sgc20220601_8k.htm
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0000095574
0000095574
2022-05-31
2022-05-31
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 31, 2022
Superior Group of Companies, Inc.
(Exact name of registrant as specified in its charter)
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Florida
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001-05869
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11-1385670
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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10055 Seminole Blvd.,Seminole,Florida
(Address of principal executive offices)
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33772
(Zip Code)
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Registrant's telephone number including area code: (727) 397-9611
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230 .425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock
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SGC
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NASDAQ
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 31, 2022, Andrew D. Demott, Jr. resigned from his position as Chief Financial Officer of Superior Group of Companies, Inc. (the “Company”) effective May 31, 2022 (the “Effective Date”). Mr. Demott remains the Chief Operating Officer (“COO”) and a director of the Company.
The Board appointed Michael Koempel as the Company’s new Chief Financial Officer effective on the Effective Date, in which role he will serve as the Company’s principal financial officer and principal accounting officer.
Mr. Koempel previously was employed by IT’SUGAR®, one of the largest specialty candy retailers in the United States of America, where he served as chief operating officer since June 2021. Previously, Mr. Koempel was chief operating officer at Victoria’s Secret Lingerie, a multi-billion dollar e-commerce and store-based retailer specializing in lingerie and apparel, from April 2017 to August 2020. From 2007 to 2017, he served as chief financial officer of Mast Global, which is the supply chain division of L Brands Inc. (now named Bath & Body Works®). He also served in various other finance roles in his career. Mr. Koempel has extensive financial, operational, governance and strategic experience, including with scaling high-growth companies. Mr. Koempel holds a Bachelor of Business Administration from the University of Dayton and is a Certified Public Accountant (currently inactive). Mr. Koempel is 52 years of age.
Mr. Koempel does not have any familial relationships with any executive officer or director of the Company. The Company has not engaged in any prior transactions with Mr. Koempel requiring disclosure under Item 404(a) of Regulation S-K.
In connection with Mr. Koempel’s appointment, the Company offered him 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 expected for February 2023. On 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 Equity Incentive and Awards 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 compensation includes a target incentive amount (“TIA”) as a percentage of base salary equal to 43% (with the actual paid amount pro-rated for fiscal year 2022). In general, the annual incentive compensation ties incentive compensation to net earnings per share as reported in the Company’s audited financial statements adjusted for certain items (“BEPS”) and achievement of individual goals. Mr. Koempel’s BEPS level for 100% payout of the TIA for fiscal year 2022 is expected to be equal to $2.03 per share. However, the offer letter states that, for 2022 only, Mr. Koempel will receive a guaranteed bonus of at least $100,000. The description of the Company’s annual incentive bonus program for 2022 is incorporated herein by reference to the section “Executive Compensation – Compensation Discussion and Analysis – The Elements of Compensation – Annual Incentive Bonus” in the Company’s proxy statement on Schedule 14A filed on March 31, 2022.
The offer letter also specifies that Mr. Koempel will be eligible to participate in health and welfare benefits generally available to employees of the Company, and 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit
Number
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Description
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99.1
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunder duly authorized.
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SUPERIOR GROUP OF COMPANIES, INC.
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By:
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/s/ Andrew D. Demott, Jr.
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Andrew D. Demott, Jr.
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Chief Operating Officer
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Date: June 1, 2022
Exhibit 99.1
A NASDAQ Listed Company: SGC
FOR IMMEDIATE RELEASE
Superior Group of Companies Announces Michael Koempel as New Chief Financial Officer
Andrew D. Demott, Jr. to Remain as Chief Operating Officer and Director; Announces Retirement as an Employee Effective in 2023
SEMINOLE, Florida – May 31, 2022 - Superior Group of Companies, Inc. (NASDAQ: SGC), is pleased to announce that the Board of Directors of the Company has appointed Michael Koempel to the role of Chief Financial Officer (CFO) of the Company, effective May 31, 2022.
Koempel, with more than 30 years of broad financial experience, has an impressive record of building and scaling high growth apparel and retail brands. Most recently, Koempel was chief operating officer of IT’SUGAR®, one of the largest specialty candy retailers in the U.S. Prior to that, Koempel served as chief operating officer of Victoria’s Secret Lingerie, a multi-billion dollar e-commerce and store-based retailer specializing in lingerie and apparel, from April 2017 to August 2020, and chief financial officer of Mast Global, which is the supply chain division of L Brands Inc. (now named Bath & Body Works®) from 2007 to 2017, among other positions. Koempel holds a Bachelor of Business Administration from the University of Dayton and is a Certified Public Accountant (currently inactive).
Koempel will report directly to SGC’s Chief Executive Officer, Michael Benstock.
“We are very excited to welcome Mike to SGC,” said Benstock. “Mike brings with him excellent leadership and team building skills, honed in companies that experienced substantial success while he was part of their senior management. His broad experience both overlaps with and is complementary to our current business. We look forward to leveraging Mike’s knowledge and passion to grow SGC.”
Koempel said, “I am acutely aware of the responsibility that SGC has entrusted me with as the financial steward of such a storied yet still evolving company. SGC is primed to convert on its strategic initiatives, and I look forward to helping drive that growth. It never is easy taking over from a long tenured and successful executive, but knowing that Andy selected me as his successor and having him remain with the Company for the near term will help to ease the transition.”
Alongside the hiring of Koempel comes the announcement that Andrew D. Demott, Jr. will resign as Chief Financial Officer, effective May 31, 2022, but will remain with the Company as its Chief Operating Officer and as a Director. Demott intends to retire as an employee in 2023.
SGC CEO Michael Benstock said, “Andy has been a very important piece of SGC’s success over the last 24 years. While I am professionally, and personally, saddened that Andy will retire as an employee in 2023, I am pleased to know that Andy will remain with the Company as our chief operating officer for a while, and that his hand-selected replacement is primed to hit the ground running.”
Demott went on to add that, “I have had no greater professional love than being an employee of SGC. It truly has been a privilege working alongside Michael, our Board and the rest of the SGC team for decades. I could not be prouder of what we have accomplished and the many employees, shareholders, customers, and other constituents’ lives we have positively impacted. A decision to retire is never made easily. It is made easier though knowing that the Company’s financial leadership is in good hands; I am excited to see where Mike’s vision, energy, preparedness, and passion takes SGC in the years ahead.”
About Superior Group of Companies, Inc. (SGC):
Superior Group of Companies™, formerly Superior Uniform Group, established in 1920, is a combination of companies that help customers unlock the power of their brands by creating extraordinary brand experiences for employees and customers. It provides customized support for each of its divisions through its shared services model.
Fashion Seal Healthcare® and CID Resources™ are signature medical apparel divisions of Superior Group of Companies, Healthcare. Each is one of America’s leading providers of caregiver uniforms and image apparel. They specialize in innovative uniform program design, global manufacturing, and state-of-the-art distribution. Every day, more than four million Americans go to work wearing a uniform from Superior Uniform Group, Healthcare.
BAMKO®, Tangerine Promotions®, Public Identity®, Gifts By Design™, Sutter’s Mill Specialties™ and Guardian Products™ are signature promotional products and branded merchandise brands of Superior Group of Companies. They provide unique custom branding, design, sourcing, and marketing solutions to some of the world’s most successful brands.
HPI® is Superior Group of Companies Employee Identification Branded Uniform Division. HPI is one of our nation’s largest and most respected designers, manufacturers and fulfillment companies clothing America’s workforce in highly recognizable and comfortable uniforms. More than two million people go to work each day wearing uniforms by HPI.
The Office Gurus® is a global provider of custom call and contact center support. As a true strategic partner, The Office Gurus implements customized solutions for its customers in order to accelerate their growth and improve their customers’ service experiences.
SGC’s commitment to service, technology, quality and value-added benefits, as well as its financial strength and resources, provides unparalleled support for its customers’ diverse needs while embracing a “Customer 1st, Every Time!” philosophy and culture in all of its business segments.
Visit www.superiorgroupofcompanies.com for more information.
Contact:
Andrew D. Demott, Jr.
COO
(727) 803-7135
