VINCE HOLDING CORP., DEF 14A filed on 5/2/2025
Proxy Statement (definitive)
v3.25.1
Document and Entity Information
12 Months Ended
Feb. 01, 2025
Cover [Abstract]  
Document Type DEF 14A
Entity Registrant Name Vince Holding Corp.
Amendment Flag false
Central Index Key 0001579157
v3.25.1
Pay vs Performance Disclosure - USD ($)
2 Months Ended 10 Months Ended 12 Months Ended
Mar. 26, 2024
Feb. 01, 2025
Feb. 01, 2025
Feb. 03, 2024
Jan. 28, 2023
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table    

Pay versus Performance

 

The following tables and related disclosures provide information about (i) the “total compensation” of our principal executive officer (“PEO”) and our other named executive officers (“Other NEOs”) as presented under “—Summary Compensation Table” (the “SCT Amounts”), (ii) the “compensation actually paid” to our PEO and our Other NEOs, as calculated pursuant to the SEC’s pay-versus-performance rules (the “CAP Amounts”), (iii) certain financial performance measures, and (iv) the relationship of the CAP Amounts to those financial performance measures.

This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K under the Exchange Act and does not necessarily reflect value actually realized by the executives or how our Compensation Committee evaluates compensation decisions in light of company or individual performance. For discussion of how our executive compensation program is designed to align pay with the achievement of our annual and long-term financial and operational goals and recognize individual achievements, please see “—Executive Compensation Design Overview”.

 

Year

(a)

Summary Compensation Table Total for PEO (1)

(b)

Compensation Actually Paid to PEO (1)(2)

(c)

Average Summary Compensation Table Total for Non-PEO NEOs(1)(2)

(d)

Average Compensation Actually Paid to Non-PEO NEOs (1)(2)

(e)

Value of Initial Fixed $100 Investment Based on: Company Total Shareholder Return

(f)

Net Income (Loss) (millions)

(g)

PEO #1

PEO #2

PEO #1

PEO#2

2024

$

400,199

 

1,251,519

 

 

223,608

 

 

1,262,749

 

$

819,645

 

 

792,923

 

$ 41.53

 

$ (19,047)

2023

$

1,022,341

N/A

766,127

N/A

$

731,616

665,213

$ 40.12

$ 25,427

2022

$

1,102,043

N/A

$

1,071,793

N/A

$

817,667

770,157

$ 91.06

$ (38,346)

_______________________

(1)
For fiscal 2024, 2023 and 2022, our PEO and Other NEOs were as follows:

 

Fiscal Year

PEO#1

PEO#2

Other NEOs

2024

Jonathan "Jack" Schwefel, Chief Executive Officer*

David Stefko, Interim Chief Executive Officer**

Marie Fogel, SVP, Chief Merchandising and Manufacturing Officer

Lee Meiner, SVP, Chief People Officer

2023

Jonathan "Jack" Schwefel, Chief Executive Officer*

N/A

Marie Fogel, SVP, Chief Merchandising and Manufacturing Officer

Lee Meiner, SVP, Chief Human Resources Officer

Amy "Levy" Trooskin, Former Chief Financial Officer***

2022

Jonathan "Jack" Schwefel, Chief Executive Officer*

N/A

David Stefko, Chief Financial Officer

Marie Fogel, SVP, Chief Merchandising and Manufacturing Officer

 

*

Mr. Schwefel departed from the Company on March 26, 2024.

**

During fiscal 2024, Mr. Stefko served as interim PEO from March 26, 2024. Mr. Stefko resigned from the position of Interim Chief Executive Officer of the Company and interim PEO, effective February 6, 2025.

***

Ms. Levy served as Chief Financial Officer from February 10, 2023 until June 30, 2023.

 

 

 

 

 

(2)
A reconciliation of Total Compensation from the Summary Compensation Table to Compensation Actually Paid to our CEO and our Other NEOs (as an average) for fiscal year 2024 is shown below:

 

 

Adjustments

2024

PEO #1 ($)

PEO #2 ($)

Average Other NEOs ($)

Total Compensation from SCT

400,199

1,251,519

819,645

(Subtraction):

SCT amounts

-

(75,000)

 

-

Addition:

Fair value at year-end of awards granted during the covered fiscal year that are outstanding and unvested at year-end

-

160,456

-

Addition (Subtraction):

Change in fair value from prior fiscal year end to covered fiscal year end of awards granted in any prior fiscal year that are outstanding and unvested at year end

-

-

-

Addition:

Vesting date fair value of awards granted and vesting during such year

-

-

-

Addition (Subtraction):

Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered year

-

(74,225)

(26,722)

(Subtraction):

Fair value at end of prior year of awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered year

(176,590)

-

-

Addition:

Dividends or other earnings paid on stock or option awards in the covered year prior to vesting if not otherwise included in the total compensation for the covered year

-

-

-

COMPENSATION ACTUALLY PAID

(as calculated)

223,608

1,262,749

792,923

(3)
Total shareholder return is calculated based on a fixed investment of one hundred dollars measured from the market close on January 28, 2022 (the last trading day of fiscal 2021) through and including the end of each fiscal year reported in the table.
   
PEO Total Compensation Amount       $ 1,022,341 $ 1,102,043
PEO Actually Paid Compensation Amount       766,127 1,071,793
Adjustment To PEO Compensation, Footnote    
(2)
A reconciliation of Total Compensation from the Summary Compensation Table to Compensation Actually Paid to our CEO and our Other NEOs (as an average) for fiscal year 2024 is shown below:

 

 

Adjustments

2024

PEO #1 ($)

PEO #2 ($)

Average Other NEOs ($)

Total Compensation from SCT

400,199

1,251,519

819,645

(Subtraction):

SCT amounts

-

(75,000)

 

-

Addition:

Fair value at year-end of awards granted during the covered fiscal year that are outstanding and unvested at year-end

-

160,456

-

Addition (Subtraction):

Change in fair value from prior fiscal year end to covered fiscal year end of awards granted in any prior fiscal year that are outstanding and unvested at year end

-

-

-

Addition:

Vesting date fair value of awards granted and vesting during such year

-

-

-

Addition (Subtraction):

Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered year

-

(74,225)

(26,722)

(Subtraction):

Fair value at end of prior year of awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered year

(176,590)

-

-

Addition:

Dividends or other earnings paid on stock or option awards in the covered year prior to vesting if not otherwise included in the total compensation for the covered year

-

-

-

COMPENSATION ACTUALLY PAID

(as calculated)

223,608

1,262,749

792,923

(3)
Total shareholder return is calculated based on a fixed investment of one hundred dollars measured from the market close on January 28, 2022 (the last trading day of fiscal 2021) through and including the end of each fiscal year reported in the table.
   
Non-PEO NEO Average Total Compensation Amount     $ 819,645 731,616 817,667
Non-PEO NEO Average Compensation Actually Paid Amount     $ 792,923 665,213 770,157
Compensation Actually Paid vs. Total Shareholder Return     Relationship Between Compensation Actually Paid to our PEO and the Average of the Compensation Actually Paid to the Other NEOs and the Company's Cumulative Total Shareholder Return ("TSR").

From fiscal years 2022 to 2023, the CAP Amounts for our PEO #1 and the average of the CAP Amounts for our Other NEOs decreased by 29% and 14%, respectively, compared to a 56% decrease in our TSR over the same time period. From fiscal years 2023 to 2024, (i) there is no relationship between the CAP Amounts for our PEO #1 and the Company's TSR because our PEO#1 departed the Company less than two months into fiscal year 2024 and more than half of the CAP Amount for our PEO #1 in fiscal year 2024 consisted of salary continuation pursuant to the terms of his severance agreement; (ii) there is no relationship between the CAP Amounts for our PEO #2 and the Company's TSR because our PEO #2 did not serve as our PEO in fiscal year 2023 and (iii) the average CAP Amounts for our Other NEOs increased by 39% and 19%, respectively, compared to a 4% increase in our TSR.

From fiscal years 2022 to 2024, (i) there is no relationship between the CAP Amounts for our PEO #1 and the Company's TSR because our PEO #1 departed the Company less than two months into fiscal year 2024 and more than half of the CAP Amount for our PEO #1 in fiscal year 2024 consisted of salary continuation pursuant the terms of his severance agreement; (ii) there is no relationship between the CAP Amounts for our PEO #2 and the Company's TSR because our PEO#2 did not serve as our PEO in fiscal year 2022; and (iii) the average of the compensation actually paid to the Other NEOs increased by 17% and 3%, respectively, compared to a 54% decrease in our TSR.

   
Compensation Actually Paid vs. Net Income     Relationship Between Compensation Actually Paid to our PEO and the Average of the Compensation Actually Paid to the Other NEOs and the Company’s Net Income.

 

From fiscal years 2022 to 2023, the CAP Amounts for our PEO #1 and the average of the compensation actually paid to the Other NEOs decreased by 29% and 14%, respectively, compared to a 166% increase from a Net Loss to Net Income over the same time period. From fiscal years 2023 to 2024, (i) there is no relationship between the CAP Amounts for our PEO #1 and the Company's Net Income because our PEO #1 departed the Company less than two months into fiscal year 2024 and more than half of the CAP Amount for our PEO #1 in fiscal year 2024 consisted of salary continuation pursuant the terms of his severance agreement; (ii) there is no relationship between the CAP Amounts for our PEO #2 and the Company's Net Income because PEO #2 did not serve as our PEO in fiscal year 2023 and (iii) the average CAP Amounts for our Other NEOs increased by 39% and 19%, respectively, compared to a 175% decrease from Net Income to Net Loss over the same time period.

 

From fiscal years 2022 to 2024, (i) there is no relationship between the CAP Amounts for our PEO #1 and the Company's Net Income because our PEO #1 departed the Company less than two months into fiscal year 2024 and more than half of the CAP Amount for our PEO #1 in fiscal year 2024 consisted of salary continuation pursuant the terms of his severance agreement; (ii) there is no relationship between the CAP Amounts for our PEO #2 and the Company's TSR because our PEO #2 did not serve as our PEO in fiscal year 2022; and (iii) the average CAP Amounts for our Other NEOs increased by 17% and 3%, respectively, compared to a 50% improvement in Net Loss over the same time period.

   
Total Shareholder Return Amount     $ 41.53 40.12 91.06
Net Income (Loss)     (19,047,000,000) $ 25,427,000,000 $ (38,346,000,000)
PEO Name Jonathan "Jack" Schwefel David Stefko   Jonathan "Jack" Schwefel Jonathan "Jack" Schwefel
David Stefko, Interim          
Pay vs Performance Disclosure          
PEO Total Compensation Amount   $ 1,251,519      
PEO Actually Paid Compensation Amount   1,262,749      
Jonathan "Jack" Schwefel          
Pay vs Performance Disclosure          
PEO Total Compensation Amount $ 400,199 1,251,519      
PEO Actually Paid Compensation Amount 223,608 223,608      
PEO | David Stefko, Interim | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   (75,000)      
PEO | David Stefko, Interim | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   160,456      
PEO | David Stefko, Interim | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   $ (74,225)      
PEO | Jonathan "Jack" Schwefel | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (176,590)        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     $ (26,722)    
v3.25.1
Award Timing Disclosure
12 Months Ended
Feb. 01, 2025
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure

In fiscal 2024 no long-term incentive grants were made to our named executive officers with respect to their services as executives under the Vince 2013 Incentive Plan. The Compensation Committee does not time grants with respect to the release of material non-public information ("MNPI"), nor does the Company time disclosure of MNPI for the purpose of affecting the value of executive compensation.

v3.25.1
Insider Trading Policies and Procedures
12 Months Ended
Feb. 01, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true