Business Context and Reporting Period
Company: Superior Group of Companies, Inc. (SGC)
Filing Type: Form 8-K (Current Report)
Date of Report: May 26, 2026
Event: Execution of a new employment agreement with Chief Executive Officer Michael Benstock.
Key Financial Metrics
This filing does not report operational financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation terms.
Material Changes and Compensation Terms
The Company entered into a new employment agreement with CEO Michael Benstock, effective May 26, 2026, replacing a prior Severance Protection Agreement from 2005. Key terms include:
- Term: Expires May 31, 2029.
- Base Salary: $1,044,399 annually.
- Guaranteed Bonus: Minimum of $500,000 per fiscal year for 2026, 2027, and 2028, payable if employed on December 31 (prorated for earlier departures).
- Retention Bonus: $2,100,000 payable within 240 days of voluntary retirement or resignation for "Good Reason."
- Severance: Upon termination without Cause or resignation for Good Reason, the CEO is entitled to 2.0 times his highest annual compensation plus the prorated minimum guaranteed bonus for the fiscal year of separation.
- Retirement Benefits: Prorated acceleration of unvested restricted stock awards and access to office space and administrative support (up to 25 hours/month).
Guidance, Risks, and Contingencies
Definitions of Termination Triggers:
- Good Reason: Includes material reduction in salary or authority, adverse change in reporting relationship, forced relocation, or uncured material breach by the Company.
- Cause: Includes gross negligence, willful misconduct, failure to perform duties, breach of agreement, or certain criminal acts.
- Change in Control: Defined as sale of substantially all assets, acquisition of >50% equity by a non-affiliate, or liquidation/dissolution.
Risks: The agreement imposes significant contingent liabilities on the Company in the event of executive turnover, particularly following a Change in Control or termination without Cause.
Investor Verification Checklist
- Verify the total potential cash outflow for severance and retention bonuses under various termination scenarios.
- Review the Company's proxy statement for details on the short-term incentive program referenced in the agreement.
- Assess the impact of the $2.1 million retention bonus on future cash flow projections.
- Confirm the status of unvested restricted stock awards to evaluate the acceleration clause upon retirement.