Form 4: Duluth Holdings Director Susan J. Riley Receives Significant Restricted Stock Grant

Susan J. Riley, a Director at Duluth Holdings Inc., was granted 42,554 shares of Class B Common Stock as restricted stock, increasing her total beneficial ownership to 82,556 shares.

Summary

• On May 29, 2025, Susan J. Riley, a Director of Duluth Holdings Inc. (DLTH), acquired 42,554 shares of Class B Common Stock.
• This acquisition was an award of restricted stock granted under the company's 2024 Equity Incentive Plan.
• Following this transaction, Ms. Riley's total beneficial ownership of Class B Common Stock increased to 82,556 shares.
• The restricted shares are set to vest in full on the earlier of May 29, 2026, or the date of the Duluth Holdings Inc. 2026 annual meeting of shareholders.

Sentiment

Score: 7

Explanation: The grant of restricted stock to a director is a positive event as it aligns the director's interests with long-term shareholder value, reflecting standard and healthy corporate governance practices. It is not a major market-moving event but indicates stability in compensation strategy.

Positives

• The grant of restricted stock aligns the interests of Director Susan J. Riley with those of long-term shareholders, as the value of her compensation is tied to the company's stock performance.
• The transaction was made pursuant to a Rule 10b5-1(c) plan, indicating a pre-arranged and transparent equity compensation strategy.

Future Outlook

The restricted stock grant is designed to incentivize long-term performance, with vesting scheduled for May 29, 2026, or the 2026 annual meeting, indicating a future alignment of director compensation with company performance.

Industry Context

The granting of restricted stock to directors is a common practice across various industries, serving as a key component of executive and director compensation packages. It is widely used to align the interests of company leadership with those of shareholders by tying a portion of their compensation to the company's long-term stock performance.

Comparison to Industry Standards

• The use of restricted stock as a compensation mechanism for directors, as seen with Susan J. Riley's grant, is a standard practice in corporate governance across publicly traded companies, including peers in the retail and apparel sectors.
• Many companies, such as Lululemon Athletica Inc. (LULU) or VF Corporation (VFC), utilize similar equity incentive plans to compensate their non-employee directors and executives, aiming to foster long-term commitment and performance alignment.
• The vesting schedule, tied to a specific future date or the next annual meeting, is also a common structure designed to ensure continued service and incentivize sustained value creation, consistent with benchmarks in corporate compensation.

Stakeholder Impact

• Shareholders: The grant of restricted stock to a director helps align management's long-term interests with those of shareholders, potentially leading to more value-driven decisions.

Next Steps

• The restricted stock granted to Susan J. Riley will vest on the earlier of May 29, 2026, or the date of the Duluth Holdings Inc. 2026 annual meeting of shareholders.

Key Dates

Recommendation

Keywords

Duluth Holdings Inc., DLTH, Form 4, Restricted Stock, Equity Incentive Plan, Director Compensation, Insider Transaction, Class B Common Stock