plan compensation.

(2) On February 4, 2022, Mr. M. Benstock and on May 31, 2022, Mr. Koempel were awarded 17,514 and 6,666 restricted shares, respectively, of the Company’s common stock. These shares were unvested as of December 31, 2022 and vest on February 4, 2025 and May 31, 2025, respectively, provided the executives are still employed by the Company on those dates. On February 5, 2021, Mr. M. Benstock and Mr. Demott were awarded 13,039 and 4,461 restricted shares, respectively, of the Company’s common stock. These shares were unvested as of December 31, 2022 and vest on February 5, 2024 provided the executives are still employed by the Company on that date. On February 7, 2020, Mr. M. Benstock and Mr. Demott were awarded 30,606 and 9,958 restricted shares, respectively, of the Company’s common stock. These shares were unvested as of December 31, 2022 and vested on February 7, 2023. On May 14, 2021, Mr. Leide was awarded 19,135 restricted shares of the Company’s common stock. These shares were unvested as of December 31, 2022 and vest on May 14, 2024 provided the executive is still employed by the Company on that date. In addition, on May 14, 2021, Mr. Leide was award 19,135 performance shares that vested on May 14, 2026 provided the executive is still employed by the Company on that date and the defined performance condition is met. On July 1, 2021, Mr. Koosed and Mr. Himelstein were awarded 51,419 and 30,851 restricted shares, respectively, of the Company’s common stock. These shares were unvested as of December 31, 2022 and 60% of the shares vest on July 1, 2024, 20% of the shares vest on July 1, 2025 and 20% of the shares vest on July 1, 2026 provided the executives are still employed by the Company on those dates. In addition, on July 1, 2021, Mr. Koosed and Mr. Himelstein were awarded 51,419 and 30,851 performance shares, respectively, that vest on December 31, 2026 provided the executives are still employed by the Company on that date and the defined performance conditions are met. The amounts reported represent the grant date fair value of the award measured in accordance with FASB ASC Topic 718. Refer to Note 13 – Share Based Compensation in the Notes to the Consolidated Financial Statements in the Annual Report on Form 10-K for the year ended December 31, 2022 for the relevant assumptions used to determine the valuation. The shares of restricted stock and performance shares are subject to accelerated vesting under the terms of the Incentive Plans and/or the award agreements, including upon a change of control.

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(3) The dollar amounts represent the fair value of the awards granted during each of the years presented in accordance with FASB ASC Topic 718. Refer to Note 13 – Share-Based Compensation in the Notes to the Consolidated Financial Statements included in the Annual Report on Form 10-K for the year ended December 31, 2022 for the relevant assumptions used to determine the valuation.

(4) The amounts in this column include (non-discretionary) incentive bonuses earned during the respective calendar year. These amounts are paid during February or March of the following year. See "Compensation Discussion and Analysis" and the Grants of Plan-Based Awards table for more information regarding the annual incentive bonus.

(5) The amounts reported reflect the aggregate change in the actuarial present value of each named executive officer's accumulated benefit under the defined benefit pension plans in which they participate. The change in pension value reflects changes in age, service and earnings. The Company did not pay above-market or preferential rates on any non-qualified deferred compensation. In 2021, the Company completed the termination of its two noncontributory qualified defined benefit pension plans.

(6) The Company provides the named executive officers with certain group, health, medical and other non-cash benefits generally available to all salaried employees and not included in this column pursuant to SEC guidance, because they do not discriminate in scope, terms or operation in favor of executive officers. The amounts shown in this column include the following for Mr. M. Benstock and Mr. Demott: matching contributions on 401(k) deferrals, insurance premiums for life insurance, insurance premiums for a supplemental medical plan, which is a fully insured hospital and medical expense reimbursement plan covering certain key management employees and their dependents and personal automobile use. In 2021 and 2020, the amounts for Mr. M. Benstock include personal use of a private airplane. In 2022, 2021 and 2020, the amounts also include country club dues for Mr. Demott. For Mr. Leide, Mr. Koosed, Mr. Himelstein and Mr. Koempel, the amounts represent matching contributions on 401(k) deferrals and/or discretionary 401(k) contributions and cash payments of dividends on unvested awards the Company’s common stock awarded under the Incentive Plans.

(7) Compensation data for Mr. Himelstein is not presented for periods prior to when he became a named executive officer, which was in 2021. Compensation data for Mr. Koempel is not presented for periods prior to when he became a named executive officer, which was in 2022.

Employment and Compensation Arrangements

The Company has not entered into employment agreements with any of the named executive officers, other than Mr. Leide, Mr. Himelstein and Mr. Koosed. The Company is subject to the terms and conditions of an offer letter with respect to Mr. Koempel.

Mr. Leide’s employment agreement with The Office Gurus, LLC (“TOG”) became effective July 1, 2021 and expires on December 31, 2026, unless sooner terminated in accordance with its terms. Under the agreement, Mr. Leide continues to be employed as President of TOG. His salary is initially approximately $265,000. His annual incentive bonus is determined as described under “—The Elements of Compensation—Annual Incentive Bonus__Components of the Annual Incentive Bonus for Messrs. Leide, Himelstein and Koosed” above, which description is incorporated by reference herein. In addition, Mr. Leide is eligible to participate in such other bonus plans as the Company may in its sole and absolute discretion offer to him. The employment agreement imposes non-compete, non-solicitation and confidentiality provisions on Mr. Leide.

Mr. Himelstein’s employment agreement with BAMKO, LLC (“BAMKO”) became effective July 1, 2021 and expires on December 31, 2026, unless sooner terminated in accordance with its terms. Under the agreement, Mr. Himelstein is employed as President of BAMKO. His salary beginning January 1, 2022 is initially approximately $250,000. Until then, Mr. Himelstein earned his prior salary. His annual incentive bonus is determined as described under “—The Elements of Compensation—Annual Incentive Bonus__Components of the Annual Incentive Bonus for Messrs. Leide, Himelstein and Koosed” above, which description is incorporated by reference herein. In addition, Mr. Himelstein is eligible to participate in such other bonus plans as the Company may in its sole and absolute discretion offer to him. The employment agreement imposes non-compete, non-solicitation and confidentiality provisions on Mr. Himelstein.

Mr. Koosed’s employment agreement with the Company, which replaced his prior employment agreement with BAMKO, LLC dated March 8, 2016, became effective July 1, 2021 and expires on December 31, 2026, unless sooner terminated in accordance with its terms. Under the agreement, Mr. Koosed will be employed as Chief Strategy Officer of the Company. His salary beginning January 1, 2022 is initially approximately $375,000. Until then, Mr. Koosed earned his prior salary. His annual incentive bonus is determined as described under “—The Elements of Compensation—Annual Incentive Bonus__Components of the Annual Incentive Bonus for Messrs. Leide, Himelstein and Koosed” above, which description is incorporated by reference herein. In addition, Mr. Koosed is eligible to participate in such other bonus plans as the Company may in its sole and absolute discretion offer to him. The employment agreement imposes non-compete, non-solicitation and confidentiality provisions on Mr. Koosed.

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Mr. Koempel’s offer letter provides for an annual salary of $410,000. The offer letter states that Mr. Koempel is eligible to earn (i) performance-based incentive compensation in accordance with Company policy and practice as further described below and (ii) options to purchase a number of shares of the Company’s common stock to be determined by the Compensation Committee, with a fair value of at least $125,000 for the first grant in February 2023. On the effective date of his employment, May 31, 2022 (the “Effective Date”), Mr. Koempel also received (i) a sign-on bonus of $100,000 (subject to repayment if Mr. Koempel does not remain continuously employed by the Company or its affiliates for three years from the Effective Date) and (ii) an award of 6,666 shares of the Company’s restricted stock pursuant to the Company’s 2022 Plan, which vest on the third anniversary of the Effective Date (subject to acceleration and other terms and conditions as set forth in the award agreement). Mr. Koempel’s annual incentive bonus starting in 2023 is determined as described under “—The Elements of Compensation—Annual Incentive Bonus—Components of the Annual Incentive Bonus Program” above, which description is incorporated by reference herein. In addition, Mr. Koempel is eligible to participate in health and welfare benefits generally available to employees of the Company, and his offer letter provides for reimbursement of up to $125,000 in relocation expenses. Finally, the offer letter provides that either party can terminate the relationship at any time with or without cause and with or without notice.

The descriptions of the provisions in the agreements relating to termination for cause, termination for good reason and termination upon a change in control are incorporated herein by reference to the section “Potential Payments Upon Termination or Change in Control” below.

Grants of Plan-Based Awards

The following table sets forth information regarding grants of plan-based awards for the named executive officers during fiscal year 2022.

GRANTS OF PLAN-BASED AWARDS

|  |  |  | Estimated future payouts under non-equity incentive plan awards (1) |  | Estimated future payouts under equity incentive plan awards (2) |  | All other stock awards: Number of shares of stock or |  | All other option awards: Number of shares of stock or units |  | Exercise or base price of option |  | Grant date fair value of stock and option |
|  | Grant |  | Threshold |  | Target |  | Maximum |  | Threshold |  | Target |  | Maximum |  | units |  | units |  | awards |  | awards |
Name |  | Date |  | ($) |  | ($) |  | ($) |  | (#) |  | (#) |  | (#) |  | (#) (2) |  | (#) |  | $/Sh) |  | ($) (3) |
Michael Benstock |  |  |  |  | 81,244 |  |  | 406,218 |  |  | - |  |  | - |  |  | - |  |  | - |  |  |  |  |  |  |  |  |  |  |  |  |
|  | 2/4/2022 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 17,514 |  |  | 30,000 |  |  | 20.13 |  |  | 587,768 |
|  | 12/2/2022 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | - |  |  | 6,994 |  |  | 9.95 |  |  | 24,611 |
Andrew D. Demott, Jr. |  |  |  |  | 45,798 |  |  | 228,992 |  |  | - |  |  | - |  |  | - |  |  | - |  |  |  |  |  |  |  |  |  |  |  |  |
|  | N/A |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | - |  |  | - |  |  | - |  |  | - |
Dominic Leide |  |  |  |  | 18,543 |  |  | 92,713 |  |  | - |  |  | - |  |  | - |  |  | - |  |  |  |  |  |  |  |  |  |  |  |  |
|  | 2/4/2022 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | - |  |  | 6,000 |  |  | 20.13 |  |  | 47,042 |
|  | 12/2/2022 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | - |  |  | 3,010 |  |  | 9.95 |  |  | 10,592 |
Philip Koosed |  |  |  |  | - |  |  | - |  |  | - |  |  | - |  |  | - |  |  | - |  |  |  |  |  |  |  |  |  |  |  |  |
|  | 2/4/2022 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | - |  |  | 15,000 |  |  | 20.13 |  |  | 117,605 |
|  | 12/2/2022 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | - |  |  | 4,261 |  |  | 9.95 |  |  | 14,994 |
Jake Himelstein |  |  |  |  | - |  |  | - |  |  | - |  |  | - |  |  | - |  |  | - |  |  |  |  |  |  |  |  |  |  |  |  |
|  | 2/4/2022 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | - |  |  | 6,000 |  |  | 20.13 |  |  | 47,042 |
|  | 12/2/2022 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | - |  |  | 2,840 |  |  | 9.95 |  |  | 9,994 |
Mike Koempel |  |  |  |  | 26,316 |  |  | 131,579 |  |  | - |  |  | - |  |  | - |  |  | - |  |  |  |  |  |  |  |  |  |  |  |  |
|  | 5/31/2022 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 6,666 |  |  | - |  |  | - |  |  | 119,988 |
|  | 12/2/2022 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | - |  |  | 2,717 |  |  | 9.95 |  |  | 9,561 |

(1) The amounts represent the potential threshold and target payouts under our annual incentive bonus program for 2022. There is no maximum payout. Actual payments are reflected in the Summary Compensation Table. For an explanation of how the payouts are calculated, see "Compensation Discussion and Analysis" and "Annual Incentive Bonus".

(2) On February 4, 2022, Mr. M. Benstock was awarded 17,514 restricted shares of the Company’s common stock. These shares were unvested as of December 31, 2022 and vest on February 4, 2025 provided the executive is still employed by the Company on that date. On May 31, 2022, Mr. M. Koempel was awarded 6,666 restricted shares of the Company’s common stock. These shares were unvested as of December 31, 2022 and vest on May 31, 2025 provided the executive is still employed by the Company on that date.

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(3) The amounts reported represent the grant date fair value of the awards measured in accordance with FASB ASC Topic 718. Refer to Note 13 – Share Based Compensation in the Notes to Consolidated Financial Statements in the Annual Report on Form 10-K for the year ended December 31, 2022 for the relevant assumptions used to determine the valuation.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information regarding the outstanding equity awards held by the named executive officers at December 31, 2022.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

|  | Option Awards |  | Stock Awards |
|  | Number of Securities Underlying Unexercised Options Exercisable |  | Number of Securities Underlying Unexercised Options Unexercisable |  | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options |  | Option Exercise Price |  | Option Expiration Date |  | Number of Shares or Units of Stock that have not Vested |  | Market Value of Shares or Units of Stock that have not Vested |  | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested |  | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not Vested |
Name |  | (#) (1) |  | (#) |  | (#) |  | ($) |  | (2) |  | (#) (3) |  | ($) |  | (#) (3) |  | ($) |
Michael Benstock |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 61,159 |  |  | 615,260 |  |  | - |  |  | - |
|  |  | 13,200 |  |  |  |  |  |  |  | 23.59 |  | 2/1/2023 |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  | 15,000 |  |  |  |  |  |  |  | 17.77 |  | 1/31/2024 |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  | 111,917 |  |  |  |  |  |  |  | 10.97 |  | 2/7/2025 |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  | 30,000 |  |  |  |  | 20.13 |  | 2/4/2027 |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  | 6,994 |  |  |  |  | 9.95 |  | 12/2/2027 |  |  |  |  |  |  |  |  |  |  |  |  |
Andrew D. Demott, Jr. |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 14,419 |  |  | 145,055 |  |  | - |  |  | - |
|  |  | 11,600 |  |  |  |  |  |  |  | 23.59 |  | 2/1/2023 |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  | 13,000 |  |  |  |  |  |  |  | 17.77 |  | 1/31/2024 |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  | 36,417 |  |  |  |  |  |  |  | 10.97 |  | 2/7/2025 |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  | 25,000 |  |  |  |  | 25.75 |  | 2/5/2026 |  |  |  |  |  |  |  |  |  |  |  |  |
Dominic Leide |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 19,135 |  |  | 192,498 |  |  | 19,135 |  |  | 192,498 |
|  |  | 7,200 |  |  |  |  |  |  |  | 23.59 |  | 2/1/2023 |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  | 8,500 |  |  |  |  |  |  |  | 17.77 |  | 1/31/2024 |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  | 9,000 |  |  |  |  |  |  |  | 10.97 |  | 2/7/2025 |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  | 10,186 |  |  |  |  |  |  |  | 8.48 |  | 5/12/2025 |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  | 5,600 |  |  |  |  | 25.75 |  | 2/5/2026 |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  | 6,000 |  |  |  |  | 20.13 |  | 2/4/2027 |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  | 3,010 |  |  |  |  | 9.95 |  | 12/2/2027 |  |  |  |  |  |  |  |  |  |  |  |  |
Philip Koosed |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 51,419 |  |  | 517,275 |  |  | 51,419 |  |  | 517,275 |
|  |  | 8,500 |  |  |  |  |  |  |  | 17.77 |  | 1/31/2024 |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  | 9,000 |  |  |  |  |  |  |  | 10.97 |  | 2/7/2025 |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  | 5,600 |  |  |  |  | 25.75 |  | 2/5/2026 |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  | 15,000 |  |  |  |  | 20.13 |  | 2/4/2027 |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  | 4,261 |  |  |  |  | 9.95 |  | 12/2/2027 |  |  |  |  |  |  |  |  |  |  |  |  |
Jake Himelstein |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 30,851 |  |  | 310,361 |  |  | 30,851 |  |  | 310,361 |
|  |  | 4,239 |  |  |  |  |  |  |  | 23.59 |  | 2/1/2023 |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  | 5,627 |  |  |  |  |  |  |  | 17.77 |  | 1/31/2024 |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  | 7,000 |  |  |  |  |  |  |  | 10.97 |  | 2/7/2025 |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  | 4,500 |  |  |  |  | 25.75 |  | 2/5/2026 |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  | 6,000 |  |  |  |  | 20.13 |  | 2/4/2027 |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  | 2,840 |  |  |  |  | 9.95 |  | 12/2/2027 |  |  |  |  |  |  |  |  |  |  |  |  |
Mike Koempel |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 6,666 |  |  | 67,060 |  |  | - |  |  | - |
|  |  |  |  |  | 2,717 |  |  |  |  | 9.95 |  | 12/2/2027 |  |  |  |  |  |  |  |  |  |  |  |  |

(1) Options and stock-settled stock appreciation rights granted prior to August 3, 2018 are exercisable immediately upon grant. Options and stock-settled stock appreciation rights granted thereafter generally vest two years after the grant date.

(2) The expiration date of each grant occurs five years after the date of the grant.

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(3) On February 4, 2022, Mr. M. Benstock was awarded 17,514 restricted shares of the Company’s common stock. These shares were unvested as of December 31, 2022 and vest on February 4, 2025 provided the executive is still employed by the Company on that date. On February 5, 2021, Mr. M. Benstock and Mr. Demott were awarded 13,039 and 4,461 restricted shares, respectively, of the Company’s common stock. These shares were unvested as of December 31, 2022 and vest on February 5, 2024 provided the executives are still employed by the Company on that date. On February 7, 2020, Mr. M. Benstock and Mr. Demott were awarded 30,606 and 9,958 restricted shares, respectively, of the Company’s common stock. These shares were unvested as of December 31, 2022 and vest on February 7, 2023 provided the executives are still employed by the Company on that date. On May 14, 2021, Mr. Leide was awarded 19,135 restricted shares of the Company’s common stock. These shares were unvested as of December 31, 2022 and vest on May 14, 2024 provided the executive is still employed by the Company on that date. In addition, on May 14, 2021, Mr. Leide was award 19,135 performance shares that vested on May 14, 2026 provided the executive is still employed by the Company on that date and the defined performance condition is met. On July 1, 2021, Mr. Koosed and Mr. Himelstein were awarded 51,419 and 30,851 restricted shares, respectively, of the Company’s common stock. These shares were unvested as of December 31, 2022 and 60% of the shares vest on July 1, 2024, 20% of the shares vest on July 1, 2025 and 20% of the shares vest on July 1, 2026 provided the executives are still employed by the Company on those dates. In addition, on July 1, 2021, Mr. Koosed and Mr. Himelstein were awarded 51,419 and 30,851 performance shares, respectively, that vest on December 31, 2026 provided the executives are still employed by the Company on that date and the defined performance conditions are met. On May 31, 2022, Mr. M. Koempel was awarded 6,666 restricted shares of the Company’s common stock. These shares were unvested as of December 31, 2022 and vest on May 31, 2025 provided the executive is still employed by the Company on that date.

The shares of restricted stock and performance shares are subject to accelerated vesting under the terms of the Incentive Plans and/or the terms of the award agreement, including upon a change of control.

(4) The option and SARs exercise periods for Mr. Demott have been extended through January 21, 2024 in connection with his retirement. The vesting date for the restricted shares of the Company’s common stock granted to Mr. Demott on February 5, 2021 has been changed so that those shares will vest upon his retirement, assuming all other conditions applicable to that grant are met.

Option Exercises and Stock Vested

The following table sets forth information regarding exercises of stock options and SARs and vesting of stock for the named executive officers during fiscal year 2022.

Option Exercises and Stock Vested

| Option awards | Stock awards
| Number of shares acquired on exercise | Value realized on exercise | Number of shares acquired on vesting | Value realized on vesting
Name | (#) | ($) (1) | (#) | ($) (2)
Michael Benstock | 16,500 | 46,530 | 23,354 | 462,176
Andrew D. Demott, Jr. | - | - | 7,034 | 139,203
Dominic Leide | 3,308 | 12,207 | - | -
Philip Koosed | - | - | - | -
Jake Himelstein | - | - | - | -
Mike Koempel | - | - | - | -

(1) The value realized is computed as the difference between the market value on the date of exercise and the exercise price times the number of options exercised.

(2) The value realized for vested awards was determined by multiplying the fair market value of our common stock (the market closing price of our common stock on the vesting date) by the number of shares or units that vested.

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Pension Benefits

The Company had previously sponsored two noncontributory qualified defined benefit pension plans, providing for normal retirement at age 65, covering all eligible employees (as defined in such plans). Effective June 30, 2013, the Company no longer accrued additional benefits for future service or for future increases in compensation levels for the Company’s primary defined benefit pension plan. Effective on December 31, 2014, the Company no longer accrued additional benefits for future service for the Company’s hourly defined benefit plan. During the year ended December 31, 2021, the Company completed the termination of its two noncontributory qualified defined benefit pension plans, which were fully funded. The Company settled its obligations under the plans by providing lump-sum payments of $14.3 million to eligible participants who elected to receive them and entering into an annuity purchase contract for the remaining liability of $3.1 million. Consequently, the Company recognized a settlement charge of $7.8 million during the year ended December 31, 2021, which represents the acceleration of deferred charges previously included within accumulated other comprehensive loss, the impact of remeasuring the plan assets and obligations at termination and additional benefits from asset surpluses paid and expected to be paid to plan participants. The pension plan terminations did not require a cash outlay by the Company. As of December 31, 2021, an asset surplus of $0.4 million remained undistributed in the pension plans that were terminated. Beginning in the year ended December 31, 2022, the defined benefit associated with these terminated plans is no longer reflected in the compensation tables in the proxy statement.

The Company also commenced, effective November 1, 1994, the Superior Uniform Group, Inc. Supplemental Pension Plan (the "Supplemental Plan") which is available to certain eligible employees of the Company, including certain executive officers. Retirement benefits available under the Supplemental Plan are based on the same provisions as under the qualified plan but ignore the salary limitations imposed by the Internal Revenue Service, which was $290,000 in 2021. The Supplemental Plan is not frozen.

The Supplemental Plan provides benefits based on years of service and earnings above and below the Covered Compensation Base (the wage bases on which maximum Social Security taxes are payable). The normal monthly retirement benefit is 17.5% of an employee's average monthly compensation during the highest paid five years of the ten years immediately preceding retirement up to his Covered Compensation Base plus 32.5% of such average monthly compensation in excess of his Covered Compensation Base, reduced in the event such employee has less than 25 years of service. No more than 25 years of service may be used in determining the benefit. An employee's compensation includes overtime pay, commissions, and any bonus received, and therefore includes executive officers’ compensation as described in the Salary and Bonus columns of the Summary Compensation Table shown above. There is no offset in retirement benefits for Social Security benefits or other retirement plans or statutory benefits.

The following table sets forth information regarding pension benefits for the named executive officers.

PENSION BENEFITS

|  | Number of years credited service | Present value of accumulated benefit | Payments during last fiscal year
Name | Plan name | (#) (1) | ($) (2) | ($)
Michael Benstock | Supplemental | 25.0 | 7,235,810 | -
Andrew D. Demott, Jr. | Supplemental | 24.5 | 3,533,298 | -
Dominic Leide | - | - | - | -
Philip Koosed | - | - | - | -
Jake Himelstein | - | - | - | -
Mike Koempel | - | - | - | -

(1) Mr. M. Benstock has served 42.9 years with the Company. However, the maximum number of years of service that can be credited under the supplemental plan is 25.

(2) Refer to Note 10 - Benefit Plans in the Notes to the Consolidated Financial Statements in the Annual Report on Form 10-K for the year ended December 31, 2022 for the relevant assumptions used to determine the valuation.

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Nonqualified Deferred Compensation

As of December 31, 2022, the Company had one nonqualified deferred compensation plan for which named executive officers and other Company employees are eligible. This plan permits eligible employees to contribute up to 95% of salary, incentive bonus, and/or commissions, if earned. The Company may make discretionary contributions to eligible plan participants’ accounts; one named executive officer, Mr. Leide, was eligible for a Company contribution in 2022. At the time of the deferral elections, the participant must select a distribution date and a form of payment. The distribution date may be a specific date, upon retirement, or upon separation of service. The form of payment may be lump sum, or 5, 10 or 15 annual installments. Each participant is an unsecured creditor for any benefit under the plan, as no fund has been created for plan benefits that are protected from creditor claims. Participants may choose among several investment measurement funds in which to participate, and participants may change their investment mix at any time. Participants earn a rate of return which tracks the investment return achieved under the participant-selected investment measurement funds. The funds and annual rates of return as of December 31, 2021 are listed below:

Fund Name |  | Returns (%) 1 Year
American Century VP Value I |  |  | 0.54 |
American Funds IS - New World Fnd - Class 2 |  |  | (22.10 | )
American Funds IS Capital Wld Gr & Inc 2 |  |  | (17.33 | )
BlackRock High Yield VI Fund - Class I |  |  | (10.34 | )
BNY Mellon Small Cap Stock Index Portfolio |  |  | (16.65 | )
DFA VA US Targeted Value |  |  | (4.21 | )
DFA VIT Inflation-Protected Secs Instl |  |  | (12.45 | )
Fidelity VIP Index 500 Init |  |  | (18.21 | )
Fidelity VIP Investment Grade Bond Initial |  |  | (12.96 | )
Goldman Sachs VIT Government MMkt Instl |  |  | 1.60 |
Invesco VI Sm Cap Equity I |  |  | (20.51 | )
JP Morgan Insurance Trust Mid Cap Value |  |  | (8.16 | )
PIMCO Dynamic Bond Instl |  |  | (6.22 | )
PIMCO VIT Total Return Admin & Instl |  |  | (14.30 | )
T.Rowe Price All-Cap Opportunities Port |  |  | (21.51 | )
Vanguard VIF Balanced |  |  | (14.30 | )
Vanguard VIF Equity Income |  |  | (0.66 | )
Vanguard VIF International |  |  | (30.12 | )
Vanguard VIF Mid-Cap Index |  |  | (18.82 | )
Vanguard VIF Small Co Gr |  |  | (25.35 | )
Virtus Duff & Phelps Real Estt Secs I |  |  | (25.90 | )

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The following table shows contributions to the named executive officers’ deferred compensation accounts for fiscal year 2022 and the aggregate amount of deferred compensation as of December 31, 2022.

NONQUALIFIED DEFERRED COMPENSATION

| Executive contributions in last FY | Registrant contributions in last FY | Aggregate earnings in last FY | Aggregate withdrawals/ distributions | Aggregate balance at last FYE
Name | ($) (1) | ($) (2) | ($) (3) | ($) | ($)
Michael Benstock | 652,069 | - | (467,407) | (189,818) | 2,270,004
Andrew D. Demott, Jr. | 126,121 | - | (97,561) | - | 657,775
Dominic Leide | 26,092 | - | (77,250) | - | 390,388
Philip Koosed | - | - | - | - | -
Jake Himelstein | - | - | - | - | -
Mike Koempel | - | - | - | - | -

(1) The amounts in the column are included in the “Salary” and “Non-equity incentive plan compensation” columns in the Summary Compensation Table.

(2) The amounts in the column are included in the “All other compensation” column in the Summary Compensation Table.

(3) The amounts in this column are not included in the Summary Compensation Table because they are not above-market or preferential earnings.

Potential Payments Upon Termination or Change in Control

Severance Protection Agreements with Mr. M. Benstock and Mr. Demott

The Company has a severance protection agreement with each of Mr. M. Benstock and Mr. Demott. The agreements are substantively identical to one another. Each of these agreements requires the Company to make severance payments and provide severance benefits to the executive if the executive’s employment is terminated within twenty-four (24) months following a “Change in Control”.

“Change in Control” under the Company’s severance protection agreements generally mean any of the following:

| ● | an acquisition of any voting securities of the Company by any person immediately after which such person has beneficial ownership of 20% or more of the combined voting power of the Company’s then outstanding voting securities;

| ● | the individuals who as of the date of the severance protection agreement are members of the Board of Directors cease to constitute at least two-thirds of the members of the board, provided that (i) if the election, or nomination for election by the Company’s common shareholders, of any new director was approved by a vote of at least two-thirds of the incumbent board, such new director shall be considered as a member of the incumbent board, and (ii) no individual shall be considered a member of the incumbent board if such individual initially assumed office as a result of either an actual or threatened election contest or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the board or as a result of any agreement intended to avoid or settle any election or proxy contest; or

| ● | approval by shareholders of the Company of:

| o | a merger, consolidation or reorganization involving the Company, unless such transaction is a “Non-Control Transaction,” which means a merger, consolidation or reorganization of the Company where:

| ■ | the shareholders of the Company, immediately before such merger, consolidation or reorganization, own immediately following such transaction at least two-thirds of the combined voting power of the outstanding voting securities of the corporation resulting from such transaction;

| ■ | the individuals who were members of the incumbent board immediately prior to the execution of the agreement providing for such transaction constitute at least two-thirds of the members of the Board of Directors of the surviving corporation; and

| ■ | no person other than (i) the Company, (ii) any subsidiary of the Company, (iii) any employee benefit plan maintained by the Company, the surviving corporation or any subsidiary, or (iv) any person who, immediately prior to such merger, consolidation or reorganization, had beneficial ownership of 20% or more of the then outstanding voting securities has beneficial ownership of 20% or more of the combined voting power of the surviving corporation’s then outstanding voting securities;

| o | a complete liquidation or dissolution of the Company; or

| o | an agreement for the sale lease, transfer, conveyance or other disposition of all or substantially all of the assets of the Company to any person (other than a transfer to a subsidiary).

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For these purposes, a termination of employment by the Company is generally:

| ● | for “Cause” if the executive has been convicted of a felony or if the termination is evidenced by a resolution adopted in good faith by two-thirds of the Company’s board that the executive (i) intentionally and continually failed substantially to perform his or her reasonably assigned duties for a period of at least 30 days after a written notice of demand for substantial performance has been delivered to the executive; or (ii) intentionally engaged in illegal conduct or gross misconduct which results in material economic harm to the Company; and

| ● | for “Disability” if the executive experiences a physical or mental infirmity which impairs the executive’s ability to substantially perform his duties with the Company for a period of one-hundred-eighty (180) consecutive days.

For these purposes, “Good Reason” generally means the occurrence of any one or more of the following events or conditions, without the executive’s consent, after a Change in Control:

| ● | the assignment to the executive of any duties inconsistent with the executive’s position, authority, duties or responsibilities;

| ● | a reduction by the Company of the executive’s base salary or an adverse change in the eligibility requirements or performance criteria under any bonus, incentive or compensation plan, program or arrangement which materially adversely affects the executive;

| ● | any failure to pay the executive any compensation, payment or benefits to which the executive is entitled within five days of the date due;

| ● | the Company’s requiring the executive to be based anywhere other than within 25 miles of the executive’s job location, except for reasonably required travel;

| ● | the failure by the Company to continue in effect any pension, bonus, incentive, stock ownership, purchase, option, life insurance, health, accident, disability, or any other employee benefit plan, program or arrangement, in which the executive participates, or the taking of any action by the Company that would adversely affect the executive’s participation or materially reduce the executive’s benefits under any of such plans, without a substantially equivalent replacement;

| ● | the failure of the Company to secure a successor’s written agreement to perform the agreement; or

| ● | approval by the Company’s shareholders of a complete liquidation or dissolution of the Company that does not adequately provide the funds needed to perform the agreement.

As required by Section 409A of the Internal Revenue Code, the named executive officers’ agreements may be modified to be in compliance with payment timing and other relevant requirements.

Under these severance protection agreements, if, during the twenty-four (24) months following a “Change in Control,” the executive terminates employment for “Good Reason” or for any reason during the 45-day period commencing 180 days after the occurrence of the Change in Control or if the Company terminates his employment other than for Cause, death or disability, then the executive will be entitled to receive the following payments, benefits and rights:

| (i) | payment of all amounts earned or accrued through the date of termination, including, base salary, reimbursement for reasonable and necessary expenses incurred on behalf of the Company, vacation pay, bonuses and incentive compensation, and all other amounts that the executive is entitled to under any compensation plan of the Company;

| (ii) | payment of a bonus which is calculated pro-rata based on the number of calendar days the executive was employed during the calendar year of his termination;

| (iii) | payment of an amount equal to two years of base salary and two years of annual bonus

| (iv) | for a period of two years, continuation on behalf of the executive, his dependents and beneficiaries of life insurance, short-term disability, medical, dental and hospitalization benefits;

| (v) | payment of the excess retirement benefit the executive would have received had he remained employed for two additional years; and

| (vi) | all of the executive’s outstanding incentive awards shall become fully vested and, if applicable, fully exercisable.

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Alternatively, if during the twenty-four (24) months following a “Change in Control”, the executive’s employment is terminated by the Company for Cause, death or disability, or by the executive for other than Good Reason or other than during the 45 day period commencing 180 days after the occurrence of a Change in Control, then the executive will be entitled to receive:

| (i) | payment of all amounts earned or accrued through the date of termination, including, base salary, reimbursement for reasonable and necessary expenses incurred on behalf of the Company, vacation pay, bonuses and incentive compensation, and all other amounts that the executive is entitled to under any compensation plan of the Company; or

| (ii) | if such termination is by the Company due to the executive’s death or disability, payment of a bonus which is calculated pro-rata based on the number of calendar days the executive was employed during the calendar year of his termination.

The severance protection agreements also provide that if any payment or benefit to which an executive is entitled pursuant to the agreement gives rise to excise tax liability for, under Section 4999 of the IRC, a tax gross-up will be provided to executive by the Company so that the executive will receive the same after-tax payment as would have been the case if such payment or benefit were not subject to such excise tax.

Employment Agreements with Mr. Leide, Mr. Himelstein and Mr. Koosed

Each of Mr. Leide, Mr. Himelstein and Mr. Koosed entered into employment agreements with the Company effective July 1, 2021, which expire December 31, 2026 unless sooner terminated in accordance with their respective terms.

All employment agreements contain substantially similar provisions on severance. If the employee is terminated without cause within 12 months after the completion of a Change in Control, or if the employee is terminated without cause or resigns with Good Reason, during the term of the agreement, the employee is entitled to an amount equal to (a) 2 times his highest annual compensation, as determined by the sum of the employee’s single highest base salary during the preceding three-year period and the average of the annual cash bonuses paid or payable to the employee that were calculated based on the results of the 3 full fiscal years ended immediately before his termination of employment (regardless of when paid), or, if greater, the 3 full fiscal years ended immediately prior to a Change in Control (or, if applicable, such lesser period for which cash annual bonuses were paid or payable to him), (b) accrued but unpaid base salary and bonus, (c) incurred but not reimbursed expenses, and (d) nonforfeitable benefits already earned and payable. The employee’s right to receive certain of these items is contingent upon him fulfilling certain post-termination obligations.

All employment agreements define “Good Reason” as:

| ● | a material, adverse reduction in the employee’s authority, duties, or responsibilities (other than temporarily while he is physically or mentally incapacitated or as required by applicable law);

| ● | the employee being required by the employer to reside in a location not of his choosing; or

| ● | employer’s uncured breach of a material provision of the employment agreement. Cause has a customary definition in all employment agreements, including for gross negligence, willful misconduct, continued failure to substantially perform his employment duties, material breach of the employment agreement, and certain crimes or other acts or omissions.

Subject to certain exceptions specified in the agreements, a “Change in Control” means that any of the following occurs:

| ● | the Company sells all or substantially all of its assets to an entity that is not an affiliate (in a transaction requiring shareholder approval);

| ● | any person or group of persons within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, other than the Company’s affiliates, becomes the beneficial owner, directly or indirectly, of more than 50% of the Company’s equity securities or outstanding voting stock (whether by way of purchase of stock or other equity securities, merger or otherwise); or

| ● | any transaction that qualified as a liquidation, dissolution, or winding up of the Company.

The Compensation Committee has determined that the foregoing severance and change in control benefits are an important part of a competitive overall compensation arrangement for these named executive officers, are consistent with the objective of attracting, motivating and retaining highly talented executives and are important as a recruitment and retention device. The Compensation Committee also has concluded that change in control benefits help to secure the continued employment and dedication of these named executive officers, mitigate concern that they might have regarding their continued employment prior to or following a change in control and encourage independence and objectivity when considering possible transactions that may be in the best interests of the Company’s shareholders but may possibly result in the termination of their employment.

The Compensation Committee has determined that the payment or provision of the foregoing severance and change in control benefits is consistent with competitive practices for positions at the level of these named executive officers. The potential amount of such benefits that an executive may receive in the event of a change in control did not influence the Compensation Committee’s decisions regarding other compensation elements due to the fact that a change in control may never occur during the named executive officer’s term of employment.

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The following table sets forth the amount each named executive officer would be due under a change in control if the executive’s employment had been terminated as of December 31, 2022 other than by the Company for cause or disability or death. The amounts payable for cause include only accrued compensation (column accompanying footnote (1) below). The amounts for death or disability include only accrued compensation (column accompanying footnote (1) below) and pro-rata bonus (column accompanying footnote (2) below).

Potential Payments Upon Change in Control

| Accrued Compensation | Pro-Rata Bonus | Cash Severance | Health and Welfare Benefits | Cash Retirement Benefits | Equity Awards
Name | ($) (1) | ($) (2) | ($) (3) | ($) (4) | ($) (5) | ($) (6)
Michael Benstock | - | - | 5,677,722 | 53,265 | 2,649,536 | 685,619
Andrew D. Demott, Jr. | 198,000 | - | 3,604,537 | 38,731 | 1,336,558 | 145,055
Dominic Leide | 786,554 | - | 2,236,563 | - | - | 253,258
Philip Koosed | 366,553 | - | 3,051,887 | - | - | 637,732
Jake Himelstein | 1,174,513 | - | 3,571,776 | - | - | 362,209
Mike Koempel | 100,000 | - | 569,924 | - | - | 94,393

(1) Amount includes all amounts earned or accrued though the termination date, including bonuses and incentive compensation (other than pro-rata bonus). There is no accrued salary or accrued vacation as of December 31, 2022 or any other amounts under any compensation plan.

(2) There is no pro-rata bonus as of December 31, 2022 as bonuses are earned on a calendar year basis. Bonuses earned for fiscal year 2022 are included in accrued compensation.

(3) For Mr. M. Benstock and Mr. Demott, the amount is equal to two times the sum of base salary plus bonus amount. For Mr. Leide, Mr. Koosed, Mr. Himelstein and Mr. Koempel, the amount is equal to the greater of two times the single highest base salary during the preceding three-year period plus bonus amount or the annual compensation payable during the three full fiscal years before the termination date, with the exception of Mr. Koempel who was hired in 2022 and whose cash severance benefit would be equal to two-years of 2022 salary plus bonus amount received in 2022. Unless otherwise specified above, the bonus amount is the average of the annual cash bonuses paid or payable during the three full years before the termination date.

(4) For a period of two years, continuation on behalf of the executive, his dependents and beneficiaries the life insurance, short-term disability, medical, dental and hospitalization benefits. The amounts represent the Company’s portion of the benefit cost.

(5) The amount represents a cash payment of the excess retirement benefit the executive would have received had he remained employed for two additional years.

(6) Amounts represent the value of accelerated vesting of outstanding stock awards. In the event of a change in control, the outstanding unvested stock awards will vest in accordance with the relevant Incentive Plan and/or award agreement. The stock price as of December 31, 2022 was lower than the exercise price of options or stock appreciation rights granted during the fiscal year 2021 and higher than the exercise price of options or stock appreciation rights granted during the fiscal year 2022.

Pay Ratio Disclosure

In August 2015, pursuant to a mandate of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd – Frank Act”), the Securities and Exchange Commission (“SEC”) adopted a rule requiring annual disclosure of the ratio of the median employee’s annual total compensation to the total annual compensation of the principal executive officer (‟PEO”). The Company’s PEO is Michael Benstock, our chief executive officer.

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To determine the median employee, we reviewed a list of all employees of the Company and its subsidiaries as of December 31, 2022 and examined total cash compensation actually paid to each such employee during 2022. We believe that the use of total cash compensation for all employees is a consistently applied compensation measure because we do not widely grant annual equity awards to employees. Cash compensation was annualized for full- and part-time employees as of December 31, 2022 who were not employed for the full year. Conversion of foreign currency to U.S. dollars was performed by using the average of the monthly average exchange rates for the year as stated in generally-available published websites. The median employee was then selected from the list. The median employee’s annual total compensation will be an average of two people’s annual total compensation if we have an even number of employees.

After identifying the median employee using total cash compensation, we calculated the annual total compensation for such employee using the same methodology we use for our named executive officers as set forth in the 2022 Summary Compensation Table in this proxy statement. The ratio of the annual total compensation of the Company’s PEO to the median annual total compensation of all Company employees (excluding the PEO) is as follows:

Annual total compensation of our median employee |  | $ | 9,090 |
Annual total compensation of Michael Benstock, our PEO |  | $ | 1,290,689 |
Ratio of Michael Benstock’s annual total compensation to the median employee’s annual total compensation |  |  | 142 to 1 |

As of December 31, 2022, the Company and its subsidiaries employed approximately 6,800 persons, of which approximately 5,900 were based outside of the United States of America and approximately 900 were based inside the United States of America. Using the same method of determining the median employee disclosed above, but limiting the employee pool to only U.S.-based employees, the ratio of the annual total compensation of the Company’s PEO to the median annual total compensation of all U.S.-based employees (excluding the PEO) is as follows:

Annual total compensation of our median U.S.-based employee |  | $ | 42,916 |
Annual total compensation of Michael Benstock, our PEO |  | $ | 1,290,689 |
Ratio of Michael Benstock’s annual total compensation to the median U.S.-based employee’s annual total compensation |  |  | 30 to 1 |

Director Compensation

The Compensation Committee reviews on an annual basis the compensation of directors for service on the Board and recommends changes to such compensation to the Board, which makes the ultimate decision on director compensation. In recommending Director compensation, the Compensation Committee may take into account general market data, including that provided by its compensation consultant.

Directors who are employees of the Company receive no extra compensation for their services as Directors. Commencing as of February 7, 2014, each non-employee Director received up to $2,000 per Board of Directors meeting attended. However, from March 2020 through May 2021, each non-employee Director received a 50% Board meeting fee reduction, resulting in each non-employee Director receiving up to $1,000 per Board of Directors meeting attended during that time period.

Each non-employee Director receives grants of 2,750 stock options per year. In addition, each non-employee Director receives the following per year in restricted common stock of the Company which vests three years after date of grant: Mr. Kirschner - $89,938 and Ms. Hensley, Mr. Mellini, Mr. Siegel, and Ms. Fields - $72,550.

Commencing as of February 7, 2014, each non-employee Director also received an annual retainer (paid in quarterly installments) as follows: Sidney Kirschner - $31,000; Robin Hensley - $19,000; Paul Mellini - $18,000; Todd Siegel - $16,000; and Venita Fields - $13,000. During 2020, each non-employee Director began receiving a 50% reduced retainer, resulting in each non-employee Director receiving annualized retainers (paid in quarterly installments) as follows: Sidney Kirschner – $15,550; Robin Hensley - $9,500; Paul Mellini - $9,000; Todd Siegel - $8,000; and Venita Fields - $6,500. Commencing as of May 14, 2021, the 50% reduced retainer was ended and, additionally, each non-employee Director received a $13,500 increase in their annual retainers, resulting in each non-employee director receiving annualized retainers (paid in quarterly installments) as follows: Sidney Kirschner - $44,500; Robin Hensley - $32,500; Paul Mellini - $31,500; Todd Siegel - $29,500; and Venita Fields - $26,500. Commencing as of November 4, 2022, each non-employee Director received an increase of $3,000 in their annual retainers, resulting in each non-employee Director now receiving annualized retainers (paid in quarterly installments) as follows: Sidney Kirschner - $47,500; Robin Hensley - $35,500; Paul Mellini - $34,500; Todd Siegel - $32,500; and Venita Fields - $29,500. The retainers reflect service as a committee chair.

In addition, members of the Audit Committee received $500 per committee meeting attended, members of the Compensation Committee received $250 per committee meeting attended, members of the Corporate Governance, Nominating & Ethics Committee received $250 per committee meeting attended, and members of the Capital Committee received $250 per committee meeting attended. During 2020, committee members began receiving a 50% reduced committee meeting fee, resulting in the committee members receiving the following fees per meeting attended: Audit Committee receives $250; Compensation Committee receives $125; Corporate Governance, Nominating & Ethics Committee receives $125; and Capital Committee receives $125. In 2021, the 50% reduced committee fee was ended resulting in the committee members now receiving the following fees per meeting attended: members of the Audit Committee - $500 per committee meeting attended; members of the Compensation Committee - $250 per committee meeting attended; members of the Corporate Governance, Nominating & Ethics Committee - $250 per committee meeting attended; and members of the Capital Committee received $250 per committee meeting attended.

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Non-employee Directors are entitled to reimbursement for expenses incurred in connection with their attendance at Board of Directors meetings and committee meetings. In addition, non-employee Directors were eligible during a portion of 2022 to receive additional stock option grants pursuant to our 2013 Incentive Stock and Awards Plan and are eligible to receive additional stock option grants pursuant to our 2022 Equity and Awards Incentive Plan.

The following table sets forth information regarding the compensation received by each of the Company's directors during the year ended December 31, 2022, except for Mr. M. Benstock and Mr. Demott, whose compensation is set forth in the Summary Compensation Table above.

DIRECTOR COMPENSATION

| Fees Earned or | Stock | Option | All Other |
| Paid in Cash | Awards | Awards | Compensation | Total
Name | ($) | ($) (1) | ($) (2) | ($) | ($)
Sidney Kirschner | 65,000 | 89,933 | 16,636 | - | 171,568
Robin Hensley | 45,500 | 72,545 | 16,636 | - | 134,680
Paul Mellini | 50,917 | 72,545 | 16,636 | - | 140,097
Todd Siegel | 46,417 | 72,545 | 16,636 | - | 135,597
Venita Fields | 39,250 | 72,545 | 16,636 | - | 128,430

(1) On November 4, 2022 the Board of Directors approved a restricted stock grant under the terms of the 2022 Stock and Awards Plan to the five independent members of the Board of Directors. Mr. Kirschner received 8,565 shares, and Ms. Hensley, Mr. Mellini, Mr. Siegel, and Ms. Fields each received 6,909 shares. The fair value on the date of grant was $10.50 per share. These shares are unvested and will vest if the directors are still serving on the Company’s Board of Directors on November 4, 2025. The shares are subject to accelerated vesting under certain circumstances as outlined in the 2022 Stock and Awards Plan.

(2) Stock options for our non-employee Directors are granted annually. On May 13, 2022, each of the non-employee Directors was awarded 2,750 options that vest two years from the date of grant. The options were granted with an exercise price of $16.18 per share. The amount shown in this column is the grant date fair value computed in accordance with FASB ASC Topic 718. Refer to Note 13 – Share-Based Compensation in the Notes to Consolidated Financial Statements included in the Annual Report on Form 10-K for the year ended December 31, 2022 for the relevant assumptions used to determine the valuation of our option awards. All such awards are granted with an exercise price equal to the closing price of the common stock on the date of grant as reported on NASDAQ and expire ten years after the date of grant. As of December 31, 2022, Mr. Kirschner had 40,441 options outstanding. Of such options, 34,941 are exercisable, 2,750 vests on May 14, 2023 and 2,750 vests on May 13, 2024. As of December 31, 2022, Ms. Hensley had 25,028 options outstanding. Of such options, 19,528 are exercisable, 2,750 vests on May 14, 2023 and 2,750 vests on May 13, 2024. As of December 31, 2022, Mr. Mellini had 32,129 options outstanding. Of such options, 26,629 are exercisable, 2,750 vests on May 14, 2023 and 2,750 vests on May 13, 2024. As of December 31, 2022, Mr. Siegel had 31,675 options outstanding. Of such options, 26,175 are exercisable, 2,750 vests on May 14, 2023 and 2,750 vests on May 13, 2024. As of December 31, 2022, Ms. Fields had 13,423 options outstanding. Of such options, 7,923 are exercisable, 2,750 vests on May 14, 2023 and 2,750 vests on May 13, 2024.

COMPENSATION COMMITTEE REPORT1

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis included in this proxy statement and, based on such review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

BY: Paul Mellini and Todd Siegel

1 The material in this report is not “soliciting material” and is not deemed “filed” with the SEC and is not to be incorporated by reference in any of our filings under the Securities Act of 1933, as amended, or the 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.

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PAY VERSUS PERFORMANCE2

This section is included to respond to Item 402(v) of Regulation S-K. For a more comprehensive analysis of the compensation of our named executive officers, please see our Compensation Disclosure & Analysis. In the table and footnotes below, “PEO” refers to our principal executive officer, Michael Benstock.

(a) |  | (b) |  |  | (c) |  |  | (d) |  |  | (e) |  |  | (f) |  |  | (g) |
Year |  | Summary compensation table (SCT) total for PEO ($) (1) |  |  | Compensation actually paid to PEO ($) (2) |  |  | Average summary compensation table total for non- PEO NEOs ($) (1) |  |  | Average compensation actually paid to non- PEO NEOs ($) (2) |  |  | Value of initial fixed $100 investment based on Total shareholder return ($) (3) |  |  | Net income (loss) ($) (in thousands)(4) |
2022 |  |  | 1,290,689 |  |  |  | 351,852 |  |  |  | 940,426 |  |  |  | 458,722 |  |  |  | 46 |  |  |  | (31,970 | )
2021 |  |  | 5,874,538 |  |  |  | 2,582,881 |  |  |  | 2,849,855 |  |  |  | 4,951,407 |  |  |  | 96 |  |  |  | 29,440 |

(1) Reflects compensation amounts reported in the Summary Compensation Table for our chief executive officer, Michael Benstock, and collectively for our non-PEO named executive officers for the respective years shown. The following non-PEO named executive officers are included in the average figures shown:

2022: M. Koempel, A. Demott, P. Koosed, D. Leide and J. Himelstein; and

2021: A. Demott, P. Koosed, D. Leide and J. Himelstein.

(2) Reflects compensation actually paid to our PEO and average compensation actually paid to our non-PEO named executive officers in 2022 and 2021, consisting of the respective amounts set forth in columns (b) and (d) of the table above, adjusted as set forth in the following tables, as determined in accordance with SEC rules. For information regarding the decisions made by our Compensation Committee with regard to the named executive officers’ compensation for each fiscal year, please see the Compensation Discussion and Analysis sections of this proxy statement reporting pay for the fiscal years covered in the table above.

PEO |  |  |  |  |  |  |  |
Year |  | 2022 |  |  | 2021 |
Summary Compensation Table (SCT) Total Compensation |  | $ | 1,290,689 |  |  | $ | 5,874,538 |
Deduct: Amounts Reported under the "Stock Awards" Column in the SCT |  |  | (352,557 | ) |  |  | (335,754 | )
Deduct: Amounts Reported under the "Option Awards" Column in the SCT |  |  | (259,821 | ) |  |  | - |
Deduct: Change in pension value and nonqualified deferred compensation earnings |  |  | - |  |  |  | (3,128,555 | )
Add: Fair Value of Awards Granted during the year that Remain Unvested as of Year-end |  |  | 307,889 |  |  |  | 286,076 |
Change in Fair Value from Prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding & Unvested as of Year-end |  |  | (518,503 | ) |  |  | (131,068 | )
Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year |  |  | (115,845 | ) |  |  | 17,644 |
Compensation Actually Paid |  | $ | 351,852 |  |  | $ | 2,582,881 |

Equity Valuations: Stock option grant date fair values are calculated based on the Black-Scholes option pricing model as of date of grant. Adjustments have been made using stock option fair values as of each measurement date using the stock price as of the measurement date and updated assumptions (i.e., term, volatility, dividend yield, risk free rates) as of the measurement date. Time-vested restricted stock award grant date fair values are calculated using the stock price as of date of grant. Adjustments have been made using the stock price as of year-end and as of each date of vest.

2 The disclosure in this section is not to be incorporated by reference in any of our filings under the Securities Act of 1933, as amended, or the 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.

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Non-PEO NEOs |  |  |  |  |  |  |  |
Year |  | 2022 |  |  | 2021 |
|  | Average |  |  | Average |
|  | See Column (d) note above |  |  | See Column (d) note above |
Summary Compensation Table (SCT) Total Compensation |  | $ | 940,426 |  |  | $ | 2,849,855 |
Deduct: Amounts Reported under the "Stock Awards" Column in the SCT |  |  | 24,000 |  |  |  | 1,213,388 |
Deduct: Amounts Reported under the "Option Awards" Column in the SCT |  |  | 51,366 |  |  |  | 102,645 |
Deduct: Change in pension value and nonqualified deferred compensation earnings |  |  | - |  |  |  | (446,667 | )
Add: Fair Value of Awards Granted during the year that Remain Unvested as of Year-end |  |  | 41,770 |  |  |  | 1,223,979 |
Change in Fair Value from Prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding & Unvested as of Year-end |  |  | (587,872 | ) |  |  | (14,115 | )
Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year |  |  | (10,968 | ) |  |  | 22,322 |
Compensation Actually Paid |  | $ | 458,722 |  |  | $ | 4,951,407 |

Equity Valuations: Stock option grant date fair values are calculated based on the Black-Scholes option pricing model as of date of grant. Adjustments have been made using stock option fair values as of each measurement date using the stock price as of the measurement date and updated assumptions (i.e., term, volatility, dividend yield, risk free rates) as of the measurement date. Performance-based share unit grant date fair values are calculated using the stock price as of date of grant assuming target performance. Adjustments have been made using the stock price and performance accrual modifier as of year-end. Time-based restricted stock award grant date fair values are calculated using the stock price as of date of grant. Adjustments have been made using the stock price as of year-end and as of each date of vest.

(3) For the relevant fiscal year, represents the cumulative total shareholder return (TSR) of the Company for the measurement periods ending on December 31 of each of 2022 and 2021, respectively.

(4) Reflects “Net Income (loss)” in the Company’s Consolidated Statements of Comprehensive Income (Loss) included in the Company’s Annual Reports on Form 10-K for each of the years ended December 31, 2022 and 2021, respectively.

The Company believes that the compensation shown in columns (b)-(e) for each of 2022 and 2021 is appropriate given the Company’s achieved TSR (column (f)) and Net Income (Loss) (column (g)) for each of those years, respectively. The Company also believes that the change in compensation between 2022 and 2021 is indicative of the change in the Company’s achieved TSR and Net Income (Loss) between those years. The PEO’s total compensation shown in the Summary Compensation Table for 2022 was approximately 22.0% of the amount for 2021, and his compensation actually paid in 2022 was approximately 13.6% of the amount in 2021. For the non-PEO named executive officers, the average total compensation shown in the Summary Compensation Table for 2022 was approximately 33.0% of the amount for 2021, and compensation actually paid in 2022 was approximately 9.3% of the amount in 2021. This compares to a TSR in 2022 that was approximately 47.9% of the TSR in 2021, and a net income (loss) amount that changed from $29.4 million in 2021 to ($32.0) million in 2022. Please refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 for a comprehensive discussion of, including the reasons for, the Company’s financial results for fiscal year 2022.

SECURITY OWNERSHIP OF MANAGEMENT AND OTHERS

The following table sets forth, as of the Record Date (except as noted), information regarding the beneficial ownership of the Company’s common stock by (i) each person known to the Company to be the beneficial owner of more than 5% of the Company’s common stock, (ii) each Director, (iii) each nominee for election as a Director, (iv) each named executive officer, and (v) all Directors and executive officers as a group.

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Except as set forth below, percentage ownership is based on 16,498,312 shares of the Company’s common stock issued and outstanding as of the Record Date. Shares issuable upon exercise of options and SARs within 60 days after the Record Date are deemed to be outstanding for the purpose of computing the percentage ownership and overall voting power of each person deemed to beneficially own such securities, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. All share and per share information in the footnotes to the table has been adjusted to give retroactive effect to the 2-for-1 stock split effective on February 4, 2015.

SECURITY OWNERSHIP |
Name and Address | Amount and Nature of |  |  | Percent of |
of Beneficial Owner | Beneficial Ownership (1) |  |  | Class |
BENSTOCK-SUPERIOR LTD. | 2,782,088 |  | (2) | 16.9 | %
P.O. Box 4002 |  |  |  |  |
Seminole, Florida 33775-0002 |  |  |  |  |
DIMENSIONAL FUND ADVISORS, LP | 977,954 |  | (3) | 5.9 | %
6300 Bee Cave Road |  |  |  |  |
Austin, TX 78746 |  |  |  |  |
MICHAEL BENSTOCK | 976,877 |  | (6)(7)(8)(9)(10)(11)(12) | 5.9 | %
P.O. Box 4002 |  |  |  |  |
Seminole, Florida 33775-0002 |  |  |  |  |
FIRST WILSHIRE SECURITIES MANAGEMENT, INC. | 862,586 |  | (4) | 5.2 | %
1214 East Green Street, Suite 104 |  |  |  |  |
Pasadena, California 91106 |  |  |  |  |
MOCHELLE A. STETTNER | 848,360 |  | (5) | 5.1 | %
2331 Lehigh Parkway N. |  |  |  |  |
Allentown, PA 18130 |  |  |  |  |
ANDREW D. DEMOTT, JR. | 276,549 |  | (6)(9)(10) | 1.7 | %
P.O. Box 4002 |  |  |  |  |
Seminole, Florida 33775-0002 |  |  |  |  |
PAUL MELLINI | 113,294 |  | (6)(13)(14)(15) | * |
P.O. Box 4002 |  |  |  |  |
Seminole, Florida 33775-0002 |  |  |  |  |
DOMINIC LEIDE | 104,212 |  | (6)(16) | * |
P.O. Box 4002 |  |  |  |  |
Seminole, Florida 33775-0002 |  |  |  |  |
TODD SIEGEL | 74,801 |  | a(6)(13)(14)(15) | * |
P.O. Box 4002 |  |  |  |  |
Seminole, Florida 33775-0002 |  |  |  |  |
PHILIP KOOSED | 74,519 |  | (6)(17) | * |
P.O. Box 4002 |  |  |  |  |
Seminole, Florida 33775-0002 |  |  |  |  |
ROBIN HENSLEY | 65,034 |  | (6)(13)(14)(15) | * |
P.O. Box 4002 |  |  |  |  |
Seminole, Florida 33775-0002 |  |  |  |  |
JAKE HIMELSTEIN | 47,978 |  | (6)(18) | * |
P.O. Box 4002 |  |  |  |  |
Seminole, Florida 33775-0002 |  |  |  |  |
VENITA FIELDS | 28,122 |  | (6)(13)(14)(15) | * |
P.O. Box 4002 |  |  |  |  |
Seminole, Florida 33775-0002 |  |  |  |  |
MICHAEL KOEMPEL | 27,313 |  | (6)(12)(19) | * |
P.O. Box 4002 |  |  |  |  |
Seminole, Florida 33775-0002 |  |  |  |  |
All Directors and Executive Officers as a group (11 persons) | 4,477,599 |  | (2)(5)(6)(7)(8)(9)(10)(11)(12)(13)(14)(15)(16)(17)(18)(19) | 27.1 | %
* less than 1%. |  |  |  |  |

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(1) The number of shares beneficially owned is determined under rules promulgated by the Securities and Exchange Commission (the “SEC”), and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days after the Record Date through the exercise of any stock option or other right. Inclusion in the table of such shares, however, does not constitute an admission that the director, nominee, named executive officer or principal stockholder is a direct or indirect beneficial owner of such shares. Except as set forth herein, the persons listed have sole voting and investment power with respect to the shares referred to in the table.

(2) Represents shares held of record by Benstock-Superior Ltd., a Florida limited partnership ("Reporting Person"). The general partners of the Reporting Person are Susan B. Schwartz, Michael Benstock and Peter Benstock (the “General Partners”). The General Partners of the Reporting Person each own three hundred thirty-three and one-third (333 1/3) of the one thousand (1,000) total outstanding general partnership units. The voting and disposition of the Company’s common stock owned by the Reporting Person requires approval by more votes than are held by a single general partner pursuant to the limited partnership agreement of the Reporting Person. Accordingly, each General Partner disclaims individual beneficial ownership of the shares of the Company’s common stock owned by the Reporting Person.

(3) This disclosure is based on a Schedule 13G filed with the Securities and Exchange Commission on February 14, 2023. Dimensional Fund Advisors LP, an investment adviser registered under Section 203 of the Investment Advisors Act of 1940, furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager to certain other commingled group trusts and separate accounts (such investment companies, trusts and accounts, collectively referred to as the “Funds”). In certain cases, subsidiaries of Dimensional Fund Advisors LP may act as an adviser or sub-adviser to certain Funds. In its role as investment adviser, sub-adviser and/or manager, Dimensional Fund Advisors LP or its subsidiaries (collectively, “Dimensional”) may possess voting and/or investment power over the securities of the Company that are owned by the Funds, and may be deemed to be the beneficial owner of the shares of the Company held by the Funds. However, all securities reported in this table are owned of record by the Funds. Dimensional disclaims beneficial ownership of such securities. According to the Schedule 13G, Dimensional has dispositive power over all 977,954 shares reflected in this table, but voting power over only 959,985 of such shares.

(4) This disclosure is based on a Schedule 13G filed with the Securities and Exchange Commission on February 14, 2023 by First Wilshire Securities Management, Inc. (“First Wilshire”). According to the Schedule 13G, First Wilshire has dispositive power over all 862,586 shares reflected in this table, but voting power over only 118,405 of such shares, and Howard Lu serves as the chief executive officer of First Wilshire.

(5) Includes 10,288 shares owned by a Trust of which Mrs. Stettner is a Co-Trustee with two of her adult children, and 1,824 shares held as custodian for her children who are now adults. Mrs. Stettner disclaims beneficial ownership of all of these shares.

(6) The share ownership of the following individuals includes that number of shares underlying options and SARs awards following his or her name, which are currently exercisable or are exercisable within 60 days of the Record Date, pursuant to the Company’s 2022 and 2013 Incentive Plans: Mr. M. Benstock – 126,917; Mr. Demott – 74,417 shares; Ms. Hensley – 22,278 shares; Mr. Mellini – 29,379 shares; Mr. Siegel – 28,925 shares; Ms. Fields – 10,673; Mr. Leide – 33,286 shares; Mr. Koosed – 23,100 shares; and Mr. Himelstein – 17,127 shares.

(7) Includes 397,006 shares held in an irrevocable trust of which Mr. M. Benstock’s wife, Margot Benstock, and his daughter, Yael Benstock Alpert, are the trustees and Mr. M. Benstock is the settlor and investment trustee advisor. Mr. M. Benstock disclaims beneficial ownership of such shares.

(8) Includes 22,000 shares owned by a trust of which Mr. M. Benstock’s wife is the settlor and trustee. Mr. M. Benstock disclaims beneficial ownership of such shares.

(9) Mr. M. Benstock has pledged approximately 136,388 of the shares listed in the table as security for a loan. Mr. Demott has pledged 140,474 of the shares listed in the table as security for a loan.

(10) Includes unvested restricted shares granted on February 5, 2021. Other than for Mr. Demott, these shares will vest on February 5, 2024 if the respective executive is still employed by the Company. The executives have the ability to vote these shares currently. Mr. M. Benstock has 13,039 shares. Mr. Demott’s 4,461 shares will vest upon his retirement, which is expected to be March 31, 2023.

(11) Includes unvested restricted shares granted on February 4, 2022. These shares will vest on February 4, 2025 if the respective executive is still employed by the Company. The executive has the ability to vote these shares currently. Mr. M. Benstock has 17,514 shares.

(12) Includes unvested restricted shares granted on February 3, 2023. These shares will vest on February 3, 2026 if the respective executive is still employed by the Company. The executive has the ability to vote these shares currently. Mr. M. Benstock has 96,378 shares; and Mr. M. Koempel has 20,647 shares.

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(13) Includes unvested restricted shares granted on November 6, 2020. These shares will vest on November 6, 2023 if the respective director is still serving on the Board of Directors of the Company. The directors have the ability to vote these shares currently. Ms. Hensley – 3,364 shares; Mr. Mellini – 3,364 shares; Mr. Siegel – 3,364 shares; and Ms. Fields – 3,364.

(14) Includes unvested restricted shares granted on November 11, 2021. These shares will vest on November 11, 2024 if the respective director is still serving on the Board of Directors of the Company. The directors have the ability to vote these shares currently. Ms. Hensley – 2,733 shares; Mr. Mellini – 2,733 shares; Mr. Siegel – 2,733 shares; and Ms. Fields – 2,733.

(15) Includes unvested restricted shares granted on November 4, 2022. These shares will vest on November 4, 2025 if the respective director is still serving on the Board of Directors of the Company. The directors have the ability to vote these shares currently. Ms. Hensley – 6,909 shares; Mr. Mellini – 6,909 shares; Mr. Siegel – 6,909 shares; and Ms. Fields – 6,909.

(16) Includes unvested restricted shares granted on May 14, 2021. These shares will vest on May 14, 2026 if the respective executive is still employed by the Company. The executive has the ability to vote these shares currently. Mr. D. Leide has 19,135 shares.

(17) Includes unvested restricted shares granted on July 1, 2021. Mr. Koosed was granted 51,419 shares of restricted stock under the 2013 Plan, which vest as to 30,851, 10,283 and 10,285 shares on the third, fourth and fifth anniversary of the grant date, respectively, provided Mr. Koosed is still employed by the Company on those dates. Unvested shares of restricted stock are subject to forfeiture or accelerated vesting under the terms of the 2013 Plan depending on the circumstances. The executive has the ability to vote these shares currently.

(18) Includes unvested restricted shares granted on July 1, 2021. Mr. Himelstein was granted 30,851 shares of restricted stock under the 2013 Plan, which vest as to 18,510, 6,170 and 6,171 shares on the third, fourth and fifth anniversary of the grant date, respectively. Unvested shares of restricted stock are subject to forfeiture or accelerated vesting under the terms of the 2013 Plan depending on the circumstances. The executive has the ability to vote these shares currently

(19) Includes unvested restricted shares granted on May 31, 2022. These shares will vest on May 31, 2025 if the respective executive is still employed by the Company. The executive has the ability to vote these shares currently. Mr. M. Koempel has 6,666 shares.

CERTAIN TRANSACTIONS

Director and Officer Liability Insurance

As authorized by Section 607.0850(12) of the Florida Business Corporation Act, the Company maintains insurance to indemnify it and its Directors and officers from certain liabilities to the extent permitted by law. Such insurance, in the face amount of $19,500,000, was obtained pursuant to contracts dated August 27, 2021 and May 31, 2022. Under the terms of the corresponding contracts, the Company paid a premium of $217,079.00 for the period from August 27, 2021 through the expiration of the contracts on May 31, 2022 and a premium of $296,678.31 for the period from May 31, 2022 through the expiration of the contracts on May 31, 2023. No sums have been paid or sought under any such indemnification insurance.

Related Party Transactions

Our Board of Directors has adopted a written Related Party Transactions Policy, which applies to our directors and officers. This policy requires disclosure to either the Company’s general counsel or chief financial officer, and review by either the Audit Committee or the Board of the material terms of any related party transaction, including the approximate dollar value of the amount involved in the transaction, and all the material facts as to the related party’s direct or indirect interest in, or relationship to, the related party transaction.

During the time period beginning January 1, 2020 through the date of this proxy statement, there have not been any related party transactions that are required to be disclosed under Item 404 of Regulation S-K.

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REPORT OF THE AUDIT COMMITTEE3

The Company’s Audit Committee serves to assist the Board in fulfilling the Board’s responsibilities relating to safeguarding of assets and oversight of the quality and integrity of the accounting, auditing and reporting practices of the Company. The members of the Audit Committee meet the independence and experience requirements of NASDAQ and the Securities and Exchange Commission.

The Company’s management has primary responsibility for the preparation, presentation and integrity of the Company’s financial statements and its financial reporting process. The Company’s independent registered public accounting firm, Grant Thornton LLP, is responsible for expressing an opinion on the conformity of the Company’s audited financial statements to accounting principles generally accepted in the United States of America. The Audit Committee’s responsibility is to monitor and oversee these processes. In connection with these responsibilities, the Audit Committee reports as follows:

1. The Audit Committee has reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2022 with the Company’s management.
2. The Audit Committee has discussed with Grant Thornton LLP the matters required to be discussed by Public Company Accounting Oversight Board Auditing Standard No. 1301 (Communications with Audit Committees), and SEC Regulation S-X, Rule 2-07 (Communication with Audit Committee).
3. The Audit Committee has received the written disclosures and the letter from Grant Thornton LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding Grant Thornton LLP’s communications with the Audit Committee concerning independence, and has discussed with Grant Thornton LLP its independence.
4. Based on the review and discussions referred to in paragraphs (1) through (3) above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 for filing with the Securities and Exchange Commission.

BY: Robin Hensley, Paul Mellini, and Venita Fields

3 The material in this report is not “soliciting material” and is not deemed “filed” with the SEC and is not to be incorporated by reference in any of our filings under the Securities Act of 1933, as amended, or the 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.

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RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (Proposal 2)

Although the Audit Committee has the sole authority to appoint the Company’s independent registered public accounting firm, the Audit Committee continues its long-standing practice of recommending that the Board ask the shareholders, at the Annual Meeting, to ratify the appointment of the independent registered public accounting firm. The Audit Committee has appointed Grant Thornton LLP, independent registered public accounting firm, to audit the financial statements of the Company for the year ending December 31, 2023.

Shareholder ratification of the Company's independent registered public accounting firm is not required by the Company's Bylaws or otherwise. The Audit Committee and the Board of Directors have elected to seek such ratification as a matter of good corporate practice. If the shareholders do not ratify this appointment, the Audit Committee will consider the appointment of other auditors, but may also decide to retain Grant Thornton LLP as independent registered public accounting firm for 2023. Even if the selection is ratified, the Audit Committee, in its discretion, may change the appointment at any time during the year if it determines that such a change would be in the best interests of the Company and its shareholders.

The Company expects representatives of Grant Thornton LLP to be present and available to respond to appropriate questions at the 2023 Annual Meeting. Representatives of Grant Thornton LLP will have the opportunity to make a statement if they so desire.

2022 Change in Auditors

On April 6, 2022, Mayer Hoffman McCann P.C. (“MHM”) informed the Company that it was declining to stand for reappointment to conduct the audit of the Company’s financial statements for the fiscal year ending December 31, 2022. MHM informed the Company that it would continue to perform services for the Company in connection with the fiscal quarter ending March 31, 2022. On April 7, 2022, the Audit Committee of the Company’s Board of Directors accepted the resignation of MHM. MHM’s report on the Company’s consolidated financial statements for the year ended December 31, 2021 did not contain any adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. During the fiscal year ended December 31, 2021, and during the subsequent period through April 6, 2022, there were no disagreements with MHM on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of MHM, would have caused MHM to make reference to the subject matter of the disagreements in connection with its reports on the Company’s financial statements for such periods. During the fiscal year ended December 31, 2021 and during the subsequent period through April 6, 2022, there were no “reportable events”, as defined in Regulation S-K Item 304(a)(1)(v), except as previously disclosed in the Company’s Form 10-K for the fiscal year ended December 31, 2021, in which management identified a material weakness in internal control over financial reporting relating to the Company’s accounting for income taxes.

On June 21, 2022, the Audit Committee engaged Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.

Audit Fees and All Other Fees

The following table sets forth information regarding the aggregate fees billed to the Company by Grant Thornton LLP for 2022 and by MHM for 2021:

Types of Fees |  | 2022 |  |  | 2021 |
Audit Fees (1) |  | $ | 1,879,268 | (2) |  | $ | 1,049,000 |
Audit-Related Fees |  |  | - |  |  |  | - |
Tax Fees |  |  | - |  |  |  | - |
Total Fees |  | $ | 1,879,268 |  |  | $ | 1,049,000 |

(1) | Fees for audit services include fees associated with the annual audits, quarterly reviews, audits of internal control over financial reporting, and consents issued in connection with our registration statements filed with the SEC in 2022 and 2021.

(2) | Of the total fees billed for 2022 of $1,879,268, $1,272,000 was billed by Grant Thornton LLP and $607,268 was billed by Mayer Hoffman McCann P.C. All fees billed for 2021 were billed by Mayer Hoffman McCann P.C.

Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

The Audit Committee has concluded that Grant Thornton LLP’s provision of the audit and non-audit services described above is compatible with maintaining Grant Thornton LLP’s independence. The Audit Committee pre-approved all of such services. The Audit Committee has established pre-approval policies and procedures with respect to audit and non-audit services to be provided by its independent auditors. Pursuant to these policies and procedures, the Audit Committee may form, and delegate authority to, subcommittees consisting of one or more members when appropriate to grant such pre-approvals, provided that decisions of such subcommittee to grant pre-approvals are presented to the full Audit Committee at its next scheduled meeting. The Audit Committee's pre-approval policies do not permit the delegation of the Audit Committee's responsibilities to management.

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The Audit Committee has concluded that MHM’s provision of the audit and non-audit services described above is compatible with maintaining MHM’s independence. The Audit Committee pre-approved all of such services. The Audit Committee has established pre-approval policies and procedures with respect to audit and non-audit services to be provided by its independent auditors. Pursuant to these policies and procedures, the Audit Committee may form, and delegate authority to, subcommittees consisting of one or more members when appropriate to grant such pre-approvals, provided that decisions of such subcommittee to grant pre-approvals are presented to the full Audit Committee at its next scheduled meeting. The Audit Committee's pre-approval policies do not permit the delegation of the Audit Committee's responsibilities to management.

Compensation of Independent Auditor’s Employees

MHM leases substantially all of its personnel, who work under the control of MHM shareholders, from wholly-owned subsidiaries of CBIZ, Inc., in an alternative practice structure. As such, approximately 100% of the hours spent by MHM on audit and non-audit services were by personnel who are not full time, permanent employees of MHM.

The approval of this proposal 2 requires that the number of votes cast in favor of the proposal exceed the number of votes cast against the proposal. In order to ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for 2023, abstentions will be disregarded and will not be counted as votes for or against such proposal. However, since brokers may exercise discretionary voting power with respect to this proposal, a shareholder’s failure to provide voting instructions will not prevent a broker vote and can therefore affect the outcome of the auditor ratification proposal.

The Board of Directors recommends a vote “FOR” the proposal to ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2023.

EXPENSES OF SOLICITATION

The cost of soliciting proxies will be borne by the Company. Proxies may be solicited on behalf of the Company by directors, officers or employees of the Company, who will receive no additional compensation for soliciting, in person or by telephone, e-mail or facsimile or other electronic means. We may reimburse brokers and other persons holding stock in their names, or in the names of nominees, for their expenses for sending proxy materials to principals and obtaining their proxies.

ANNUAL REPORT ON FORM 10-K

We will provide without charge to each person solicited by this proxy statement, upon the written request of any such person, a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the Securities and Exchange Commission, including the financial statements and a list of exhibits to the Form 10-K. We will furnish to any such person any exhibit described in the list accompanying the Form 10-K upon the advance payment of reasonable fees. Requests for copies of the Form 10-K and/or any exhibits should be directed to Melinda Barreiro, c/o Superior Group of Companies, Inc., P.O. Box 4002, Seminole, Florida 33775-0002. Your request must contain a representation that, as of March 16, 2023, you were a beneficial owner of shares entitled to vote at the 2023 Annual Meeting of Shareholders.

You may review our filings with the Securities and Exchange Commission by visiting our website at www.superiorgroupofcompanies.com.

OTHER BUSINESS

Management of the Company does not know of any other business that may be presented at the Annual Meeting. If any matter not described herein should be presented for shareholder action at the Annual Meeting, the persons named as proxies in the enclosed proxy card will vote or refrain from voting the shares represented thereby in accordance with their best judgment on such matters after consultation with the Board of Directors.

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SHAREHOLDER PROPOSALS FOR

PRESENTATION AT THE 2024

ANNUAL MEETING

In order for proposals of shareholders and shareholder nominations for directors to be eligible for inclusion in our proxy materials relating to the annual meeting of shareholders in 2024, pursuant to SEC Rule 14a-8, they must be submitted in writing to the Company’s Secretary and received by the Company at the Company’s executive offices at P.O. Box 4002, Seminole, Florida 33775-0002 by December 3, 2023 (unless the date of the 2024 annual meeting is not within 30 days of May 12, 2024, in which case the deadline will be a reasonable time before we begin to print and send the proxy materials for the 2024 annual meeting).

Our Bylaws govern the submission of nominations for director or other business proposals that a shareholder wishes to have considered at a meeting of shareholders, but which are not included in our proxy materials for such meeting. Under the advance notice provisions of our Bylaws, nominations for director or other business proposals to be addressed at our next annual meeting may be made by a shareholder entitled to vote who has delivered a notice to the Company at the foregoing address between December 14, 2023 and January 13, 2024 (unless the date of the 2024 annual meeting is not within 25 days of May 12, 2024, in which case such notice must be received by the Company not later than the close of business on the tenth day following the date on which notice of the 2024 annual meeting is first mailed or made publically known). The procedure for nominating directors is described above under “Director Committees and Meetings – Nomination of Directors.” The proxy solicited by the Board for the 2024 annual meeting will confer discretionary authority to vote on behalf of the persons named in such proxy on any shareholder proposal as to which the Company does not receive timely notice pursuant to the advance notice provisions of our Bylaws described above.

To solicit proxies in support of director nominees other than the Company’s nominees pursuant to SEC Rule 14a-19, a person must provide notice to the Company at its executive offices as set forth below. Such notice must comply with the requirements of SEC Rule 14a-19 and be postmarked or transmitted electronically to the Company at its executive offices no later than March 13, 2024 (unless the date of the 2024 annual meeting is not within 30 calendar days of May 12, 2024, in which case notice must be provided by the later of 60 calendar days prior to the date of the 2024 annual meeting or the 10th calendar day following the day on which public announcement of the date of the 2024 annual meeting is first made).

All shareholder proposals for inclusion in the Company’s proxy materials will be subject to the requirements of the proxy rules adopted under the Exchange Act and, as with any shareholder proposal (regardless of whether it is included in the Company’s proxy materials), the Company’s Amended and Restated Articles of Incorporation, the Company’s Amended and Restated Bylaws, and Florida law.

By Order of the Board of Directors

/s/ Jordan M. Alpert

JORDAN M. ALPERT

Secretary

Dated: March 31, 2023

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