Lifetime Brands (LCUT) DEF 14ADefinitive proxy

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.)

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under §240.14a-12

LIFETIME BRANDS, 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

MESSAGE FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS

Dear Fellow Stockholder:

I invite you to participate in our Annual Meeting of Stockholders (the “Annual Meeting”) on Thursday, June 20, 2024 at 10:30 a.m. Eastern Time, which will be virtual only and conducted via live webcast at meetnow.global/M9YAJCU. Information on how to participate in the Annual Meeting can be found on page 12 of the Proxy Statement.

At the Annual Meeting, you will be asked: to elect a board of nine directors; to ratify the appointment of our independent registered public accounting firm; to approve the 2023 compensation of the Company’s named executive officers; to approve the frequency with which stockholders are provided an advisory vote on executive compensation; and to approve an amendment and restatement of the Company’s Amended and Restated 2000 Long-Term Incentive Plan.

We are taking advantage of the Securities and Exchange Commission rules that allow companies to provide their stockholders with access to proxy materials over the Internet. On or about May 6, 2024, we will begin mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders informing them that our Proxy Statement, Annual Report for the fiscal year ended December 31, 2023 (the “2023 Annual Report”) and voting instructions are available online. As more fully described in that Notice, all stockholders may choose to access our proxy materials on the Internet or may request to receive paper copies of the proxy materials. This allows us to conserve natural resources and reduces the costs of printing and distributing the proxy materials, while providing our stockholders with access to the proxy materials in a fast and efficient manner. You can also visit our website, www.lifetimebrands.com, where you will find this Proxy Statement and our 2023 Annual Report, free of charge.

On behalf of our directors and our management team, I thank you for your continued support of Lifetime Brands.

Best regards,

/s/ Jeffrey Siegel

Jeffrey Siegel

Chairman of the Board of Directors

April 25, 2024

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Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on June 20, 2024: On or about May 6, 2024, we will begin mailing the Notice of Internet Availability of Proxy Materials to our stockholders advising them that this Proxy Statement, the 2023 Annual Report and voting instructions can be accessed over the Internet at www.envisionreports.com/LCUT. You may then access these proxy materials over the Internet, or you may request that a printed copy of the materials be sent to you. If you want to receive a paper or e-mail copy of these proxy materials, you must request one over the Internet at www.envisionreports.com/LCUT, by calling toll free 1-866-641-4276, or by sending an e-mail to investorvote@computershare.com with “Proxy Materials Lifetime Brands, Inc.” in the subject line. There is no charge to you for requesting a copy.

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

June 20, 2024, 10:30 a.m. Eastern Time

1000 Stewart Avenue, Garden City, New York 11530

Notice is hereby given that the Annual Meeting of Stockholders of Lifetime Brands, Inc., a Delaware corporation (the “Company”), will be held online via live webcast at meetnow.global/M9YAJCU on Thursday, June 20, 2024 at 10:30 a.m. Eastern Time (the “Annual Meeting”), for the following purposes:

In addition to the foregoing, the Annual Meeting will include the transaction of such other business as may properly come before the meeting, or any adjournment(s), continuation(s), rescheduling(s) or postponement(s) thereof.

Stockholders of record at the close of business on April 22, 2024 (the “Record Date”) are entitled to notice of and to vote at the Annual Meeting and any adjournment(s), continuation(s), rescheduling(s) or postponement(s) thereof. A complete list of the stockholders entitled to vote at the Annual Meeting may be accessed electronically, upon request, starting ten (10) days prior to the Annual Meeting by contacting our Corporate Secretary via email at sara.shindel@lifetimebrands.com. In addition, such stockholder list will be posted on the virtual meeting website and will be accessible during the Annual Meeting.

The Annual Meeting will be held online only via live webcast and there will be no physical location for stockholders to attend the Annual Meeting. Stockholders will be able to vote electronically and submit questions prior to the Annual Meeting by logging in at meetnow.global/M9YAJCU and entering their 15-digit control number or may vote and ask questions during the Annual Meeting by logging in and entering the required information at the meeting date and time. Guests may log in to the website and virtually attend the Annual Meeting, but only stockholders who have 15-digit control numbers will be able to vote and ask questions.

By Order of the Board of Directors,

/s/ Sara Shindel

Sara Shindel

General Counsel and Corporate Secretary

Garden City, New York

April 25, 2024

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Forward-Looking Statements

The Company cautions that any forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) contained in this Proxy Statement involve risks and uncertainties and are subject to change based on various important factors, many of which may be beyond the Company’s control. Words such as “approximate,” “outlook,” “estimate,” “project,” “plan,” “believe,” “expect,” “anticipate,” “intend,” “goal,” “should,” and similar expressions may identify forward-looking statements. The following factors, in addition to those disclosed in “ITEM 1A. RISK FACTORS” of our 2023 Annual Report and in our other filings made with the SEC could cause actual results to differ materially from those expressed or implied in any of the forward-looking statements included in this Proxy Statement: social unrest, including related protests and disturbances; the emergence, continuation and consequences of geopolitical conflicts including: the conflicts in Ukraine, Israel and surrounding areas and the possible expansion of such conflicts; macro-economic challenges, including inflationary impacts and disruptions to the global supply chain; failure to appropriately address emerging environmental, social, and governance matters, including new and emerging government regulations designed to address climate change; failure to protect our reputation; or ability to attract or retain talent. There can be no assurance that the forward-looking statements included in this Proxy Statement will prove to be accurate, and new risks may emerge from time to time. Except as may be required by applicable law, the Company assumes no obligation to publicly update or revise our forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.

Table of Contents

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PROXY STATEMENT SUMMARY

2023 PERFORMANCE

The Company’s financial results for 2023 included the following:

⁽¹⁾ These amounts represent non-GAAP financial measures. A reconciliation of these measures to the most directly comparable GAAP measure is included in Appendix A.

VOTING MATTERS & BOARD RECOMMENDATIONS

BOARD NOMINEES AND COMMITTEE ASSIGNMENTS

There are nine director nominees for election at our Annual Meeting. Each nominee will hold office until the 2025 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. All of the nominees are currently serving as directors of the Company and were elected to the Board of Directors (the “Board”) at the 2023 Annual Meeting of Stockholders.

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Abbreviations: Nom/Gov = Nominating/Governance Committee; Audit = Audit Committee; Comp = Compensation Committee; Exec = Executive Committee; ESG = ESG Committee

* Independent Lead Director

¹ Mr. J. Siegel ceased serving as Executive Chairman, effective March 31, 2023.

² Mr. Phillips retired and resigned as Senior Vice-President – Distribution, effective January 2, 2015.

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INFORMATION ABOUT THE BOARD OF DIRECTORS

The following Board Diversity Matrix presents our Board diversity statistics in accordance with Nasdaq Rule 5606, as self-disclosed by our current directors.

Diversity

CORPORATE GOVERNANCE PRACTICES

Our corporate governance practices include the following best practices:

ESG STRATEGY

We believe that our practices and procedures should align, where practicable, with our environmental, social and governance (“ESG”) strategies. We continue to formalize some of the ways we manage ESG-related activities. The Board formed an ESG Committee in 2021 that is tasked with overseeing the Company’s overall ESG strategy. The ESG Committee will consider strategies relevant to the Company’s ESG practices in a manner aligned with the Company’s overall business strategy. The ESG Committee also oversees and monitors the Company’s strategies relating to human capital management and diversity and inclusion initiatives. Where appropriate, the ESG Committee liaises with the full Board on risk management relevant to ESG matters.

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The Company has successfully implemented strategies such as donating thousands of products to soup kitchens near our major offices under the Lifetime Cares program and participating in the How2Recycle initiative to provide consistent and transparent on-package disposal instructions for consumers.

In an effort to align ESG initiatives with our business strategy, the Company expects to continue to engage in the following practices:

The ESG Committee will also continue to track existing and anticipated regulations to ensure compliance with present-day ESG practices.

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THE BOARD OF DIRECTORS EXTENDS A CORDIAL INVITATION TO ALL STOCKHOLDERS TO PARTICIPATE IN THE ANNUAL MEETING ONLINE VIA LIVE WEBCAST AT MEETNOW.GLOBAL/M9YAJCU. WHETHER OR NOT YOU PLAN TO PARTICIPATE IN THE ANNUAL MEETING, IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED. PLEASE VOTE YOUR SHARES USING THE INTERNET OR THE DESIGNATED TOLL-FREE TELEPHONE NUMBER, OR BY REQUESTING A PRINTED COPY OF THE PROXY MATERIALS AND COMPLETING AND RETURNING BY MAIL THE PROXY CARD OR VOTING INSTRUCTION FORM YOU WILL RECEIVE IN RESPONSE TO YOUR REQUEST. STOCKHOLDERS WHO HAVE SUBMITTED COMPLETED PROXY CARDS OR VOTING INSTRUCTION FORMS MAY REVOKE THEIR PROXIES AND VOTE DURING THE ANNUAL MEETING.

LIFETIME BRANDS, INC.

1000 Stewart Avenue,

Garden City, New York 11530

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

To be held on June 20, 2024

INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Lifetime Brands, Inc., a Delaware corporation (the “Company,” “us” or “we”), for use at our Annual Meeting of Stockholders (the “Annual Meeting”) to be held on June 20, 2024 at 10:30 a.m. Eastern Time online via live webcast at meetnow.global/M9YAJCU. Stockholders of record at the close of business on April 22, 2024 (the “Record Date”) are entitled to notice of and to vote at the Annual Meeting.

On or about May 6, 2024, we will begin mailing the Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders advising them that this Proxy Statement, the 2023 Annual Report and voting instructions can be accessed over the Internet at www.envisionreports.com/LCUT. You may then access these proxy materials over the Internet, or you may request that a printed copy of the materials be sent to you. If you want to receive a paper or e-mail copy of these proxy materials, you must request one over the Internet at www.envisionreports.com/LCUT, by calling 1-866-641-4276 toll free, or by sending an e-mail to investorvote@computershare.com with “Proxy Materials Lifetime Brands, Inc.” in the subject line. There is no charge to you for requesting a copy.

THE ANNUAL MEETING

On April 22, 2024, there were 22,073,256 shares of the Company’s common stock, $0.01 par value, issued and outstanding. Each share of the Company’s common stock entitles the holder thereof to one vote on each matter submitted to a vote of stockholders at the Annual Meeting.

All shares of common stock represented by properly executed proxies or voting instruction forms will be voted at the Annual Meeting in accordance with the directions marked on the proxies or voting instruction forms, unless such proxies or voting instruction forms have previously been revoked. If no directions are indicated on such proxies or voting instruction forms, they will be voted FOR Proposal 1 – the election of each nominee named under Election of Directors, FOR Proposal 2 – the ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2024, FOR Proposal 3 – the approval, on a non-binding advisory basis, of the 2023 compensation of the Company’s named executive officers, a voting frequency of “EVERY YEAR” for Proposal 4 –the approval, on a non-binding advisory basis, of the frequency with which stockholders are provided an advisory vote on executive compensation, and FOR Proposal 5 – to approve an amendment and restatement of the Amended and Restated 2000 Long-Term Incentive Plan. If any other matters are properly presented at the Annual Meeting for action, the proxy holders will vote the proxies (which confer discretionary authority upon such holders to vote on such matters) in accordance with their best judgment, subject to compliance with Rule 14a-4(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Each proxy executed and returned by a stockholder by any of the methods indicated below may be revoked at any time before it is voted by timely submission of a written notice of revocation or by submission of a duly executed proxy bearing a later date (in either case directed to the Corporate Secretary of the Company), or, if a stockholder participates online in the Annual Meeting, he or she may elect to revoke his or her proxy and vote his or her shares personally.

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VOTE REQUIRED FOR APPROVAL

A majority of our outstanding shares of common stock present at the Annual Meeting, by virtual participation or by proxy, and entitled to vote shall constitute a quorum. Abstentions and broker non-votes will be counted for purposes of determining the presence or absence of a quorum. Assuming a quorum is present, (1) directors shall be elected by a plurality of the votes cast in the election of directors, (2) the affirmative vote of a majority of the shares present at the Annual Meeting, by virtual participation or by proxy, and entitled to vote is necessary to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm, (3) the affirmative vote of a majority of the shares present at the Annual Meeting, by virtual participation or by proxy, and entitled to vote is necessary to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers, (4) the affirmative vote of a majority of the shares present at the Meeting, by virtual participation or by proxy, and entitled to vote is necessary to approve, on a non-binding advisory basis, the frequency with which stockholders are provided an advisory vote on executive compensation, and (5) the affirmative vote of a majority of the shares present at the Meeting, by virtual participation or by proxy, and entitled to vote is necessary to approve an amendment and restatement of our Amended and Restated 2000 Long-Term Incentive Plan.

With respect to Proposal 1, you may vote for all nominees, withhold your vote as to all nominees, or vote for all nominees except those specific nominees from whom you withhold your vote. The nine nominees receiving the most “FOR” votes will be elected. Properly executed proxies marked “WITHHOLD” with respect to the election of one or more directors will not be voted with respect to the director or directors indicated. Proxies may not be voted for more than nine directors and stockholders may not cumulate votes for the election of any directors.

With respect to Proposals 2, 3 and 5, you may vote for, against or abstain from voting on any of these proposals.

With respect to Proposal 4, you may vote for a voting frequency of every year, every two years, or every three years, or abstain from voting.

If a stockholder, present by virtual participation or by proxy, abstains on a matter, such stockholder’s shares of common stock, although included in the quorum, will not be voted on such matter. Thus, an abstention from voting on Proposal 2, 3 or 5 has the same effect as a vote “against” the matter.

Brokers, banks or other nominees who hold shares of our common stock for a beneficial owner have the discretion to vote on routine proposals when they have not received voting instructions from the beneficial owner. Applicable rules prohibit brokers from voting on Proposals 1, 3, 4 and 5 without receiving instructions from the beneficial owner of the shares. Brokers may vote on Proposal 2 absent instructions from the beneficial owner.

A broker non-vote occurs when a broker or other nominee does not receive voting instructions from the beneficial owner and does not have the discretion to direct the voting of the shares. Broker non-votes will be counted for purposes of calculating whether a quorum is present at the Annual Meeting, but, in the absence of instructions, shares subject to such broker non-votes will not be counted for purposes of determining the number of votes present by virtual participation or represented by proxy and entitled to vote with respect to a particular proposal. Thus, a broker non-vote will not impact our ability to obtain a quorum.

In determining whether a proposal has received the requisite number of votes, broker non-votes will have no effect on the outcome of the vote on a proposal that requires a plurality of votes cast (Proposal 1) and will have no effect on the outcome of the vote on a proposal that requires the affirmative vote of a majority of the shares present at the Annual Meeting, by virtual participation or by proxy, and entitled to vote (Proposals 2, 3 and 5).

HOW TO VOTE

You may vote your shares by one of the following methods:

INTERNET: To vote your shares by Internet, please visit the website listed on your proxy card or voting instruction form and follow the on-screen instructions. If you vote by Internet, you do not need to mail your proxy card or voting instruction form.

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TELEPHONE: To vote your shares by telephone, please follow the instructions on your proxy card or voting instruction form. If you vote by telephone, you do not need to mail your proxy card or voting instruction form.

MAIL: To vote your shares by mail, please follow the instructions on your proxy card or voting instruction form. Please be sure to sign and date your completed proxy card or voting instruction form before mailing. If you do not sign your proxy card or voting instruction form, your votes cannot be counted. Please mail your proxy card or voting instruction form in the pre-addressed, postage-paid envelope.

VOTE ONLINE DURING THE MEETING: You may vote online during the Annual Meeting by visiting the link meetnow.global/M9YAJCU. If you are the registered holder of your shares, meaning that you hold your shares through Computershare Investor Services (“Computershare”), our transfer agent, you do not need to register in advance for the Annual Meeting. The 15-digit control number provided on your Notice, proxy card or voting instruction form is necessary to access this site. If you hold your shares in “street name,” meaning that you hold your shares through a broker, bank or other nominee, please follow the directions below to register in advance for the Annual Meeting. Guests may virtually attend the Annual Meeting but will not be able to vote during the Annual Meeting.

PARTICIPATING IN THE ANNUAL MEETING

You are entitled to participate in the Annual Meeting only if you were a stockholder of record or a beneficial owner of shares of our common stock as of the close of business on the Record Date, April 22, 2024, or you hold a valid proxy for the Annual Meeting. Our Annual Meeting will be a completely virtual meeting. There will be no physical meeting location. The meeting will be conducted only via live webcast. Guests may virtually attend the meeting but will not be able to vote or ask questions.

You will be able to virtually attend the Annual Meeting, examine our shareholder list, and submit your questions during the meeting by visiting meetnow.global/M9YAJCU. You also will be able to vote your shares online by participating in the Annual Meeting.

To participate in the Annual Meeting, visit meetnow.global/M9YAJCU and enter the 15-digit control number included on your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials. If you hold your shares in “street name,” please contact the broker, bank, or other nominee that holds your shares to receive proof of your beneficial ownership (legal proxy) and submit such proof, along with your name and email information, to Computershare in advance of the Annual Meeting no later than 5:00 p.m. Eastern Time on June 10, 2024. Requests for registration must be labeled as “Legal Proxy,” and may be submitted (i) via email to legalproxy@computershare.com by forwarding the email from your broker regarding your beneficial ownership or sending an image of your legal proxy, or (ii) sending proof of your beneficial ownership via mail to: Computershare, Lifetime Brands, Inc. Legal Proxy, P.O. Box 43001, Providence, Rhode Island 02940-3001. Upon receipt of such proof of beneficial ownership, Computershare will then register you for virtual attendance at the Annual Meeting and provide you with an email confirming your registration.

The Annual Meeting will begin promptly at 10:30 a.m. Eastern Time on June 20, 2024. Participants should also give themselves plenty of time to log in and ensure that they can hear streaming audio prior to the start of the Annual Meeting. Help and technical support for accessing and participating in the virtual meeting will be available by following the instructions on the virtual meeting website.

If you are a stockholder and wish to submit questions prior to or during the Annual Meeting, log into the virtual meeting platform at meetnow.global/M9YAJCU. Questions pertinent to meeting matters will be answered during the meeting, subject to time constraints. To ensure the meeting is conducted in a manner that is fair to all stockholders, the chair of the meeting may exercise broad discretion in recognizing stockholders who wish to participate, the order in which questions are asked, and the amount of time devoted to any one question. We reserve the right to edit or reject questions we deem inappropriate. By virtually attending the Annual Meeting, stockholders agree to abide by the agenda and procedures for the Annual Meeting.

MAJORITY VOTING GOVERNANCE PRINCIPLE

Although our Bylaws provide for a plurality voting standard for the election of directors, our Board has adopted, as a governance principle, a majority voting standard for uncontested director elections and a plurality voting standard for contested director elections. For this purpose, a “majority of votes cast” means that the number of votes cast “for” a nominee’s election exceeds the number of votes cast

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“against” that nominee’s election. Accordingly, subsequent to the election of directors at the Annual Meeting, any elected director who is not elected by an affirmative vote of a majority of the votes cast at the Annual Meeting shall submit his or her resignation to our Board, to be effective upon the Board’s determination of whether to accept or reject the resignation. Upon receipt by our Board of such resignation, our Board shall, in its sole judgment and discretion, within 90 days from the submission of such director’s resignation as a director of the Company, determine whether to accept or reject such director’s resignation. If our Board rejects such director’s resignation as a director of the Company, then we shall prepare and file a Current Report on Form 8-K to explain our Board’s rationale for its rejection of such director’s resignation.

PROXY SOLICITATION

We will bear the cost of preparing, printing, assembling and mailing the Notice, form of proxy, this Proxy Statement, the 2023 Annual Report and other materials that may be sent to stockholders in connection with this solicitation. We have retained Georgeson, a proxy solicitation firm, at an anticipated cost of $10,000 plus reimbursement of expenses, to assist in soliciting proxies from brokers, banks, nominees, and institutional holders. Georgeson may solicit votes personally or by telephone, mail or electronic means. In addition, Georgeson and certain related persons will be indemnified against certain liabilities arising out of or in connection with the engagement.

It is contemplated that brokerage houses will forward the proxy materials to beneficial holders at our request. In addition to the solicitation of proxies by the use of mail, our officers and other employees may solicit proxies personally, by telephone or by electronic means without being paid any additional compensation. We will reimburse such persons for their reasonable out-of-pocket expenses.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding beneficial ownership of our common stock as of April 18, 2024 (except where otherwise noted) based on a review of information filed with the Securities and Exchange Commission (“SEC”) and our records with respect to (i) each person known to be the beneficial owner of more than 5% of the outstanding shares of our common stock, (ii) each of our directors, (iii) each of our named executive officers, and (iv) all our directors and named executive officers as a group.

Notes:

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Proposal No. 1

ELECTION OF DIRECTORS

Nine directors are proposed to be elected at the Annual Meeting to hold office until the 2025 Annual Meeting of Stockholders, and each director shall hold office until their successors are duly elected and qualified or until their earlier resignation or removal. Each of the nominees is one of our current directors.

With respect to Messrs. Kay, Pollack and Schnabel, as previously disclosed, the Company previously entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company; Taylor Parent, LLC, a Delaware limited liability company (“Taylor Parent”); and Taylor Holdco, LLC, a Delaware limited liability company (dba Filament Brands, and which the Company refers to as “Filament”), and related entities, providing for an Agreement and Plan of Merger entered into on December 22,2017 for the acquisition of Filament by the Company (the “Filament Acquisition”). In connection with the Merger Agreement, the Company entered into a stockholders agreement (the “Stockholders Agreement”) by and among the Company, Taylor Parent and other related stockholders. Pursuant to the Merger Agreement and the Stockholders Agreement, the Company was required to appoint three Taylor Parent designees to the Board. On March 1, 2018, effective upon the closing of the Filament Acquisition, the Board unanimously voted to expand the Board and to appoint Messrs. Kay, Pollack and Schnabel to fill the newly created vacancies on the Board. Messrs. Kay, Pollack and Schnabel were subsequently elected to the Board by the Company’s stockholders at the 2018 through 2023 Annual Meetings and are standing for re-election to the Board at the Annual Meeting.

The following nine nominees have been recommended by the Board. It is the intention of the persons named as proxies in the enclosed proxy card to vote the shares covered thereby FOR the election of the nine persons named below, unless a proxy card received by them contains contrary instructions:

Director Nominees

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Rachael A. Jarosh is past President and Chief Executive Officer of Enactus, the largest experiential learning platform in social entrepreneurship for university and college students worldwide. She served in this role from 2016 to 2021. Prior, Ms. Jarosh served as President of the foundation and led global communications for Pentair plc; and held various roles at RBC Dain Rauscher, Supervalu, Inc. (now UNFI), and Carmichael Lynch Spong. She began her career as an attorney in 1993.

Craig Phillips held the position of Senior Vice-President — Distribution from July 2003 to January 2015 when he retired from the Company. Previously, Mr. Phillips held the position of Vice-President — Manufacturing from 1974 to 2003. Mr. Phillips, a cousin of Mr. Jeffrey Siegel, who serves as Chairman of our Board, has been a director of the Company since 1974.

Bruce G. Pollack is a Managing Partner of Centre Partners Management LLC, where he has been employed since 1991. Mr. Pollack began his career in the investment banking division of Becker Paribas Incorporated and Merrill Lynch Capital Markets. Mr. Pollack currently serves on the board of directors of Taylor Parent, LLC, Sabrosura Foods, LLC, Seafood Kitchen Holding, LLC, Nearly Natural, LLC, Golding Farms Foods, Inc., Midwest Mobility Solutions, Inc. and One World Fitness PFF, LLC, each a private portfolio company of Centre Partners Management LLC. Mr. Pollack previously served on the board of directors of a number of companies including Taylor Precision Products, Inc. (until March 2018), Bellisio Foods, Inc., Bumble Bee Foods, L.P., KIK Corporation Holdings, Inc., Salton, Inc. and a number of other private companies. Mr. Pollack received a B.A. from Brandeis University.

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Key Qualifications of Director Nominees

The following chart sets forth the specific experience, qualifications, attributes or skills that led to the Board’s determination that each director nominee is qualified to serve on the Board. Because it is a summary, it does not include all of the skills, experiences, and qualifications that each director offers, and the fact that a particular experience, skill, or qualification is not listed does not mean that a director does not possess it. All of our directors exhibit high integrity, an appreciation for diversity of background and thought, innovative thinking, a proven record of success, and deep knowledge of corporate governance requirements and best practices.

Each of the nominees has consented to being named in this Proxy Statement and to serve on the Board if elected. We have no reason to believe that any of the nominees will not be a candidate or will be unable to serve. However, should any of the foregoing nominees become unavailable for any reason, the persons named as proxies in the enclosed proxy card intend to vote for such other person or persons as the Board may nominate.

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Our director nominees are highly qualified and, as a group, embody an effective and robust mix of skills and experience, as shown in the matrix below.

Skills Matrix

Our Board unanimously recommends that stockholders vote FOR

the election of each of the nominated directors.

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EXECUTIVE OFFICERS

The following table sets forth the names and ages of each of our executive officers as of April 25, 2024.

EXECUTIVE OFFICER BACKGROUNDS

See Election of Directors for the biography of Mr. Kay.

All of our officers are elected annually by our Board, hold office at the pleasure of the Board and serve until their successors are duly elected and qualified. Certain directors are executives of the Company for a contractual term pursuant to employment agreements. See the Compensation Discussion and Analysis section for summarized terms of these agreements.

Daniel Siegel has served in various positions since joining us in 1992, including as President since 2013. Prior thereto, Mr. Siegel was Executive Vice President of Sales from 2006 to 2008, Executive Vice President of Corporate Invention Strategies from 2008 to 2010 and was an Executive Vice President from 2010 to 2013. Mr. Siegel is the son of Jeffrey Siegel, Chairman of our Board.

Laurence Winoker is the Company’s Executive Vice President, Treasurer and Chief Financial Officer. Previously, Mr. Winoker held the position of Senior Vice President, Finance, Treasurer and Chief Financial Officer since July 2007. Prior thereto, Mr. Winoker was Senior Vice President, Controller and Treasurer of MacAndrews & Forbes Holdings Inc., a holding company with controlling interests in a diversified portfolio of public and private companies including Revlon, Inc. Mr. Winoker was Senior Vice President, Treasurer and Controller of Revlon, Inc. from 1999 to 2003.

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CORPORATE GOVERNANCE

BOARD INDEPENDENCE

Our Board has determined that our director nominees, Rachael A. Jarosh, Cherrie Nanninga, Craig Phillips, Veronique Gabai-Pinsky, Bruce G. Pollack, Michael J. Regan and Michael Schnabel, are independent directors under the listing standards of The Nasdaq Stock Market LLC (“Nasdaq”). Under the Nasdaq rules, Jeffrey Siegel is not considered to be an independent director as certain relatives of Jeffrey Siegel are employed by us. As CEO, Robert B. Kay is our employee and is not considered to be an independent director.

BOARD LEADERSHIP STRUCTURE

Jeffrey Siegel serves as Chairman of our Board. Mr. Siegel has served the Company in various capacities, has been one of our directors since 1967 and is our largest individual stockholder. Mr. Siegel provides effective leadership and guidance as our Chairman of the Board in the development and pursuit of our strategic goals, recognition of business opportunities that present themselves and oversight of our risk profile. As stated above, Jeffrey Siegel does not meet the definition of an independent director under the Nasdaq rules.

The Board does not have a policy regarding the separation of the roles of Chairman and Chief Executive Officer and believes that it is in the best interest of the Company and its stockholders for the Board to periodically evaluate and make a determination regarding whether or not to separate the roles of Chairman and Chief Executive Officer based upon the circumstances. The Board has determined that separating the roles of Chairman and Chief Executive Officer is the most effective leadership structure for the Company at this time, as this structure permits Mr. Kay to focus on the day-to-day operations of the Company, while Mr. Siegel provides leadership of the Board, thus fostering clear accountability, effective decision making and alignment of corporate strategies.

Furthermore, given Mr. Siegel’s prior role as Executive Chairman, our Board believed that it was appropriate and in the best interests of the Company and its stockholders to have a lead independent director during 2023.

Michael J. Regan serves as our lead independent director and was appointed to this role in 2023. The duties of the lead independent director include:

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Our Board is currently composed of nine directors, seven of whom are independent of the Company. Our independent directors, and our governance practices, provide effective and independent oversight of management. The independent directors meet in regularly scheduled executive sessions, the results of which are discussed by the lead independent director with the Chief Executive Officer.

STOCK OWNERSHIP GUIDELINES

Our Board has adopted stock ownership guidelines applicable to our directors. Under these guidelines, a director must, on or prior to the deadline, own shares of our stock with a value in an amount equal to or in excess of three times the non-employee director annual cash retainer, with such value determined at the time of the receipt of the stock based on the amount paid or contributed by the director for the stock. The deadline is five years after the director’s election or appointment to our Board. For the purpose of stock ownership guidelines, unexercised stock options are not considered in calculating stock ownership but restricted shares are included at the time the restriction lapses.

Our Board has also adopted stock ownership guidelines for our named executive officers, which are intended to align their long-term interests with those of our stockholders and to encourage a long-term focus in managing our Company. The requirements for named executive officers are expressed as a multiple of base salary. The Chief Executive Officer is required to maintain a minimum ownership of three times his base salary. All other named executive officers are required to maintain a minimum ownership of one times their base salary. The named executive officers need to achieve the requirements within five years. Compliance with the guidelines will be determined based on the then-current base salary. For purposes of the stock ownership guidelines, the following forms of equity holdings qualify: (1) direct ownership of shares (e.g., shares purchased on the open market or upon the exercise of stock options and restricted stock that shall have vested); (2) indirect ownership of shares (e.g., shares held in trusts for the benefit of the named executive officer or his/her immediate family members or shares held by family members that reside in the same household as the named executive officer); and (3) restricted stock and performance shares that shall have vested: (i) upon the achievement of performance goals established by the Board or a Committee of the Board; or (ii) over a period of time. All directors and named executive officers have satisfied or are on track to satisfy, within the five-year grace period, the Board’s stock ownership guidelines.

ANTI-HEDGING POLICY

We have a policy with respect to hedging in the Company’s securities that is contained in our Insider Trading Policy. In this regard, we prohibit our directors and executive officers from engaging in transactions that are designed to or have the effect of hedging or offsetting any decrease in the market value of our securities. With respect to employees of the Company that are not executive officers, the policy strongly discourages those employees from engaging in hedging transactions involving the Company’s securities.

CLAWBACK POLICY

Effective December 1, 2023, our Board, upon the recommendation of the Compensation Committee, adopted a new compensation recoupment policy (the “Clawback Policy”). The Clawback Policy is effective for certain incentive-based compensation received by our current or former executive officers on or after October 2, 2023, and is consistent with the requirements of the SEC’s final compensation clawback rules under the Dodd-Frank Act and the Nasdaq listing standards. The Clawback Policy requires recoupment of such incentive-based compensation in the event the Company is required to restate its financial results due to the Company’s material non-compliance with any financial reporting requirement under the federal securities laws as required by the Dodd-Frank Act and corresponding Nasdaq listing standards. The recovery of such compensation applies regardless of whether an executive officer engaged in misconduct or otherwise caused or contributed to the requirement for a restatement. We filed the Clawback Policy as an exhibit to our 2023 Annual Report.

BOARD OVERSIGHT OF RISK

Our Board bears the responsibility for maintaining oversight over our exposure to risk. Our Board, itself and through its committees, meets with various members of management regularly and discusses our material risk exposures, the potential impact on us and the efforts of management it deems appropriate to deal with the risks that are identified. The Audit Committee considers our risk assessment and risk management practices including those relating to regulatory risks, financial liquidity and accounting risk exposure, reserves and our internal controls. The Nominating and Governance Committee considers the risks associated with our corporate governance principles and procedures with the guidance of corporate and outside counsel. Our Compensation Committee, in connection with the performance of its duties, considers risks associated with our compensation programs.

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CODE OF BUSINESS CONDUCT AND ETHICS

We have adopted a Code of Business Conduct and Ethics, which applies to all of our employees (including executive officers) and our directors.

A copy of our Code of Business Conduct and Ethics can be found on our website, www.lifetimebrands.com, in the Corporate Governance subsection under Investor Relations. We intend to post any amendments to or waivers from our Code of Business Conduct and Ethics that apply to our executive officers on our website.

BOARD AND COMMITTEE MEETINGS; ATTENDANCE

All of our directors who served as directors at the time, virtually attended our 2023 Annual Meeting of Stockholders. Directors are expected, but not required, to attend the Annual Meeting. Our Board holds meetings on at least a quarterly basis and more often, if necessary, to fulfill its responsibilities. Our Board held six regularly scheduled meetings during the fiscal year ended December 31, 2023. During the fiscal year ended December 31, 2023, each director attended 75% or more of the total number of meetings of the Board and his or her respective committees (for the period that such director served on the Board and/or committee during 2023).

The independent directors meet at regularly scheduled executive sessions without members of management present.

STOCKHOLDER COMMUNICATION WITH DIRECTORS

Stockholders and other interested parties who wish to communicate with members of our Board, including the independent directors, individually or as a group, may send correspondence to them care of the Corporate Secretary at our principal office, 1000 Stewart Avenue, Garden City, New York 11530. Alternatively, the directors may be contacted via e-mail at BoardofDirectors@lifetimebrands.com. All such communications will be relayed to the members of our Board generally or individually, as specified.

BOARD NOMINATION PROCESS

Our Board nominates candidates to serve as directors based on recommendations of the Board’s Nominating and Governance Committee.

Our Nominating and Governance Committee’s procedures for identifying and evaluating candidates include requests for candidate recommendations from within the housewares industry and from outside independent professional advisors, as the case may be. In selecting a director nominee, our Nominating and Governance Committee focuses on skills, expertise and backgrounds that would complement those of the existing members of our Board, recognizing the nature of our business.

NOMINATING AND GOVERNANCE COMMITTEE

Our Nominating and Governance Committee is currently composed of four of our independent directors: Michael J. Regan (Chair), Rachael A. Jarosh, Cherrie Nanninga, and Bruce G. Pollack. The Nominating and Governance Committee held three meetings in 2023.

Our Nominating and Governance Committee has the following responsibilities:

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Our Nominating and Governance Committee charter is available on our website, www.lifetimebrands.com, in the Corporate Governance subsection under Investor Relations.

PROCESS FOR STOCKHOLDERS TO RECOMMEND DIRECTOR NOMINEES

Our Board, through our Nominating and Governance Committee, will consider nominees recommended by stockholders as long as, consistent with our Nominating and Governance Committee charter, such recommendations are timely received in accordance with the Company’s By-Laws, as may be amended from time to time. A stockholder wishing to recommend a candidate must submit the following documents to the Corporate Secretary, Lifetime Brands, Inc., 1000 Stewart Avenue, Garden City, New York 11530, not less than 120 calendar days prior to the one-year anniversary date of the immediately preceding year’s annual meeting of stockholders:

The Nominating and Governance Committee evaluates all candidates based on the same criteria, regardless of who recommended the candidate.

BOARD DIVERSITY

Our diversity policy provides that, while diversity and the variety of experiences and viewpoints represented on our Board should always be considered, a director nominee should not be chosen nor excluded because of race, color, gender, national origin or sexual orientation or identity. Our Nominating and Governance Committee assesses the effectiveness of the diversity policy by periodically reviewing the skills, expertise and background of each of the existing members of our Board to determine whether it may be appropriate to add individuals with different backgrounds or skill sets from those existing members of our Board. Our Board is committed to having a diverse Board with a total of 44% of our Board (four of nine) composed of female and/or racially diverse directors; and 11% of our Board (one of nine) composed of a director who self-identifies as an underrepresented minority (in each case, as of April 22, 2024). Refer to page 8 for the Diversity Matrix.

AUDIT COMMITTEE

Our Audit Committee is currently composed of three directors, each of whom is independent, as required by the Audit Committee charter, the Exchange Act, the Nasdaq listing rules and the SEC rules. The current members are Michael J. Regan (Chair), Michael Schnabel and Craig Phillips. Our Board has determined that Michael J. Regan is an “Audit Committee Financial Expert,” as defined by the SEC rules. The Audit Committee held four meetings during 2023.

Our Audit Committee, among other things:

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Our Audit Committee charter is available on our website, www.lifetimebrands.com, in the Corporate Governance subsection under Investor Relations.

COMPENSATION COMMITTEE

Our Compensation Committee is composed of three directors, each of whom is independent. The current members are Cherrie Nanninga (Chair), Rachael A. Jarosh, and Bruce G. Pollack. Our Compensation Committee held five meetings in 2023.

Our Compensation Committee advises our Board with respect to our compensation practices and administers our Amended and Restated 2000 Incentive Bonus Compensation Plan and our Amended and Restated 2000 Long-Term Incentive Plan.

The principal duties and responsibilities of our Compensation Committee include:

The Compensation Committee may delegate any of its responsibilities to one or more subcommittees, each of which shall be composed of two or more members, as the Compensation Committee may deem appropriate.

Our Compensation Committee charter is available on our website, www.lifetimebrands.com, in the Corporate Governance subsection under Investor Relations.

ESG COMMITTEE

Our ESG Committee is currently composed of four directors: Veronique Gabai-Pinsky (Chair), Rachael A. Jarosh, Jeffrey Siegel and Robert B. Kay. Our ESG Committee was formed in November 2021 for the purpose of providing guidance and oversight for the Company’s environmental, social and governance initiatives. The ESG Committee held two meetings during 2023.

Our ESG Committee has the following responsibilities:

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Our ESG Committee charter is available on our website, www.lifetimebrands.com, in the Corporate Governance subsection under Investor Relations.

EXECUTIVE COMMITTEE

Our Executive Committee is composed of three directors. The current members are Jeffrey Siegel (Chair), Michael J. Regan and Robert B. Kay. Our Executive Committee held no meetings in 2023.

Our Executive Committee was formed in 2016, at the recommendation of the Nominating and Governance Committee, for authorizing the opening and closing of bank accounts for the Company and other matters delegated by the Board of Directors to the Executive Committee.

EXECUTIVE SESSIONS

The independent directors meet at regularly scheduled executive sessions without members of management present.

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DIRECTOR COMPENSATION

Fees paid to our non-employee directors are based on the following schedule.

Note:

⁽¹⁾ On March 8, 2023, our Board approved an annual cash retainer of $50,000 for our Chairman of the Board, effective April 1, 2023.

The following table sets forth compensation paid to our non-employee directors for 2023.

Note:

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The following table sets forth the aggregate number of restricted shares of our common stock and shares of our common stock issuable upon the exercise of stock options held by each non-employee director at December 31, 2023.

Note:

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COMPENSATION DISCUSSION AND ANALYSIS

EXECUTIVE SUMMARY

About Our Business

Lifetime Brands is a leading global provider of kitchenware, tableware and other products used in the home. We offer brands you trust, value without compromise and an unwavering commitment to innovation. Our products make it easier for you to prepare food, serve meals, entertain guests, and decorate your home.

We market products under well-known kitchenware brands, including Farberware, KitchenAid, Sabatier, Amco Houseworks, Chef’n, Chicago Metallic, Copco, Fred & Friends, Rabbit, Houdini, KitchenCraft, Kamenstein, MasterClass, Misto, Swing-A-Way, and Taylor Kitchen; respected tableware and giftware brands, including Mikasa, Pfaltzgraff, Fitz and Floyd, Empire Silver, Gorham, International Silver, Towle Silversmiths, Wallace, Wilton Armetale, V&A and Royal Botanic Gardens Kew and Year & Day; and valued home solutions brands, including BUILT NY, Taylor Bath, Taylor Weather, Planet Box and S’well. We also provide exclusive private label products to leading retailers worldwide.

Our products can be found in specialty stores, department stores, mass market merchants, warehouse clubs, grocery stores, off-price retailers, food service distributors, food and beverage outlets, corporate sales and e-commerce retailers, as well as our branded websites.

Our Executives

Our named executive officers (“NEOs”) for 2023 are:

⁽¹⁾ Mr. J. Siegel ceased serving as Executive Chairman, effective March 31, 2023. Messrs. Kay, D. Siegel, and Winoker were our sole executive officers as of December 31, 2023.

2023 Performance

The Company’s financial results for 2023 included the following:

⁽¹⁾ These amounts represent non-GAAP financial measures. A reconciliation of these measures to the most directly comparable GAAP measure is included in Appendix A.

Say-On-Pay

In 2023, our Board provided stockholders with the opportunity to cast an advisory vote on executive compensation. At our most recent Annual Meeting of Stockholders held on June 22, 2023, approximately 90% of the votes cast, approved on an advisory basis, the compensation of our NEOs. Although these votes were non-binding and advisory, our Compensation Committee believes that the outcome affirms stockholder support of our approach to executive compensation. Based on the 2023 Say-on-Pay vote results, the Compensation Committee determined that no specific changes would be made to the executive compensation program, however, the Compensation Committee will continue to evaluate the Company’s executive compensation programs, taking into account stockholder feedback.

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COMPENSATION PHILOSOPHY AND OBJECTIVES

Our compensation philosophy has historically been to attract, reward and retain capable executives and to provide incentives for the attainment of short-term performance objectives and strategic long-term performance goals. A number of key objectives guide management and our Compensation Committee in determining compensation for hiring, motivating, rewarding and retaining executive officers who create both short-term and long-term stockholder value, including:

In an effort to balance the need to retain talent and motivate executives to achieve superior performance, we have adopted a compensation program that contains both fixed and variable elements of compensation. Our goal is to reward executives with compensation measures and performance targets that are aligned with our short-term and long-term financial goals yet do not promote excessive risk-taking.

The elements of our total executive compensation program include base salary, annual cash bonus, and stock incentives that consist of restricted stock and performance-based deferred stock, which we refer to as performance shares. Our Compensation Committee uses its judgment in allocating compensation between long-term and short-term incentives and cash and non-cash components. Although long-term incentives are considered of great significance in aligning performance with stockholder interests, they have traditionally been a smaller component of aggregate compensation. The Compensation Committee has also historically awarded larger long-term incentive compensation awards as consideration for NEOs entering into a new employment agreement.

Based on 2023 target compensation, long-term incentives for our Chief Executive Officer comprised 30% of his total compensation for 2023, with 15% attributable to restricted stock and 15% attributable to performance shares, while total “at-risk” compensation comprised approximately 2/3 of his total compensation, with 36% attributable to annual bonus in addition to the 30% attributable to equity-based compensation. Long-term incentives for all other NEOs⁽¹⁾ comprised 14% of their total compensation for 2023 (with 7% attributable to restricted stock and 7% attributable to performance shares), while total “at risk” compensation comprised of 55% of their total compensation for 2023, with 41% attributable to annual bonus in addition to the 14% attributable to equity-based compensation.

⁽¹⁾ Excludes Mr. J. Siegel, who ceased serving as an executive officer effective March 31, 2023, due to his part time employment which lasted only for a limited portion of the year.

ROLE OF COMPENSATION COMMITTEE

Our Compensation Committee has the authority to review and approve compensation principles and practices that apply generally to our executives and senior employees. Our Compensation Committee reviews corporate goals and objectives relevant to the compensation of our Chief Executive Officer, evaluates his performance in light of the established goals and objectives and approves his annual compensation. It also reviews the corporate goals and objectives established by our Chief Executive Officer relevant to the compensation of all other executive officers and all direct reports of the Chief Executive Officer. Based primarily on the evaluations and recommendations of our Chief Executive Officer of the performance of such executive officers and direct reports in light of the established goals and objectives, our Compensation Committee approves their annual compensation. It also reviews the evaluation process and compensation structure for the other members of our senior management and provides oversight regarding management’s decisions concerning the performance and compensation of such members of senior management. Our Compensation Committee takes into account and considers reports of its independent compensation consultant, Pearl Meyer & Partners, LLC (“Pearl Meyer”), as to the elements of compensation among our peer group of companies (discussed under Role of Compensation Consultant) and the proportion of each component relative to the total compensation.

ROLE OF COMPENSATION CONSULTANT

Our Compensation Committee has engaged Pearl Meyer as its independent outside compensation consultant to provide services related to executive and non-employee director compensation. Pearl Meyer does not provide other services unless approved by our Compensation Committee. In 2023, Pearl Meyer provided competitive data and a market analysis, which was used by our Compensation Committee in evaluating the compensation of our Chief Executive Officer and the Company’s peer group of companies. Pearl Meyer assists our Compensation Committee in its evaluation of our compensation philosophy and with the development of relevant metrics used by our Compensation Committee to assure internal pay equity and market parity. It also provides compensation data and information relative to our peer group.

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As required under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, our Compensation Committee analyzed whether the services of Pearl Meyer could result in any conflicts of interest, giving consideration to the following factors:

Our Compensation Committee has determined that the services of Pearl Meyer, including the individual compensation advisors employed by it, have not created any conflicts of interest. On an annual basis, our Compensation Committee will continue to monitor the independence of its compensation consultant.

PEER GROUP DEVELOPMENT

Pearl Meyer developed a peer group of companies of comparable industry, size, and business operations for review and approval by our Compensation Committee. The peer companies were selected to represent companies in the household durables, leisure products, and textiles, apparel, and luxury goods industries that are within an appropriate size range to Lifetime Brands. Selected peers typically fall within revenue and market capitalization ranges of 0.5x – 2.5x and 0.25x – 4x Lifetime Brands, respectively. The peer group used to inform compensation decisions in fiscal 2023 was the same group used to make decisions in fiscal 2022. The group is composed of the following companies:

Our Compensation Committee believes that the companies included in the peer group are the most comparable public companies; however, most of our direct competitors are either smaller, international or privately-held. Based on a peer group analysis in 2023, the Committee made changes to the peer group for fiscal 2024. Acushnet Holdings Corp., Crocs, Inc. and Tupperware Brands Corp. were removed, while Delta Apparel, iRobot Corporation, JAKKS Pacific, Solo Brands, and Superior Group of Companies were added. Our Compensation Committee considers the competitive data compiled by Pearl Meyer as reference points, but does not “benchmark” to specific pay levels when establishing goals and objectives relevant to our compensation policy.

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ELEMENTS OF COMPENSATION

Base Salary

Salary is intended to compensate our executives for performance of core job responsibilities and duties. The amount and components of aggregate compensation for comparable positions in our peer group of companies were taken into account by our Compensation Committee in determining their compensation. The base salary for each NEO per their respective employment agreements for 2023 and 2022 was as follows:

Current NEOs’ Base Salaries

We maintain employment agreements with each of our current NEOs, which agreements set forth the amount of base salary payable to Messrs. Kay, D. Siegel, and Winoker. During 2023, our Compensation Committee took into account Mr. Kay’s role with Filament and his role with us, his extensive knowledge of and experience in the housewares industry and his role in directing our growth. In light of this analysis, the Compensation Committee recommended that the Board amend Mr. Kay’s employment agreement to provide for an increase in base salary from $900,000 to $1,000,000, effective March 2, 2023. The Compensation Committee believes that this increase was necessary to allow us to continue to provide competitive compensation and more closely align Mr. Kay’s base salary with those of our peers.

The base salaries of Daniel Siegel and Laurence Winoker are also set forth in their employment agreements, as determined by the Chief Executive Officer, in consultation with our Compensation Committee, taking into consideration each executive’s roles and responsibilities within the Company, as well as the amount and components of aggregate compensation for comparable positions in our peer group of companies. Pursuant to amendments to their employment agreements, Mr. Siegel’s base salary was increased from $650,000 to $663,000, and Mr. Winoker’s base salary was increased from $425,000 to $446,250, in each case, effective January 1, 2023, in order to more closely align the executives’ base salaries with those of our peers. On November 8, 2023, Mr. Siegel’s base salary was increased from $663,000 to $725,000, effective November 1, 2023 to reflect an increase in Mr. D. Siegel’s responsibilities to include direct responsibility for the Company’s sales function.

Base Salary for Mr. J. Siegel

In connection with Mr. Siegel’s transition to part-time employment for the period beginning on January 1, 2023 and ending on March 31, 2023, the date on which his employment with us terminated, Mr. Siegel’s rate of base salary was reduced to $14,000 per month (i.e., $168,000 per year) and memorialized in the transition agreement, dated November 1, 2022 (the “J. Siegel Transition Agreement”).

Annual Bonuses

Annual bonuses are intended to compensate NEOs for achievement of specific short-term performance goals for a specified performance period and are based on achievement of both a Company performance metric and individual performance goals. Bonuses are awarded pursuant to the Company’s Amended and Restated 2000 Incentive Bonus Compensation Plan and each NEO’s employment agreement. For 2023, our Compensation Committee determined that the Company performance metric applicable to annual bonuses would be based on Adjusted EBITDA (as defined below). Messrs. Kay, Daniel Siegel and Winoker were eligible to receive annual bonuses for 2023.

For each NEO eligible to receive an annual bonus for 2023, the weighting for both of the Adjusted EBITDA and Individual Goal components are shown in the table below.

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Our Compensation Committee has determined that Adjusted EBITDA is an appropriate measure because the Company uses this financial measure in evaluating the Company’s ongoing financial results and trends. In addition, management uses this non-GAAP information as an indicator of business performance. It is also one of the measures used to calculate financial covenants required to be provided to the Company’s lenders pursuant to its debt agreements. In determining the use of Adjusted EBITDA as the Company performance metric, our Compensation Committee was also guided by the extent to which this metric is within the control of the respective NEO.

For the purpose of establishing the portion of the annual bonus that is based on Adjusted EBITDA for the NEOs, our Compensation Committee considered data provided by Pearl Meyer. Our Compensation Committee relied on our annual budget, which was approved by our Board, in establishing the potential thresholds, targets and maximum bonuses tied to achievement of these targets for our NEOs.

Each NEO’s employment agreement provides for a target annual bonus based on Adjusted EBITDA (“Adjusted EBITDA Target Bonus”) and a target annual bonus based on individual goal achievement (“Individual Goal Target Bonus”).

The portion of the Adjusted EBITDA Target Bonus payable to each NEO for each year (the “Annual Adjusted EBITDA Performance Bonus”), if any, is based on an Annual Adjusted EBITDA Performance Table prepared by our Compensation Committee and the annual budget reviewed and approved by the Board and in accordance with the NEO’s employment agreement. The percentage of each NEO’s Annual Adjusted EBITDA Performance Bonus in the event of threshold, target, and maximum performance goal achievement is as follows:

Each NEO is entitled to receive sliding scale payout percentages if Adjusted EBITDA achieved by the Company is between Adjusted EBITDA Performance Bonus levels. The Adjusted EBITDA Performance Bonus for any year will be zero if the Adjusted EBITDA achieved by the Company for such year is less than the threshold Adjusted EBITDA goal for such year, and in no event will an Annual Adjusted EBITDA Performance Bonus be more than 200% of the Adjusted EBITDA Target Bonus, in the case of Messrs. Kay and Winoker, and 150% of the Adjusted EBITDA Target Bonus in the case of Mr. Daniel Siegel.

The portion of the Individual Goal Target Bonus payable to each NEO for each year (the “Annual Individual Goal Bonus”), if any, is determined based on the NEO’s satisfaction of individual performance objectives set by our Compensation Committee, in the case of Mr. Kay, and Mr. Kay in consultation with our Compensation Committee, in the case of Messrs. Daniel Siegel and Winoker. If each NEO satisfies 100% of such objectives, he is entitled to an Annual Individual Goal Bonus equal to 100% of the Individual Goal Target Bonus in accordance with the NEO’s employment agreement. If each NEO satisfies less than 100% of such objectives but at least 50% of such objectives, he is entitled to an Annual Individual Goal Bonus equal to at least 50% of the Individual Goal Target Bonus, and if he meets less than 50% of such objectives, he is not entitled to receive any Annual Individual Goal Bonus. The individual goals established for each of the NEOs for 2023 are discussed below. At the end of the 2023 fiscal year, Mr. Kay prepared written materials for our Compensation Committee with his assessment of whether his individual goals were achieved during the year. Messrs. Winoker and Daniel Siegel prepared written materials for Mr. Kay, for presentation to and consultation with our Compensation Committee, with their assessments of whether their respective individual goals were achieved during the year. Our Compensation Committee reviewed these materials and assessed independently the extent to which their individual goals were achieved.

As set forth in the table below, we achieved an Adjusted EBITDA of $57.3 million for the 2023 fiscal year, which exceeded the threshold performance level but was below the target performance level of $64.0 million. Adjusted EBITDA for 2023, which is a non-GAAP measure, is equal to the Company’s adjusted earnings before interest (including mark to market

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loss on interest rate derivatives), income taxes, depreciation, and amortization, adjusted to exclude undistributed equity in losses of investments, non-cash share based compensation expense, contingent consideration fair value adjustments, gain on extinguishments of debt, net, acquisition-related expenses, restructuring expenses, and warehouse redesign expenses, as determined by the Company and derived from the Company’s audited financial statements. A reconciliation of the Company’s net loss (the most directly comparable GAAP measure) to Adjusted EBITDA is included in Appendix A.

Mr. Kay’s individual goals for 2023 included: improving profitability in international operations; repositioning Australia and New Zealand markets to a direct model; achievement of growth for the Mikasa hospitality business; development of a supply chain diversification plan; development of a proactive mergers and acquisitions program for the Board’s review; providing support for the Company’s ESG efforts; and implementing a U.S. warehouse system redesign to support current and future U.S distribution capability and development of new product lines. Our Compensation Committee evaluated Mr. Kay’s achievement of his individual goals and determined that 100% of the goals were met and that Mr. Kay would receive 100% of his Individual Goal Target Bonus.

Mr. Daniel Siegel’s individual goals for 2023 included: enhancing the design of the sales organization; maintaining best in class showrooms, trade shows and redesigning certain showrooms; strengthening the Company’s innovation pipeline; building the Company’s Direct to Consumer channel; redesigning a go-to market strategy for e-commerce and creating an enhanced strategic direction for the Company’s hydration products. Our Chief Executive Officer, in consultation with our Compensation Committee, evaluated Mr. Daniel Siegel’s achievement of his individual goals and determined that 100% of the goals were met, and that Mr. Daniel Siegel would receive 100% of his Individual Goal Target Bonus.

Mr. Winoker’s individual goals for 2023 included: debt refinancing of the Company’s term loan; ensuring effective SOX controls; continued focus on driving positive cash flow to further improve the Company’s liquidity and strengthening the Company’s balance sheet; improving finance capabilities; and continued improvement of the Company’s U.K. financial analysis and reporting. Our Chief Executive Officer, in consultation with our Compensation Committee, evaluated Mr. Winoker’s achievement of his individual goals and determined that 100% of the goals were met, and that Mr. Winoker would receive 100% of his Individual Goal Target Bonus.

Each NEO’s 2023 annual bonus is set forth in the table below.

Equity Compensation

Equity compensation is intended to incentivize and to promote alignment between our employees and our stockholders. Additionally, our performance shares reward NEOs if the Company achieves specified performance goals, and stock options and restricted stock incentivize retention based on the vesting period or the period during which the restrictions lapse, which generally ranges from one to four years.

Each NEO generally receives an annual equity grant in connection with annual performance reviews based on an assessment of such NEO’s individual performance and, where appropriate, the performance of such NEO’s business unit (division), as well as our overall performance and the dilutive effect of the equity awards. For Mr. Kay’s 2023 equity awards, our Compensation Committee targeted a specific number of shares, adjusting the total award value toward the lower end of peers to better align with the market valuation at the time of grant.

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Our annual equity compensation program generally consists of a mix of 50% time-based restricted stock awards and 50% performance shares. The time-based restricted stock vests 25% per year in four equal installments commencing on the first anniversary of the date of grant. The performance shares provide an opportunity for shares to be earned at the end of a three-year performance period if pre-established financial goals are met. These goals have been tailored to be challenging to achieve, so as to incentivize our NEOs to maximize their performance. Adjusted EBITDA was established as the performance metric for our performance shares granted in 2021, 2022 and 2023, each with a three-year performance period. The final number of shares earned pursuant to our performance shares granted in 2021 is dependent on the cumulative Adjusted EBITDA results over the 2021 through 2023 performance period with threshold, target and maximum awards equal to 75%, 100% and 150%, respectively, of the target number of performance shares awarded on the grant date. For purposes of the performance shares granted in 2021, “Adjusted EBITDA” is defined as our consolidated earnings before interest (including mark to market gain/loss on interest rate derivatives), income taxes, depreciation, amortization, adjusted to exclude undistributed equity in losses/earnings of investments, non-cash charges for intangible asset impairments, non-cash share based compensation expense, contingent consideration fair value adjustments, gain on extinguishments of debt, net, restructuring expenses, integration costs, acquisition-related expenses, warehouse relocation and redesign expenses, and Wallace facility remediation expense. Adjusted EBITDA is a non-GAAP financial measure. A reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure is included in Appendix A.

Our performance shares granted in 2021 for the three-year performance period that ended on December 31, 2023, resulted in the following percentage payouts:

Actual performance shares earned for the 2021 performance cycle are shown in the table below for each executive.

Other Compensation

We maintain a defined contribution 401(k) plan for all employees, including the NEOs. We also offer perquisites that we believe are customary and reasonable, such as Company-paid automobile expenses, and with respect to Mr. Kay, reimbursement or payment of certain insurance and professional expenses.

ACCOUNTING AND TAX CONSIDERATIONS

Section 162(m) of the Internal Revenue Code (the “Code”) generally disallows a tax deduction to public companies for compensation in excess of $1 million paid to any of the company’s chief executive officer and certain other executive officers in any taxable year. Although our Compensation Committee considers tax consequences as a factor when it makes compensation decisions, it retains the discretion and flexibility to make compensation decisions resulting in the grant of non-deductible compensation to the extent it deems that it is appropriate.

POLICY REGARDING RESTATEMENTS

Effective December 1, 2023, our Board, upon the recommendation of the Compensation Committee, adopted a new compensation recoupment policy (the “Clawback Policy”). The Clawback Policy is effective for certain incentive-based compensation received by our current or former executive officers on or after October 2, 2023, and is consistent with the requirements of the SEC’s final compensation clawback rules under the Dodd-Frank Act and the Nasdaq listing standards. The Clawback Policy requires recoupment of such incentive-based compensation in the event the Company is required to restate its financial results due to the Company’s material non-compliance with any financial reporting requirement under the federal securities laws as required by the Dodd-Frank Act and corresponding Nasdaq listing standards. The recovery of such compensation applies regardless of whether an executive officer engaged in misconduct or otherwise caused or contributed to the requirement for a restatement.

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COMPENSATION COMMITTEE REPORT

Our Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based on this review and discussion, our Compensation Committee recommended to our Board that the Compensation Discussion and Analysis be included in our Proxy Statement.

This report is not soliciting material, is not deemed to be filed with the SEC, and is not to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Securities 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.

The Compensation Committee

Cherrie Nanninga – Chair

Rachael A. Jarosh

Bruce G. Pollack

COMPENSATION RISK MANAGEMENT

The Company has reviewed its compensation policies and practices and concluded that any risks arising from the Company’s policies, plans and programs are not reasonably likely to have a material adverse effect on the Company. Accordingly, no material adjustments were made to the Company’s compensation policies and practices as a result of its risk profile. The Company reviewed the elements of compensation to determine whether any portion of the compensation programs encouraged excessive risk-taking and concluded:

To complement the existing risk-reducing features of the Company’s compensation policies and practices, the Company has stock ownership guidelines, an anti-hedging policy, and a Clawback Policy. The Compensation Committee will continue to monitor the Company’s compensation policies and practices to determine whether its risk management objectives are being met.

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SUMMARY COMPENSATION TABLE

The following table sets forth information concerning the compensation of our NEOs.

Notes:

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NEO EMPLOYMENT AGREEMENTS DURING 2023

Robert B. Kay

During 2023, Robert B. Kay was employed by us as the Chief Executive Officer of the Company pursuant to an employment agreement with the Company, dated as of December 22, 2017, which became effective upon the closing of the Filament Acquisition on March 2, 2018 and was amended as of January 1, 2019, March 3, 2021, and March 2, 2023 (the “Kay Employment Agreement”).

The Kay Employment Agreement provides for a term through the third anniversary of the consummation of the Filament Acquisition, March 2, 2021, with automatic renewals for additional one-year periods, unless notice of non-renewal is provided by us or Mr. Kay, an annual base salary of $1,000,000 (for 2023) and an automobile allowance of up to $1,500 per month. The Kay Employment Agreement further provides for the reimbursement to Mr. Kay of up to a total of $40,000 during any calendar year for legal, financial and other professional services.

The Kay Employment Agreement provides Mr. Kay with the opportunity to receive an Annual Adjusted EBITDA Performance Bonus and an Annual Individual Goal Bonus based on certain measurable objectives as described under Annual Bonuses.

The Kay Employment Agreement further provides for payments to Mr. Kay upon the termination of his employment under certain circumstances, as described under Potential Payments Upon Termination or Change of Control.

Jeffrey Siegel

During 2023, Jeffrey Siegel was employed by us as Executive Chairman of the Board pursuant to an employment agreement, dated as of June 27, 2019, which was subsequently amended on October 11, 2019 (as amended, the “J. Siegel Employment Agreement”). Certain provisions of the J. Siegel Employment Agreement were amended by the J. Siegel Transition Agreement.

The J. Siegel Employment Agreement first became effective as of January 1, 2020 for a fixed three-year term that expired on December 31, 2022. It did not include a provision for renewal because the Board expected that Jeffrey Siegel’s employment with the Company would terminate on December 31, 2022. In November 2022, the Company entered into the J. Siegel Transition Agreement in order to retain Mr. J. Siegel on a part-time basis for a short transition period from December 31, 2022 until March 31, 2023 so that Mr. J. Siegel could support certain business matters related to the 2022 fiscal year, including advice and consultation with respect to the Company’s 2022 Annual Report. The J. Siegel Transition Agreement retained the severance payments and benefits to which Mr. J. Siegel was entitled to pursuant to the J. Siegel Employment Agreement in connection with his transition from employee and Executive Chairman of the Company, as described under Potential Payments Upon Termination or Change of Control.

During Mr. Siegel’s part-time employment pursuant to the J. Siegel Transition Agreement, he received a reduced base salary of $14,000 per month (which would be equal to $168,000 per year) and the ability to participate in Company benefit plans, to the extent consistent with applicable plan terms. He was not eligible to receive an annual bonus for 2023 and similarly was not eligible to receive certain Company-provided automobile benefits, reimbursement of insurance premiums, and other legal, financial, and professional services, which had been provided to him when he was a full-time employee.

Mr. J. Siegel’s employment with the Company terminated on March 31, 2023, and he was appointed as non-executive Chairman of the Board effective April 1, 2023.

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Daniel Siegel

During 2023, Daniel Siegel was employed by us as our President pursuant to an employment agreement dated as of November 8, 2017, effective as of January 1, 2018 and amended as of January 1, 2019, January 1, 2021, January 1, 2023, and November 2023 (the “D. Siegel Employment Agreement”).

The D. Siegel Employment Agreement provides that the term of Mr. Siegel’s employment is through December 31, 2020, with automatic renewals for additional one-year periods unless notice of non-renewal is provided by us or Mr. Siegel. On March 8, 2023, the D. Siegel Employment Agreement was amended, effective January 1, 2023, to increase Mr. Siegel’s annual base salary from $650,000 to $663,000. On November 8, 2023, the D. Siegel Employment Agreement was amended, effective as of November 1, 2023, to increase Mr. Siegel’s annual base salary from $663,000 to $725,000.

The D. Siegel Employment Agreement provides certain perquisites, including an automobile allowance of $1,500 per month. The D. Siegel Employment Agreement also entitles Mr. Siegel to receive an Annual Adjusted EBITDA Performance Bonus and an Annual Individual Goal Bonus based on certain measurable objectives as described under Annual Bonuses.

The D. Siegel Employment Agreement further provides for payments to Mr. Siegel upon the termination of his employment under certain circumstances as described under Potential Payments Upon Termination or Change of Control.

Laurence Winoker

During 2023, Laurence Winoker was employed by us as Executive Vice President, Treasurer and Chief Financial Officer pursuant to an employment agreement, amended and restated as of September 10, 2015 and further amended as of November 8, 2017, January 1, 2019, August 1, 2022, January 1, 2023, and November 8, 2023 (the “Winoker Amended and Restated Employment Agreement”).

The Winoker Amended and Restated Employment Agreement provides for an annual base salary of $446,250.

The Winoker Amended and Restated Employment Agreement also provides for an Annual Adjusted EBITDA Performance Bonus and an Annual Individual Goal Bonus based on certain measurable objectives as described under Annual Bonuses and certain perquisites, including an automobile allowance of $1,000 per month. On November 8, 2023, the Winoker Amended and Restated Employment Agreement was amended to increase the Target bonus to 75% from 62.5% of base salary, effective for the fiscal year ending December 31, 2024 and each subsequent fiscal year during the Employment term.

The Winoker Amended and Restated Employment Agreement further provides for payments to Mr. Winoker upon the termination of his employment under certain circumstances as described under Potential Payments Upon Termination or Change of Control.

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GRANTS OF PLAN-BASED AWARDS DURING FISCAL YEAR ENDED DECEMBER 31, 2023

The following table sets forth information regarding grants of plan-based compensation to the NEOs during 2023.

Notes:

OPTION EXERCISES AND STOCK VESTED DURING FISCAL YEAR ENDED DECEMBER 31, 2023

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OUTSTANDING EQUITY AWARDS HELD BY NEOs AT DECEMBER 31, 2023