UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, DC 20549

SCHEDULE 14A


(Rule14a-101)


INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section14(a) of the Securities


Exchange Act of 1934

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Soliciting Material Pursuant to § 240.14a-12

Trans World Entertainment Corporation

Kaspien Holdings Inc.
(Name of Registrant as Specified in its Charter)

N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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TRANS WORLD ENTERTAINMENT CORPORATION


38 Corporate Circle
KASPIEN HOLDINGS INC.
Albany, New York 12203
2818 N. Sullivan Road, Suite 130
(518) 452-1242

Spokane Valley, WA 99216
855-300-2710
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Date and Time

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Wednesday, July 6, 2016,June 23, 2021, at 10:00 A.M., EDT

Pacific Time

Place

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Albany Country Club
300 Wormer Road
Voorheesville, New York 12186

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Our meeting will be held online via live webcast. You can access the meeting via the internet at www.meetingcenter.io/271014112. To access the virtual meeting, please have your Notice of Internet Availability of Proxy Materials or proxy card in hand when you visit the website. The password for this virtual meeting is KSPN2021.

Items of Business

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(1)

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(1)

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To elect eightthree Directors to serve one year terms and until their successors are chosen and qualified;

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(2)

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(2)

Advisory Vote to Approve Named Executive Officer Compensation;

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To ratify the appointment of Fruci & Associates II, PLLC as our independent registered public accounting firm for the fiscal year ending January 29, 2022; and

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(3)

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(3)

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To transact such other business as may properly come before the meeting or any adjournment or adjournments thereof.

Record Date

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Shareholders of record as of May 13, 201618, 2021 are eligible to vote.

Proxy Voting

A proxy and return envelope, not requiring postage if mailed in the United States, are enclosedcomplete list of these shareholders will be available at our corporate offices at 2818 N. Sullivan Road, Suite 130, Spokane Valley, WA 99216 during regular business hours for your convenience. Please complete and return your proxy card as promptly as possible. All shareholders are cordially invitedten days prior to attend the Annual Meeting. This list also will be available during the Annual Meeting on the virtual meeting website. A shareholder may examine the list for any legally valid purpose related to the Annual Meeting.

Proxy Voting
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We are furnishing proxy materials to shareholders primarily over the internet. We believe that this process expedites shareholders’ receipt of proxy materials, lowers the costs of the Annual Meeting and conserves natural resources. On or about June 1, 2021, we expect to mail to our shareholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement for the Annual Meeting and Annual Report on Form 10-K for the fiscal year ended January 30, 2021 (“Annual Report”). This Notice provides instructions on how to vote online or by telephone and includes instructions on how to receive a paper copy of proxy materials by mail. We also include in the Notice instructions on how you can request a paper copy of the proxy materials.
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YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the meeting,Annual Meeting, please submit your vote is important. Prompt return ofvia the proxy will assure a quorum is present at the annual meeting and save the Company expense.

internet, telephone or mail as soon as possible.

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By order of the Board of Directors,

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Edwin J. Sapienza,
Secretary

May 27, 2016

June 1, 2021

TRANS WORLD ENTERTAINMENT CORPORATION

KASPIEN HOLDINGS INC.
38 Corporate Circle
2818 N. Sullivan Road
Albany, New York 12203
Suite 130
(518) 452-1242

Spokane, WA 99216
855-300-2710
PROXY STATEMENT

MATERIALS

This Proxy Statement is furnished to the shareholders of Trans World Entertainment Corporation,Kaspien Holdings Inc., a New York corporation (the “Company”), in connection with the solicitation of proxies by the Board of Directors for use at the Annual Meeting of Shareholders of the Company to be held on July 6, 2016June 23, 2021 (the “Annual Meeting”), and any adjournment or adjournments thereof. A copy
We are furnishing proxy materials to shareholders primarily over the internet. We believe that this process expedites shareholders’ receipt of proxy materials, lowers the costs of the noticeAnnual Meeting and conserves natural resources. On or about June 1, 2021, we expect to mail to our shareholders a Notice of meeting accompanies thisInternet Availability of Proxy Statement. It is anticipated that the mailing of this Proxy Statement and the form of proxy/voting instruction card will commenceMaterials (the “Notice”) containing instructions on May 27, 2016.

As permitted by rules of the Securities and Exchange Commission (“SEC”), we are makinghow to access our proxy material, which includes our notice of annual meeting, proxy statement for the Annual Meeting and Annual Report on Form 10-K availablefor the fiscal year ended January 30, 2021 (“Annual Report”). This Notice provides instructions on how to vote online or by telephone and includes instructions on how to receive a paper copy of proxy materials by mail. We also include in the Notice instructions on how you can request a paper copy of the proxy materials.

The SEC has adopted rules that allow a company to deliver a single proxy statement or annual report to an address shared by two or more of its shareholders. This method of delivery, known as “householding,” permits us to realize significant cost savings, reduces the amount of duplicate information shareholders receive, and reduces the environmental impact of printing and mailing documents to our shareholders. Under this process, certain shareholders overwill receive only one copy of our proxy materials and any additional proxy materials that are delivered until such time as one or more of these shareholders notifies us that they want to receive separate copies. Any shareholders who object to or wish to begin householding may notify Edwin J. Sapienza, Secretary, Kaspien Holdings Inc., 2818 N. Sullivan Road, Suite 130, Spokane Valley, WA 99216.
MEETING DETAILS
Our meeting will be held online via live webcast at www.meetingcenter.io/271014112. To access the Internet. An electronic versionvirtual meeting, please have your Notice or proxy card in hand when you visit the website. The password for this virtual meeting is – KSPN2021. No physical meeting will be held. You are entitled to participate in the Annual Meeting only if you were a shareholder of thisthe Company as of the close of business on the record date, May 18, 2021, or if you hold a valid proxy statementfor the Annual Meeting.
The online meeting will begin promptly at 10:00 a.m., Pacific Time on June 23, 2021. We encourage you to access the meeting prior to the start time leaving ample time for the check in.
If you are a registered shareholder (i.e., you hold your shares through our transfer agent, Computershare), you do not need to register to attend the Annual Meeting virtually on the internet. Please follow the instructions on the Notice or proxy card that you received.
If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the Annual Meeting virtually on the internet.
To register to attend the Annual Meeting online by webcast you must submit proof of your proxy power (legal proxy) reflecting your Company holdings along with your name and email address to Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on June 22, 2021.
You will receive a confirmation of your registration by email after we receive your registration materials.
Requests for registration should be directed to us at the Company’s Annual Report on Form 10-K are available atwww.envisionreports.com/TWEC.

following:

By email: Forward the email from your broker, or attach an image of your legal proxy, to legalproxy@computershare.com
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By mail:
Computershare
Kaspien Holdings Inc. Legal Proxy
P.O. Box 43001
Providence, RI 02940-3001
VOTING SECURITIES

The Company has only one class of voting securities, its common stock, par value $.01 per share (the “Common Stock”). On May 13, 2016,18, 2021, the record date, 30,337,9382,478,752 shares of Common Stock were outstanding. Each shareholder of record at the close of business on the record date will be entitled to one vote for each share of Common Stock owned on that date, as to each matter presented at the Annual Meeting.

A complete list of these shareholders will be available at our corporate offices at 2818 N. Sullivan Road, Suite 130, Spokane Valley, WA 99216 during regular business hours for ten days prior to the Annual Meeting. This list also will be available during the Annual Meeting on the virtual meeting website. A shareholder may examine the list for any legally valid purpose related to the Annual Meeting.

QUORUM AND TABULATION OF VOTES

The By-LawsBylaws of the Company provide that a majority of the shares of our Common Stock entitled to vote at the Annual Meeting, present in person or by proxy, shall constitute a quorum at the Annual Meeting of Shareholders of the Company. An inspector from Computershare appointed by the Company will determine the presence of a quorum and will certify and tabulate the votes. Shares of Common Stock represented by a properly signed and returned proxy are considered as present at the Annual Meeting for purposes of determining a quorum. Shareholders of record who are present at the Annual Meeting, in person or by proxy, and who abstain from voting, including brokers holding customers’ shares of record who cause abstentions to be recorded at the Annual Meeting, will be included in the number of shareholders present at the Annual Meeting for purposes of determining whether a quorum is present. However, these shares will not be taken into account in determining the outcome of any of the proposals. A shareholder (including a broker) who does not give authority to a proxy to vote or withholds authority to vote, on a certain proposal will not be considered present and entitled to vote on that proposal. A broker non-vote occurs when a bank or broker holding shares of a beneficial shareholder does not vote on a particular proposal because it has not received instructions from the beneficial shareholder and the bank or broker does not have, or chooses not to exercise, discretionary voting power for that particular item.

If you are a beneficial owner and hold your shares in the name of a bank, broker or other holder of record and do not return the voting instruction card, the broker or other nominee willmay vote your shares on each matter at the Annual Meeting for which he or she has the requisite discretionary authority. If a shareholder does not give instructions to its broker as to how to vote the shares, the broker has authority under New York Stock Exchange rules to vote those shares for or against “routine” proposals. Brokersproposals without a voting registration card, brokers cannot vote on their customers’ behalf on “non-routine” proposals. Under these rules, “Item 1—Election of Directors,”Item 1 is a “non-routine” proposal and “Item 2—Advisory Vote on Executive Compensation” areItem 2 is considered “non-routine” proposals.a “routine” proposal. We are subject to these rules even though shares of our Common Stockcommon stock are traded on the NASDAQ Global SelectCapital Market. If a

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broker votes shares that are unvoted by its customers for or against a “routine” proposal, these shares are counted for the purpose of establishing a quorum and also will be counted for the purpose of determining the outcome of “routine” proposals. If a broker does not receive voting instructions as to a non-routine proposal, or chooses to leave shares unvoted on a routine proposal, a “broker non-vote” occurs and those shares will not be counted for determining the outcome of those proposals. Shares that are subject tofor which broker non-votes occur are considered not entitled to vote on the particular proposal, and effectively reduce the number of shares needed to approve that proposal.

Pursuant to the Company’s By-Laws, “Item 1—ElectionBylaws, election of Directors” isthe nominees set forth under Item 1will be determined by the affirmative vote of a plurality of the shares of our Common Stockvotes cast at the Annual Meeting, in person or by proxy on the proposal. Under applicable New York law,Item 2 will be determined by the affirmative vote of a majority of the votes cast at the Annual Meeting, in determining whether such nominees have received the requisite number of affirmative votes, abstentions will have no effectperson or by proxy on the outcome of the vote. With respect to the election of directors, votes may be cast “for” all nominees, “withheld” from all nominees, or “withheld” specifically from identified nominees. Brokers do not have discretionary voting power on this proposal.

As of the date of this proxy statement, our Board of Directors knows of no matters that will be presented for consideration at the annual meeting other than as described in this proxy statement.

If any other matters shall properly come before the annual meetingAnnual Meeting or any adjournments or postponements of the annual meetingAnnual Meeting and shall be voted on, the enclosedproperly executed proxies will be deemed to confer discretionary authority on the individuals named as proxies therein to vote the shares represented by such proxies as to any of those matters. The persons named as proxies intend to vote in accordance with the recommendation of our Board of Directors or otherwise use their judgment.

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A proxy may be revoked at any time prior to the voting at the Annual Meeting by submitting a later dated proxy (including a proxy by telephone)telephone or internet), by giving timely written notice of such revocation to the Secretary of the Company or by attending the Annual Meeting and voting in person.via the internet. However, if you hold any shares of Common Stock in “street name,”name” (that is through a bank, broker or other nominee) you may not vote these shares in person at the Annual Meeting unless you bring with you a legal proxy from the holder of record of such shares.

The Company will pay the costs of soliciting, preparing, printing and mailing thisthe Notice ofand any proxy materials and Annual Meeting of Shareholders and Proxy Statement, the enclosed proxy card and the Company’s 2015 Annual Report to Shareholders.Reports that are requested by shareholders. In accordance with the regulations of the SEC, we also reimburse brokerage firms and other custodians, nominees and fiduciaries for their reasonable expenses incurred in connection with their forwarding of proxies and proxy solicitation materials to beneficial owners of our Common Stock as of the record date. The solicitation of proxies will be conducted primarily by mail, but maywill also include the Internet, telephone, facsimile or oral communications by directors, officers or regular employees of the Company acting without special compensation. The Company will also request persons, firms and corporations holding shares in their names, or in the names of their nominees, which are beneficially owned by others, to send or cause to be sent proxy materials to, and obtain proxies from, such beneficial owners, and, on request, will reimburse such holders for their reasonable expenses in so doing.

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PRINCIPAL SHAREHOLDERS

The only persons known to the Board of Directors to be the beneficial owners of more than five percent of the outstanding shares of Common Stock as of May 13, 2016, the record date,18, 2021, are indicated below:

 

 

 

 

 

Name and Address of Beneficial Owner

 

Amount and Nature of
Beneficial Ownership

 

Percent of Class

Robert J. Higgins

 

 

 

14,717,215

(1)

 

 

 

 

48.5

%

 

38 Corporate Circle
Albany, New York 12203

 

 

 

 

Lloyd I. Miller, III

 

 

 

6,723,056

(2)

 

 

 

 

22.2

%

 

3300 South Dixie Highway, Suite 1-565
West Palm Beach, 33405

 

 

 

 

Dimensional Fund Advisors Inc.

 

 

 

2,581,589

(3)

 

 

 

 

8.5

%

 

Building One
6300 Bee Cave Road
Austin, TX 78746

 

 

 

 

Nantahala Capital Management, LLC

 

 

 

2,298,270

(4)

 

 

 

 

7.6

%

 

19 Old Kings Highway
Darien, CT 06800

 

 

 

 

 

Name and Address of Beneficial Owner
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Amount and Nature
of
Beneficial Ownership
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Percent of
Class
The Robert J. Higgins TWMC Trust
38 Corporate Circle
Albany, New York 12203

(1)

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Information is

713,986(1)
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28.7%
Neil S. Subin
3300 South Dixie Highway, Suite 1-365
West Palm Beach, 33405
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427,292(2)
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17.2%
(1)
Based on Form 5, filed February 21, 2017, by The Robert J Higgins TWMC Trust. This excludes shares beneficially owned by RJHDC, LLC, an affiliate of The Robert J Higgins TWMC Trust, because The Robert J Higgins TWMC Trust disclaims the existence of, and membership in, a “group” under Section 13(d)(3) that may arise as a result of May 13, 2016, as provided by the holder. Includes 300,550Higgins Family’s interest in both entities. The Robert J Higgins TWMC Trust disclaims beneficial ownership of any shares owned by the wife of Robert J. Higgins and 137,500 shares owned by a foundation controlled by Robert J. Higgins, and excludes 1,288,407 shares owned by certain other family members of Robert J. Higgins who do not share his residence. Mr. Robert Higgins disclaims beneficial ownership with respect to those shares owned by family membersRJHDC, LLC other than his wife.

to the extent the Higgins Family may have a pecuniary interest therein.

(2)

(2)

Based on Form 13D/A,Schedule 13D, filed December 15, 2015 and subsequent Form 4s filed byApril 9, 2020, on behalf of (i) Neil S. Subin (“Mr. Subin”); (ii) MILFAM LLC; (iii) Alimco Financial Corporation (“Alimco”); (iv) Alimco Re Ltd., a wholly-owned subsidiary of Alimco (“Alimco Re”); (v) Jonathan Marcus (“Mr. Marcus”); (vi) AMIL Of Ohio, LLC; (vii) Catherine C. Miller Irrevocable Trust dtd 3/26/91; (viii) Catherine C Miller Trust A-2; (ix) Catherine C Miller Trust A-3; (x) Catherine Miller Trust C; (xi) Kimberly S. Miller GST Trust dtd 12/17/1992; (xii) LIMFAM LLC; (xiii) Lloyd I. Miller Trust A-1; (xiv) Lloyd I. Miller, III which indicate Mr.Trust A-4; (xv) Lloyd I. Miller, has shared voting powerIII Irrevocable Trust dtd 12/31/91; (xvi) Lloyd I. Miller, III Revocable Trust dtd 01/07/97; (xvii) MILFAM I L.P.; (xviii) MILFAM II L.P.; (xix) MILFAM III LLC; and shared dispositive power with respect(xx) Susan F. Miller (such persons, trusts and entities named in items (i) through (xx), collectively, the “Reporting Persons”), and issuance of 127,208 shares of common stock of the Company upon exercise of warrants subsequent to 314,525 shares.

(3)

Based on Form 13G/A, filed February 9, 2016, by Dimensional Fund Advisors Inc.

(4)

Based on Form 13G/A, filed February 16, 2016 by Nantahala Capital Management, LLC.

filing of the Schedule 13D.

Mr. Higgins, who beneficially owns 14,717,215

The Schedule 13D reported beneficial ownerships of the Reporting Persons following a transaction between Alimco Re, the Company and certain other parties in which, inter alia, (i) Alimco Re made a loan to a subsidiary of the Company, (ii) Alimco Re and certain other lenders received a warrant to purchase shares of Common Stock as of the record date (approximately 48.5%Company, and (iii) the Reporting Persons (other than Mr. Subin, MILFAM LLC, Alimco, and Mr. Marcus), and the Other Group Members entered into the voting agreement. Each of allthe loan, the warrants and the voting agreement are described in “Related Party Transactions”.
As a result of the provisions of the voting agreement, the Reporting Persons are members of a group (the “Group”) that also includes the Robert J. Higgins TWMC Trust; RJHDC, LLC; Mr. Thomas C. Simpson; Kick-Start I, LLC; Kick-Start III, LLC; and Kick-Start IV, LLC (such members of the group other than the Reporting Persons, the “Other Group Members”).
Some of the positions were previously reported on a Schedule 13G filed by Mr. Subin on December 31, 2018 with respect to securities held by certain entities owned by or trusts for the benefit of the family of the late Mr. Lloyd I. Miller, III (the “Miller Family”) and other entities (such entities and trusts, the “Miller Entities”) and a Schedule 13G filed by Alimco on February 13, 2019. Certain of the Miller Entities hold approximately 85% of the outstanding shares), hasshares of common stock of Alimco. The Reporting Persons respectively disclaim the existence of, and membership in, a “group” under Section 13(d)(3) that may arise as a result of the Miller Entities’ interests in Alimco. The Reporting Persons disclaim beneficial ownership of any shares other than to the extent he, she or it may have a pecuniary interest therein.
The amount set forth represents the following shares of common stock with shared dispositive power: (i) 1,750 shares of common stock owned by AMIL of Ohio, LLC; (ii) 300 shares of common stock owned by Catherine C. Miller Irrevocable Trust DTD 3/26/91;
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(iii) 200 shares of common stock owned by Catherine C. Miller Trust A-2; (iv) 5,639 shares of common stock owned by Catherine C. Miller Trust A-3; (v) 22,448 shares of common stock owned by Catherine Miller Trust C; (vi) 300 shares of common stock owned by Kimberly S. Miller GST Trust DTD 12/17/1992; (vii) 26,105 shares of common stock owned by LIMFAM LLC; (viii) 1,359 shares of common stock owned by Lloyd I. Miller Trust A-1; (ix) 51,371 shares of common stock owned by Lloyd I. Miller, III Trust A-4; (x) 300 shares of common stock owned by Lloyd I. Miller, III Irrevocable Trust DTD 12/31/91; (xi) 59,490 shares of common stock owned by Lloyd I. Miller, III Revocable Trust DTD 01/07/97; (xii) 3,128 shares of common stock owned by MILFAM I L.P.; (xiii) 123,619 shares of common stock owned by MILFAM II L.P.; (xiv) 2,274 shares of common stock owned by MILFAM III LLC; and (xv) 1,801 shares of common stock owned by Susan F. Miller. Mr. Subin is the President and Manager of MILFAM LLC, which serves as manager, general partner, or investment advisor of a number of the foregoing entities formerly managed or advised by the late Lloyd I. Miller, III, and he also serves as trustee of a number of a number of the foregoing trusts for the benefit of the family of the late Mr. Lloyd I. Miller, III, consequently, he may be deemed the beneficial owner of the shares specified in clauses (i) through (xv) of the preceding sentence.
The Schedule 13D also discloses 1,340,024 shares of common stock with shared voting power. This amount represents the aggregate number of shares beneficially owned by the parties to the voting agreement, including 244,532 shares of common stock of the Company that he presently intends to vote for the electionissuable upon exercise of the nominees for Directors named under “Item 1—Electionwarrants. As of Directors” and for “Item 2—Advisory Vote on Executive Compensation”.

May 19, 2021, 7,539 Warrants remained outstanding.

Item 1.Election of Directors

The Board of Directors (also referred to herein as the “Board”) has nominated eightthree candidates for election as directors to hold office (subject to the Company’s By-Laws)Bylaws) for a one-year term expiring at the 20172022 annual meeting of shareholders (the “2017 Meeting”) and until their successors have been elected and qualified.

The nominees will be elected by a plurality vote of the outstanding shares of Common Stockvotes cast at the Annual Meeting.

Meeting in person or by proxy on the proposal.

If the nominees listed below should become unavailable for any reason, which management does not anticipate, the proxy will be voted for any substitute nominee who may be selected by the Nominating and Corporate Governance Committee of the Board prior to or at the Annual Meeting or, if no substitute is selected prior to or at the Annual Meeting, for a motion to reduce the membership of the Board to the number of nominees available. The information concerning the nominees and their security holdings has been furnished by them to the Company.

The biographies of each of the Directors contain applicable information regarding the person’s service as a director, business educational, and other professional experience, director positions held currently or at any time during the last five years, and the experiences, qualifications, attributes or skills that caused the Board to determine that the person should serve as a director for the Company. The Company believes that the backgrounds and qualifications of its Directors,directors, considered as a group, should provide the Company and the Board with diverse business and professional capabilities, along with the experience, knowledge and other abilities that will allow the Board to fulfill its responsibilities.

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See “Related Party Transactions” for additional information regarding certain relationships between our directors and the Company and certain voting arrangements with respect to the election of directors.

Nominees for Election as Directors

Jonathan Marcus Robert J. Higgins, Chairman of the Board, founded the Company in 1972. Mr. Robert Higgins has served as Chairman of the Company for more than the past five years. He served as Chief Executive Officer of the Company from the Company’s founding until October 2014 and as the Executive Chairman of the Board until December 2015. He is also the Company’s principal shareholder. See “PRINCIPAL SHAREHOLDERS.” As founder and Chief Executive Officer of the Company for over 40 years, Mr. Robert Higgins brings an extraordinary understanding of our Company’s business, history and organization. With his previous day-to-day leadership and intimate knowledge of our business and operations, Mr. Robert Higgins provides the board with invaluable insight into the operations of our company.

Michael Feurerhas been Chief Executive Officer of the Company since October 2014 and a Director since January 2016. Mr. Feurer most recently served as Chief Executive Officer and President of Vanity Stores from 2012 to 2014. Mr. Feurer’s prior experience includes nine years, from 2001 through 2010, at Coldwater Creek in various positions, including Senior Vice President Merchandising and Merchandise Operations and President, Strategic New Concepts. He also spent nine years at the Gap where he was responsible for Market Planning and Planning and Allocation for their Canadian, European, and Japanese markets. Mr. Feurer has extensive international and domestic retail experience gained through his positions at Coldwater Creek and Gap Inc., combined with the leadership skills developed as the Chief Executive Officer at Vanity Stores.

Martin Hanaka, has been an Operating Partner at Highland Consumer Fund since August 2014. Prior to that, he was the Interim Chief Executive Officer of Guitar Center, Inc. from January 2013 to April 2013. Previously, Mr. Hanaka served as the Chairman of Golfsmith International Holdings, Inc. from April 2007 to November 2012 and was the Chief Executive Officer from June 2008 to November 2012. From September 1998 to August 2003, Mr. Hanaka served as the Chief Executive Officer of The Sports Authority Inc.Alimco Financial Corporation since March 2019. Prior to March 2019, Mr. Marcus was a managing member and served as Chairman from November 1999 through June 2004. From August 1994co-founder of Broadbill Partners, L.P., a fund focused on special situations and distressed securities. Prior to October 1997,Broadbill’s inception in 2011, he served aswas the Presidentchief investment officer of Cypress Management, L.P., the predecessor fund to Broadbill, which he founded in 1995 to specialize in investing in distressed securities. Jon’s career also includes extensive investment banking and Chief Operating Officer of Staples Inc.financial advisory work at Prudential-Bache Securities and served asCredit Suisse First Boston, with a member ofsubstantial focus advising financially troubled companies or their creditors. Jon currently serves on the Board of Directors. He has served on a dozen public and private boards of directors including the Company’s from 1998 through 2009. In addition to significant experience providing oversight as a director in various capacities, Mr. Hanaka contributes substantial experience in the retail sector.

Robert E. Marks has been the President of Marks Ventures, LLC, a private equity investment firm, since 1994. Mr. Marks is currently a director of Terra Income Fund 6Alimco and Denny’s Corporation (“Denny’s”) and served as Chairman of the Board of Directors of Denny’s from 2004 to 2006; a member of the Board of Trustees of the Greenwich, Connecticut Public Library, and a member of the Board of Trustees of The International Rescue Committee. Mr. Marks has extensive finance, investment and executive compensation experience to share with the Board.Anacomp, Inc.

Dr. Joseph G. Morone has been the President and CEO of Albany International Corp since January 2006 and President since August 2005. From August 1997 to July 2005, he was the President of Bentley University. Previously, Dr. Morone was the Dean of Rensselaer Polytechnic Institute’s Lally School of Management and Technology from July 1993 to July 1997. Before joining the School of Management in 1988, Dr. Morone was a senior associate for the Keyworth Company, a consulting firm specializing in technology management and science policy. Dr. Morone also served in the White House Office of Science and Technology Policy and spent seven years at General Electric Company’s Corporate Research and Development. Dr. Morone also serves on the Board of Directors of Albany International Corp. and on the Board of Trustees of the University System of New Hampshire. Dr. Morone has executive leadership experience at public companies and academic institutions, with an expertise in risk management and strategic planning.

Michael Nahlis the retired Executive Vice President and Chief Financial Officer of Albany International Corp. Mr. Nahl joined Albany International Corp. in 1981 as Group Vice President, Corporate, served as Senior Vice President and Chief Financial Officer from 1983 to 2005 and was appointed as Executive Vice President in 2005. Mr. Nahl retired as Executive Vice President and Chief Financial Officer of Albany International Corp. in September 2009. Mr. Nahl has been Chairman of the Board of Lindsay Corporation since January 2015 and was a member of JPMorgan

4

Chase and Company’s Regional Advisory Board from 1996 through 2010. Mr. Nahl has broad and extensive knowledge on accounting, disclosure, risk management, auditing and finance matters, as well as operational and strategic experience to share with our Board.

W. Michael Reickert, has been the managing member of Independent Family Office, LLC since 2005. Prior to founding Independent Family Office in 2005, Mr. Reickert was employed by The Ayco Company, LP, a financial services company, fromLP. From 1986 to 2004 in various positions, including Executive Vice President. Mr. Reickert currently serves on the board of Albany Medical Center since 2011. Mr. Reickert provides the Board with financial and investment expertise. Mr. Reickert provides financial services to Mr.is a trustee of the Robert J. Higgins TWMC Trust, which is our largest shareholder, and is Trusteealso trustee of various trusts forother trusts.
Tom Simpson has been the benefitChief Executive Officer of Mr. Higgins.

Michael B. Solow is the Co-Chairman and Managing Partner of Kaye Scholer LLP, an international law firm based in New York City, where he has practicedIgnite Northwest since January 2001 and is currently a member of the firm’s Executive Committee.July 2019. Prior to joining Kaye Scholer LLP,Ignite, Mr. SolowSimpson was a Partnerself-employed as Principal of Northwest Venture Associates. Previously, he was Co-Founder and Practice Manager forExecutive Chairman of etailz prior to being acquired by the Financial Services Practice at Hopkins & Sutter, a Chicago, Illinois law firm.Company in 2016. Mr. Solow has previously served on other corporate boards, including Camelot Music, Inc. Mr. SolowSimpson provides the Board with extensive legalover 35 years of experience as an investment banker, venture capitalist, angel investor and management experience, particularly

4
entrepreneur, including his expertise in corporate finance androle as founder of etailz. In addition to his experience in law firm management.

Item 2.Advisory Vote to Approve Named Executive Officer Compensation

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the "Dodd-Frank Act") allows our shareholders to vote to approve, on an advisory (non-binding) basis, the compensation of our named executive officers as disclosed in this proxy statement in accordancerole with SEC rules.

The objectives of our compensation programs are to attract, motivate, retain and reward executives and employees who will make substantial contributions toward the Company’s meeting the financial, operational and strategic objectives that we believe will build substantial value for the Company’s shareholders.

We are requesting shareholder approvalIgnite, he is President of the compensationSpokane Angel Alliance, Managing Member of our named executive officers pursuant to the compensation disclosure rules of the SEC, including the "Compensation DiscussionKick-Start angel investment funds and Analysis," the compensation tables and any related material disclosed in this proxy statement. This vote is not intended to address any one specific item of compensation, but instead the overall compensation of our named executive officers and the policies and practices described in this proxy statement.

This vote is advisory and therefore not bindingcurrently serves on the Company, the Compensation Committeeboards of theMedcurity, Reenue, Sportscope and Vaagen Timbers.

The Board of Directors or the Board. The Boardrecommends a vote FOR each of Messrs. Marcus, Reickert and the compensation committee value the views of our shareholders and, to the extent there is any significant vote against the named executive officer compensation as disclosed in this proxy statement, we will consider those shareholders’ concerns and will evaluate whether any actions are necessary to address those concerns.

5

Simpson.

Executive Officers

The Company’s executive officers (other than Mr. Mike Feurer whose biographical information is included under “Item 1—Election of Directors” herein) are identified below.

below:

Kunal Chopra John Andersonhas served as the Chief Executive Officer of the Company since April 2020 and Chief Executive Officer of our subsidiary, Kaspien Inc. (f/k/a etailz) since September 2019. Prior to joining etailz, Mr. Chopra was General Manager – Worldwide Learning for Microsoft from April 2018. From August 2016 through April 2018, Mr. Chopra served as General Manager – Amazon Fashion. Prior to joining Amazon, Mr. Chopra served as Chief Operating Officer of Unikrn from March 2015 through August 2016.
Edwin Sapienza has been Chief Financial Officer of the Company since February 2013.October 2018. Prior to being named Chief Financial Officer, Mr. AndersonSapienza was Actingthe Company’s Vice President – Strategy, Secretary and Treasurer since 2012, and has continued in those roles, in addition to serving as Chief Financial Officer beginning July 2012. Prior to that,Officer. Mr. Anderson served in positions of increasing responsibility at Trans World for over 18 years, most recently serving as Controller since September 2006.

Bruce J. Eisenberg has been Executive Vice President of Real Estate since May 2001. HeSapienza joined the Company in August of 1993 as Vice President of Real Estate and was named Senior Vice President of Real Estate in May 1995. Prior to joining the Company, Mr. Eisenberg was responsible for leasing, finance and construction of new regional mall development at The Pyramid Companies.

Scott Hoffman has been Chief Merchandising Officer since July 2015. Mr. Hoffman most recently served as Executive Vice President of G.H. Bass & Co., a specialty retailer, from February 2014 to October 2014. Previously, Mr. Hoffman served as Executive Vice President and Chief Merchandising Officer for Finish Line, a leading athletic retailer, from September 2012 to September 2013. From 2009 through 2012, Mr. Hoffman served in various positions at Echo Design Group, a fashion designer and retailer, including Managing Director—Branded Sales, Private Label—Coach.staff accountant.

6

EQUITY OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth the beneficial ownership of Common Stock as of May 13, 2016,19, 2021, by each Directordirector and Named Executive Officernamed executive officer of the Company and all Directorsdirectors and executive officers as a group. All shares listed in the table are owned directly by the named individuals, unless otherwise indicated therein. The Company believes that the beneficial owners have sole voting and investment power over their shares, except as otherwise stated or as to shares owned by spouses.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Name

 

Positions With the
Company

 

Age

 

Year First
Elected as
Director/
Officer

 

Direct
Ownership

 

Shares that
may be acquired
within 60 days
of May 13, 2016

 

Total Shares
Beneficially
Owned

 

Percent
of
Class

Robert J. Higgins

 

Chairman of the Board

 

 

 

75

 

 

 

 

1973

 

 

 

 

14,717,765

(1)

 

 

 

 

—

 

 

 

 

14,717,765

 

 

 

 

48.5%

 

Martin Hanaka

 

Director

 

 

 

67

 

 

 

 

2013

 

 

 

 

13,774

 

 

 

 

7,500

 

 

 

 

21,274

  

*

Robert E. Marks

 

Director

 

 

 

64

 

 

 

 

2012

 

 

 

 

35,602

 

 

 

 

11,250

 

 

 

 

46,852

  

*

Dr. Joseph G. Morone

 

Director

 

 

 

63

 

 

 

 

1997

 

 

 

 

24,088

 

 

 

 

—

 

 

 

 

24,088

  

*

Michael Nahl

 

Director

 

 

 

73

 

 

 

 

2011

 

 

 

 

13,623

 

 

 

 

15,000

 

 

 

 

28,623

  

*

W. Michael Reickert

 

Director

 

 

 

52

 

 

 

 

2016

 

 

 

 

183,775

(2)

 

 

 

 

—

 

 

 

 

183,775

  

*

Michael B. Solow

 

Director

 

 

 

57

 

 

 

 

1999

 

 

 

 

16,294

 

 

 

 

12,408

 

 

 

 

28,702

  

*

Michael Feurer

 

Chief Executive Officer, Director

 

 

 

46

 

 

 

 

2014

 

 

 

 

66,755

 

 

 

 

200,000

 

 

 

 

266,755

  

*

John Anderson

 

Chief Financial Officer

 

 

 

47

 

 

 

 

2012

 

 

 

 

—

 

 

 

 

80,800

 

 

 

 

80,800

  

*

Bruce J. Eisenberg

 

Executive Vice President—Real Estate

 

 

 

56

 

 

 

 

1995

 

 

 

 

10,545

 

 

 

 

338,750

 

 

 

 

349,295

 

 

 

 

1.1%

 

Scott Hoffman

 

Chief Merchandising Officer

 

 

 

43

 

 

 

 

2015

 

 

 

 

—

 

 

 

 

—

 

 

 

 

—

  

*

All Directors and Executive Officers as a group (11 persons)

 

 

 

 

 

 

 

 

 

15,082,221

 

 

 

 

665,708

 

 

 

 

15,747,929

 

 

 

 

50.8%

 

Name
​​
Positions With the
Company
​​
Age
​​
Year
First
Elected
as
Director/
Officer
​​
Direct
Ownership
​​
Shares
that
may be
acquired
within
60 days
of
May 18,
2021
​​
Total
Shares
Beneficially
Owned
​​
Percent
of
Class
Jonathan Marcus
​​
Director
​​
61
​​
2020
​​
3,000
​​
188
​​
3,188
​​
*
W. Michael Reickert
​​
Director
​​
57
​​
2016
​​
6,200(1)
​​
750
​​
6,950
​​
*
Tom Simpson
​​
Director
​​
60
​​
2020
​​
60,000(2)
​​
188(4)
​​
60,188
​​
2.4%
Kunal Chopra(5)
​​
Chief Executive
Officer
​​
39
​​
2020
​​
—
​​
10,000
​​
10,000
​​
*
Edwin J. Sapienza
​​
Chief Financial
Officer
​​
51
​​
2018
​​
1,500
​​
7,525
​​
9,025
​​
*
All Directors and Executive Officers as a group (5 persons)
​​
 
​​
 
​​
 
​​
70,700
​​
18,651
​​
89,351
​​
3.6%

*

*

Less than 1% of issued and outstanding Common Stock

(1)

(1)

Includes 300,550 shares owned by the wife of Robert J. Higgins and 137,500 shares owned by a foundation controlled by Robert J. Higgins, and excludes 1,291,124 shares owned by certain other family members of Robert J. Higgins who do not share his residence. Mr. Robert Higgins disclaims beneficial ownership with respect to those shares owned by family members other than his wife.

(2)

RepresentsExcludes 713,986 shares held in a trust for the benefit of Mr.Robert J Higgins TWMC Trust of which Mr. Reickert is a Trustee.

(2)
Excludes 25 shares held by the wife of Tom Simpson. Also excludes 9,737 shares held by Kick Start, LLC, 12,593 shares held by Kick Start III, LLC, 8,395 shares held by Kick Start IV, LLC and 23,879 shares held by WIN Partners. Mr. Simpson holds an interest, manages and has voting control of Kick Start, LLC, Kick Start III, LLC Kick Start IV, LLC and WIN Partners.
(4)
Excludes 1,448 and 965 warrants held by Kick Start III, LLC and Kick Start IV, LLC, respectively. Mr. Simpson holds an interest, manages and has voting control of Kick Start III and Kick Start IV, LLC.
(5)
Mr. Chopra joined our subsidiary, Kaspien Inc (fka etailz), on September 3, 2019. He has served as Chief Executive Officer of the Company on April 9, 2020.

5
EQUITY COMPENSATION PLAN INFORMATION
The following table contains information about the Company’s Common Stock that may be issued upon the exercise of options, warrants and rights under all of the Company’s equity compensation plans as of January 30, 2021:
Plan Category
​​
Number of Shares to be
Issued upon Exercise of
Outstanding Options,
Warrants and Rights
​​
Weighted Average Exercise
Price of Outstanding
Options, Warrants and
Rights
​​
Number of Shares
Remaining Available for
Future Issuance Under
Equity Compensation Plans
(Excluding Outstanding
Options, Warrants and
Rights)
Equity Compensation Plan
Approved by
Shareholders
​​
133,356
​​
$20.41
​​
145,419
Equity Compensation Plans
and Agreements not
Approved by
Shareholders
​​
—
​​
—
​​
—
6
CORPORATE GOVERNANCE

The Board of Directors

Meetings and Attendance

The Board of Directors held six13 meetings during the 20152020 fiscal year. All of the Directors attended greater than 75% of the aggregate of: (i) the total number of meetings of the Board of Directors, and (ii) the total number of meetings held by all committees of the Board on which such Director served.

It is the policy of the Board that all Directors should be present at Company’s Annual Meeting of Shareholders. All of the Directors then in office and standing for election attended the 20152020 Annual Meeting of Shareholders.

Board Leadership Structure
The Board does not have a policy regarding whether the Board has a Chairman or whether the roles of the Chairman, if any, and Chief Executive Officer should be separate, but rather makes this determination on the basis of what is best for our Company at a given point in time. The Board does not currently have a Chairman and the Company’s Chief Executive Officer does not currently serve as a director. We believe the Board leadership structure is appropriate for us at this time.
Code of Ethics

The Board of Directors has adopted a Code of Ethics applicable to the Company’s officers, employees, Directors and consultants. The Code of Ethics is available on the Company’s website, www.twec.com. A copy of the Code of Ethics is available in print to any shareholder who requests it in writing to the Company’s Corporate Secretary, Trans World Entertainment Corporation, 38 Corporate Circle, Albany, NY, 12203.

Kaspien Holdings Inc., 2818 N. Sullivan Road, Suite 130, Spokane Valley, WA 99216.

Guidelines for Evaluating Independence of Directors

The Board has determined that all of the Directors, other than Mr. Robert Higgins, Mr. Feurer and Mr. Reickert,directors are independent directors in accordance with the standards of the NASDAQ

7

Stock Market and as described below. The Nominating and Corporate Governance Committee as well as the Board annually reviews relationships that Directorsdirectors may have with the Company to make a determination of whether there are any material relationships that would preclude a Directordirector from being independent.

The standards relied upon by the Board in affirmatively determining whether a director is “independent,” in compliance with the rules of the NASDAQ Stock Market, are comprised of those objective standards set forth in the NASDAQ rules. The Board is responsible for ensuring that independent directors do not have a material relationship with the Company or its affiliates or any executive officer of the Company or his or her affiliates.

Presiding Director

The non-management directors annually elect one independent director to be the Presiding Director. Dr. Morone currently serves as the Presiding Director. The Presiding Director’s primary responsibility is to preside over executive sessions of the non-management directors and at all meetings at which the Chairman is not present.

Committees of the Board of Directors

The Audit Committee

The Board of Directors has an Audit Committee whose current members are: Robert MarksJonathan Marcus (Chairman), Dr. Joseph Morone,Mr. Reickert, and Michael Nahl. These Directors are,Mr. Simpson. The members of the Audit Committee, in the opinion of the Board, of Directors,are “independent” (as defined under the standards of the NASDAQ Stock Market) of management and free of any relationship that would interfere with their exercise of independent judgment as members of the Audit Committee. TheMr. Marcus is the Chairman of the Audit Committee, and the Board of Directors has determined that Robert Markshe is both independent and qualified as an Audit Committee financial expert as such term is defined under the rules and regulations promulgated by the Securities and Exchange Commission and applicable to this Proxy Statement.Commission. The Audit Committee held five4 meetings during the 20152020 fiscal year. The Audit Committee’s responsibilities consist of recommending the selection, appointment and authorization of independent accountants, reviewing the scope of the audit conducted by such accountants, as well as the audit itself, and reviewing the Company’s audit activities and matters concerning financial reporting, accounting and audit procedures, related party transactions and policies generally. The Audit Committee was established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The Board of Directors has adopted a written charter for the Audit Committee, a copy of which wasis attached as Appendix A to the 2015this Proxy Statement.

7
The Compensation Committee

The Board of Directors has a Compensation Committee, consisting solely of independent Directors, whose current members are: Michael SolowMike Reickert (Chairman), Martin Hanaka, Dr. Joseph MoroneJonathan Marcus and Michael Nahl.Tom Simpson. The Compensation Committee held one meeting during the 20152020 fiscal year. The Compensation Committee formulates and gives effect to policies concerning salary, compensation, stock options and other matters concerning employment with the Company. The processes and procedures used for the consideration and determination of executive compensation are described in the section of this Proxy Statement captioned “Compensation Discussion and Analysis.” The Board of Directors has adopted a written charter for the Compensation Committee, a copy of which is attached as Appendix AB to thisthe 2019 Proxy Statement.

The Nominating and Corporate Governance Committee

The Board of Directors has a Nominating and Corporate Governance Committee, consisting solely of independent Directors, whose current members are: Dr. Joseph MoroneTom Simpson (Chairman), Martin Hanaka, Robert Marks, Michael Nahl,Jonathan Marcus and Michael Solow.Mike Reickert. The Nominating and Corporate Governance Committee held 4 meetingsone meeting during the 20152020 fiscal year. The Nominating Committee develops qualification criteria for Board members; interviews and screens individuals qualified to

8

become Board members in order to make recommendations to the Board; and oversees the evaluation of executive management. The Committee seeks to select a Board that is strong in its collective knowledge of and diversity of skills and experience concerning retail operations, accounting and finance, management and leadership, vision and strategy, risk assessment and corporate governance. The Board of Directors has adopted a written charter for the Nominating and Corporate Governance Committee, a copy of which is attached as Appendix BC to thisthe 2019 Proxy Statement.

The Nominating and Corporate Governance Committee will consider nominations submitted by shareholders. To recommend a nominee, a shareholder should write to the Company’s Secretary. To be considered by the Nominating and Corporate Governance Committee for nomination and inclusionSee “Submission of Shareholder Proposals” in the Company’sthis Proxy Statement for its 2017 Meeting, a shareholder recommendation for a Director must be received by the Company’s Secretary no later than May 7, 2017.Statement. Any recommendation must include (i) the name and address of the candidate, (ii) a brief biographical description, including his or her occupation for at least the last five years, and a statement of the qualifications of the candidate, taking into account the qualification requirements summarized above, and (iii) the candidate’s signed consent to be named in the Proxy Statement and to serve as a Director if elected. The Nominating and Corporate Governance Committee may seek additional biographical and background information from any candidate which, to be considered, must be received on a timely basis.

The process followed by the Nominating and Corporate Governance Committee to identify and evaluate candidates includes requests to Board members and others for recommendations, including a search firm or outside consultant, meetings from time to time to evaluate biographical information and background material relating to potential candidates and interviews of selected candidates by members of the Nominating and Corporate Governance Committee and the Board. Assuming the appropriate biographical and background material is provided for candidates submitted by shareholders, the Nominating and Corporate Governance Committee will evaluate those candidates by following substantially the same process, and applying substantially the same criteria, as for candidates submitted by Board members. While the Company does not have a formal diversity policy for Board of Director membership, the Nominating and Corporate Governance Committee and the Board of Directors, as a whole, seeks nominees or candidates to serve as directors that represent a variety of backgrounds and experience that will enhance the quality of the Board of Director’s deliberations and decisions. The Nominating and Corporate Governance Committee considers, among other factors, diversity with respect to viewpoint, skills and experience in its evaluation of candidates for Board of Director membership. Such diversity considerations are discussed by the Nominating and Corporate Governance Committee in connection with the general qualifications of each potential nominee. The non-management directors recommended Mr. Feurer and Mr. Reickert be added to the Board. The Nominating and Corporate Governance Committee did not receive any nominations from shareholders for the 2016 Annual Meeting.

Board’s Role in Risk Oversight

The Board has an active role, as a whole and also at the committee level, in overseeing management of the Company’s risks. The Board regularly reviews information regarding the Company’s credit, liquidity, and operations (including cybersecurity and data protection), as well as the risks associated with each. The Compensation Committee is responsible for overseeing the management of risks relating to the Company’s executive compensation plans and arrangements. The Audit Committee oversees management of financial and operational (including cybersecurity and data protection) risks and potential conflicts of interest. The Nominating
8
and Corporate Governance Committee manages risks associated with the independence of the Board. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is regularly informed through committee reports about such risks.

Hedging of Company Securities
The Company has not adopted any policies or practices regarding hedging of the Company’s equity securities granted as compensation to or held directly or indirectly by Directors, officer or employees.
Communications with the Board of Directors

The Board has established a process for shareholders to communicate with members of the Board. The Chairman of the Nominating and Corporate Governance Committee, with the assistance of the Company’s Secretary, will be primarily responsible for monitoring communications from

9

Shareholders shareholders and providing copies or summaries of such communications to the other Directors, as he or she considers appropriate. Communications will be forwarded to all Directors if they relate to appropriate matters and may include suggestions or comments from the Chairman of the Nominating and Corporate Governance Committee. Any such communication must state the number of shares beneficially owned by the shareholder making the communication. In general, communications relating to corporate governance and long-term corporate strategy are more likely to be forwarded than communications relating to personal grievances and matters as to which the Company tends to receive repetitive or duplicative communications. Shareholders who wish to send communications to the Board may do so by writing to:

Michael Feurer
Chief Executive Officer
Trans World Entertainment Corporation
38 Corporate Circle Albany, New York 12203

Robert Higgins
Chairman of the Board
Trans World Entertainment Corporation
38 Corporate Circle Albany, New York 12203

Chairman of the Nominating and Corporate Governance Committee
c/o the Company’s Secretary
Kaspien Holdings Inc.
2818 N. Sullivan Road
Suite 130
Spokane Valley, WA 99216
Compensation of Directors

 

 

 

 

 

 

 

 

 

 

 

 

 

Name

 

Fees Earned
or Paid in
Cash ($)(2)

 

Stock
Awards ($)(3)

 

Option
Awards ($)

 

All Other
Compensation
($)

 

Total
Compensation
($)

 

 

Robert J. Higgins(1)

 

 

 

12,500

 

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

 

 

 

12,500

 

 

 

Martin Hanaka

 

 

 

54,500

 

 

 

 

50,000

 

 

 

 

—

 

 

 

 

—

 

 

 

 

104,500

 

 

 

Robert Marks

 

 

 

120,000

 

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

 

 

 

120,000

 

 

 

Dr. Joseph G. Morone

 

 

 

115,000

 

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

 

 

 

115,000

 

 

 

Michael Nahl

 

 

 

110,000

 

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

 

 

 

110,000

 

 

 

Michael B. Solow

 

 

 

111,500

 

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

 

 

 

111,500

 

 

 

The following table sets forth information regarding compensation of directors for the fiscal year ended January 30, 2021:
Name
​​
Fees
Earned
or Paid in
Cash ($)(1)
​​
Stock
Awards
($)
​​
Option
Awards
($)(2)
​​
All Other
Compensation
($)
​​
Total
Compensation
($)
Jeff Hastings
​​
10,957
​​
—
​​
—
​​
—
​​
10,957
Jonathan Marcus
​​
7,500
​​
—
​​
2,100
​​
—
​​
9,600
Robert Marks
​​
13,306
​​
—
​​
—
​​
—
​​
13,306
Michael Nahl
​​
11,740
​​
—
​​
—
​​
—
​​
11,740
W. Michael Reickert
​​
18,457
​​
—
​​
—
​​
—
​​
18,457
Tom Simpson
​​
7,500
​​
—
​​
2,100
​​
—
​​
9,600
Michael B. Solow
​​
18,570
​​
—
​​
—
​​
—
​​
18,570

(1)

(1)

Mr. Higgins was employed as Executive Chairman of the Board through December 2015. Fees earned reflect the amount of cash received for the prorated annual retainer of $150,000. See “Summary Compensation Table” for information regarding compensation paid to Mr. Higgins for his employment as Executive Chairman of the Board.

(2)

Fees earned reflect the amount of cash received for the annual retainer, Board and committee meeting feesfees. Fees earned for Mr. Solow reflect a prorated annual retainer of $50,000 for his role as Chairman of the Board. Effective March 30, 2020, Mr. Solow, Mr. Nahl, Mr. Hastings and Mr. Marks resigned from the Board. Upon their exit from the Board, each received a prorated payment of deferred income in the form of cash received in lieu of Deferred Shares.

and shares.

(2)

(3)

Amount represents the grant date fair value as computed in accordance with Accounting Standards Codification Topic 718, relating to the grant of deferred sharesstock options to a directorMr. Marcus and Mr. Simpson in 2015.2020. See Note 711 to the Consolidated Financial Statements in the Company’s 20152020 Annual Report on Form 10-K for the assumptions made in determining the value. Effective May 1, 2015, 13,774 deferred shares were awarded

(3)
As of January 30, 2021, Mr. Reickert, Mr. Marcus and Mr. Simpson each held options to Mr. Hanaka.

purchase 750 shares.

Fiscal Year 2020 Compensation. Cash Compensation. Each Director whoFor the 12 month period ending April 30, 2021, the compensation of each of Mr. Marcus, Mr. Reickert and Mr. Simpson consisted of $10,000 payable in cash, grants of 3,000 restricted shares of our common stock and grants of options to purchase 1,250 shares of our common stock. The grants and cash payments were made on May 3, 2021. The stock options have an exercise price equal to the closing trading
9
price on the date of grant, a ten-year term (subject to earlier termination in the event the director is notno longer serving on the Board), and they will be vest ratably over four years. The compensation of each of Mr. Reickert, Mr. Solow, Mr. Nahl, Mr. Hastings and Mr. Marks consisted of a salaried employeeretainer of $12,500 per annum ($50,000 in the case of Chairman of the Company,Board), with an additional retainer of $15,000 per annum in the case of the Audit Committee chairperson and $5,000 per annum in the case of each other than Mr. Higgins, receives a $12,500 retainer per annumcommittee chairperson, each prorated for the portion of the 12 months ending March 30, 2020, plus a $2,000 attendance fee for each Board meeting attended and a $1,000 attendance fee for each committee meeting attended during the portion of the period ending March 30, 2020, except that the compensation for telephone conference meetings iswas $1,000 and $500 for boardBoard and committee telephone conference meetings, respectively. A committee chairperson receives an additional $5,000 retainer per year and the Audit Committee chairperson receives a $15,000 annual retainer. The Company may, in its discretion, determine to pay all or a portion of any annual retainer in shares of Common Stock in lieu of cash and to make discretionary grants of Common Stock to non-employee Directors from time to time. The Company has not elected to pay the annual retainer in shares or make discretionary grants during the past three years.

Commencing January 1, 2016, Mr. Higgins, as Chairman of the Board, receives a $150,000 retainer per annum.

Additional Compensation.Directors Equity Awards. Currently, each Directordirector is eligible to participate in the Amended and Restated 2005 Long Term Incentive Plan. During the 20152020 fiscal year, no options to purchase 750 Company shares were granted to memberseach of the Board. As of May 13, 2016, Mr. Hanaka, Mr. NahlMarcus and Mr. Marks each held options to purchase 15,000 shares.Simpson.

An initial grant of 15,000 stock options is made to each new non-employee Director. In addition, on or about May 1 of each year, Directors are entitled to receive grants of deferred shares of Common Stock (“Deferred Shares”) under the Amended and Restated 2005 Long Term Incentive Plan representing $80,000 in market value of Common Stock as of the date of grant. The Deferred Shares vest on the date of grant. By December 31 two years prior to the grant year, each Director

10


must elect to either receive cash in lieu of the Deferred Shares, Common Stock with respect to the Deferred Shares upon grant or to defer the receipt of such Common Stock until such person is no longer a Director, except that a cash election could be made only if the Board member held 4x the value of the annual retainer ($50,000) in Common Stock, including Deferred Shares, based on the 120 day average closing price as of the prior December 1st. During the 2015 fiscal year, each non-executive Director received cash in lieu of Deferred Shares, except Mr. Hanaka who received 13,774 shares representing a value of $50,000. The Board of Directors is authorized, in its discretion, to grant additional stock options or Common Stock awards to Directors.

COMPENSATION DISCUSSION AND ANALYSIS

OVERVIEW

Introduction

This section describes the material elements of compensation for the Company’s executive officers identified in the Summary Compensation Table below (who are referred to below as the “named executive officers” or “NEOs”), the process by which such elements are determined and established by the Compensation Committee for the respective individuals and the principles and considerations underlying such determinations.

The compensation decisions for the named executive officers relating to 2015 took into account the Company’s consolidated financial results. Discussions relating to the Company’s consolidated financial results and operating performance for the year are contained in the Management’s Discussion and Analysis section of the Company’s 2015 Annual Report on Form 10-K.

Compensation Objectives and Approach

The objectives of our compensation programs are to attract, motivate, retain and reward executives and employees who will make substantial contributions toward the Company meeting the financial, operational and strategic objectives that we believe will build value for the Company’s shareholders. In an effort to achieve these objectives, the key elements of such programs consist of base salary, annual performance-based cash bonuses and share-based compensation.

Compensation Determination Process and Considerations

Peer Groups and Survey Data

The Compensation Committee evaluates our executive compensation practices and financial performance by reference to a peer group. The peer group is a group of companies which would be considered peers for executive talent purposes and is similar to the Company in terms of size, industry and scope of operations. Due to the limited number of companies directly similar in size, we include companies that are both somewhat smaller and larger than us, particularly companies from which we could recruit executive talent. The Committee periodically reviews the companies comprising the peer group and revises the group as it deems appropriate to reflect applicable changes within the industry.

At the Committee’s request, Compensation Advisor Partners (“CAP”) conducted an executive compensation review to compare our senior executive compensation relative to the peer group with supplemental data from published market surveys. The Committee used this report to evaluate whether the executive compensation levels, including base salary target bonus and long term-incentive awards, are within industry norms and our business strategy.

CAP supplemented data from the peer group with broad-based compensation survey data to develop a comprehensive view of the competitive market. The Committee believes that this use of survey data is an important element of our compensation evaluation. Compensation survey data includes companies comparable to us in terms of size and scale rather than the broader retail industry that influence the competitive market for executive compensation levels.

11

The following is a list of the companies which were used by the Compensation Committee in fiscal 2015 when evaluating our executive compensation:

Books-A-Million Inc

Perfumania Holdings, Inc.

Tilly’s Inc.

Build-A-Bear Workshop Inc.

Shoe Carnival Inc.

Tuesday Morning Corporation

Christopher & Banks Corporation

Speed Commerce, Inc.

Weyco Group Inc.

Hooker Furniture Corp.

Summer Infant, Inc.

Zumiez, Inc.

Kirkland Inc.

While the Compensation Committee does not benchmark NEO compensation to the comparable executive compensation at these peer companies, it does consider general competitiveness of the total compensation of our NEOs compared to similarly situated executive officers. The Compensation Committee generally confirms that total annual compensation for our NEOs, assuming performance-based compensation targets are met but not exceeded, is above the median but below the 75th percentile of total compensation for similarly situated executives at the peer group companies.

The Compensation Committee’s compensation determinations regarding the named executive officers are reviewed by the full Board. Generally, these determinations are made annually and occur at the Compensation Committee’s regular meeting of each fiscal year occurring in April, at which cash bonuses and share-based awards, if any, relating to the named executive officers’ performance during the preceding fiscal year are granted, and any base salary adjustments for the current year are implemented. In preparation for these meetings, the Chief Executive Officer meets with the Compensation Committee Chairman to present his preliminary compensation proposals relating to the named executive officers to be addressed in the April meeting, based on the planned full-year financial results for the Company and its subsidiaries.

The Compensation Committee reviews and approves each element of compensation for the named executive officers. In establishing the levels and components of compensation for the named executive officers, the Compensation Committee, as a threshold matter, evaluates the overall performance of the Company for the year.

Key elements considered in the Compensation Committee’s performance evaluations include corporate performance, the officer’s contributions to such performance and the officer’s other accomplishments for the benefit of the Company during such period. In these evaluations, the Compensation Committee does not apply rigid formulas with respect to amount of compensation paid or the allocation between cash and non cashnon-cash compensation, and reviews long-term financial performance, as well as financial performance for the previous year. Such evaluations also take into account the nature, scope and level of the named executive officer’s responsibilities and the officer’s level of experience, past levels of compensation and changes in such levels, tenure with the Company and other opportunities potentially available to such officer. In addition, the members of the Compensation Committee interact with each of the named executive officers in connection with regular meetings of the Company’s Board, of Directors, which provides the Compensation Committee with an additional basis for evaluating such officer and his performance. Based on all of these general evaluative factors and the additional factors described below, the Compensation Committee makes its assessments and determines the components and levels of compensation for each such officer.

Management meets with members of the Compensation Committee to assist the Compensation Committee in making compensation decisions regarding our named executive officers and also to discuss with the Compensation Committee its recommendations for other executives. We believe that since our management has extensive knowledge regarding our business, they are in a position to provide valuable input. Specifically, our Chief Executive Officer provides input relevant to setting performance goals and certifies to the Compensation Committee the level of achievement of our performance targets under our Executive Officer Bonus Plan and Amended and RestatedThe Trans World Entertainment 2005 Long Term Incentive and Share Award Plan (As Amended and Restated on April 5, 2017) (the “2005 Plan”).

12

Compensation Committee-Assessment of Risk

Each year, the Compensation Committee reviews the Company’s compensation programs to assess risk in the Company’s compensation programs. As part of its consideration, the Compensation Committee considers any potential risks that could arise from the Company’s compensation policies and practices and the extent to which any of those risks would be reasonably likely to have a material adverse effect on the Company. The
11
Compensation Committee considers all facets of the compensation programs, their underlying assumptions, and the objectives those programs were designed to achieve. Some of the factors the Compensation Committee considers to minimize potential risks are the balance between cash and stock awards, the various time framesframe associated with earning of awards (seasonal, annual and multi-year vesting) and the different performance metrics associated with the incentive awards for each of the Company’s businesses and corporate associates. After that review, the Compensation Committee has determined that the Company’s compensation programs for 2015fiscal 2020 did not incentivize its associates, including senior executives, to take unnecessary and excessive risks that could jeopardize the future of the Company and would be adverse to the best interests of its shareholders.

The Company has sought to structure its overall compensation program to contain an appropriate mix of long-term and short-term incentives that balance risk and potential reward in a manner that is appropriate to the circumstances and in the best interest of the Company’s shareholders. In particular, equity-based awards are structured to vest generally over a number of years, which encourages employees to focus on long-term results. Moreover, both annual incentive bonus and performance-based equity awards are subject to discretionary reduction if determined appropriate by the Compensation Committee. The Company believes that these factors reduce any incentive that employees may have to take inappropriate risks. Accordingly, the Company believes that its compensation policies and practices encourage and incentivize the employees to improve results in a disciplined, focused manner, with a view toward long-term success.

Cash Compensation

The Company pays base salaries at levels it believes will attract and retain key employees and ensure that our compensation program is competitive. Base salaries for the named executive officers are established by the Compensation Committee and reviewed by such Compensation Committee for potential adjustment on an annual basis, based on the considerations described in the preceding section. The base salary amounts paid to the named executive officers during the 20152020 fiscal year are shown in the Summary“Summary Compensation Table at page 14.

Table”.

The annual incentive bonus plan, the results of which are shown in the Summary Compensation Table in the Non-Equity Incentive Plan Compensation column, provides for a cash bonus, dependent upon the level of achievement of the stated corporate goals, calculated as a percentage of the officer’s base salary, with higher ranked executive officers being compensated at a higher percentage of base salary. The Compensation Committee approves the target annual incentive award for the Chief Executive Officer and, for each officer below the Chief Executive Officer level, bases the target in part on the Chief Executive Officer’s recommendations. At the target level of bonus for fiscal year 2020, the Chief Executive Officer receives 100%would receive 50% of his base salary and the other NEOs would receive 60%25% of their salary. For the 20152020 fiscal year, the performance goal adopted for annual bonuses was based on Kaspien Inc. achieving adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”) of $8.5$3.0 million. TheSince the Company’s earnings before interest, taxes, depreciationEBITDA achieved the target threshold, Mr. Chopra earned $206,000 under the annual incentive bonus plan. During 2020, as required by his Severance, Retention and amortization were $9.2 million and each NEORestrictive Covenant Agreements with the Company, Mr. Sapienza received his target annual bonus.

a retention bonus of $66,667.

Share-Based Compensation

The Company believes that a component of its officers’ compensation should consist of share-based incentive compensation, which appreciates or depreciates in value in relation to the market price of our Common Stock. Accordingly, the Compensation Committee has in recent years made, and intends in the future to continue to make, grants of share-based awards to the named executive officers and other key employees in such amounts as the Compensation Committee believes will accomplish the objectives of our compensation programs. As discussed below, the holder’s ability to realize any financial benefit from these awards typically requires the fulfillment of substantial vesting

13

requirements that are performance contingency-related in some cases and time-related in others. Accordingly, the Company believes that these awards provide substantial benefit to the Company in creating appropriate performance incentives and in facilitating the long-term retention of employees who add significant value. During fiscal 2015, the Company granted a total 135,000 time vested options to named executive officers in recognition of their performance in fiscal 2014. In addition, Mr. Hoffman was granted 100,000 options and 10,000 restricted stock units upon his hiring.

Retirement and Other Benefits

The Company’s benefits program includes retirement plans401(k) and group insurance plans. The objective of the program is to provide named executive officers with reasonable and competitive levels of protection against the four contingencies (retirement, death, disability and ill health) which could interrupt their employment and/or income received as an active employee. Retirement plans, including the supplemental executive retirement plan, are designed to provide a competitive level of retirement income to named executive officers and to reward them for continued service with the Company. The retirement program consists of a supplemental executive retirement plan and the 401(k) plan. Mr. Eisenberg is the only participant in the supplemental executive retirement plan.

12
The group insurance program consists of life disability and health insurance benefit plans that cover all full-time management and administrative employees and the supplemental long-term disability plan, which covers the named executive officers and other officers.

Other Compensation

The Company continues to maintain modest executive benefits and perquisites for officers; however, the Compensation Committee in its discretion may revise, amend or add to the officer’s executive benefits and perquisites if it deems it advisable. See the Summary Compensation Table for a summary of such benefits.

Deductibility of Compensation Expenses

Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to a public corporation for annual compensation over $1 million for each of its “covered employees” (i.e., the chief executive officer, chief financial officer and certain other current or former executive officers). Prior to the amendment of Section 162(m) in December of 2017, the deductibility of some types of compensation for named executive officers (other than the chief financial officer) depended upon whether the named executive officer’s receipt of compensation was deferred until after the executive terminated employment with the Company or on whether such compensation qualified as “performance-based compensation” under Section 162(m). In general, the exceptions for deferred compensation and performance-based compensation were repealed effective for years beginning after December 31, 2017. The Compensation Committee has generally sought to satisfy the requirements necessary to allow the compensation of its named executive officers who are considered “covered employees” for purposesto be deductible under Section 162(m) of the Internal Revenue Code, but it has retained the discretion to approve compensation that is not deductible under Section 162(m). In making future compensation decisions, the Compensation Committee intends to take into account any available grandfather provisions under the amendments to Section 162(m). However, the Compensation Committee believes that its primary responsibility is to provide a compensation program that will attract, retain and reward the executive talent necessary to the success of the Company. Consequently, the Compensation Committee recognizes that the loss of a tax deduction could be necessary or advisable in some circumstances due to the restrictions of Section 162(m). Qualifying performance based compensation will not be subject to the deduction limit if certain requirements are met. Executive compensation is structured to avoid limitations on deductibility where this result can be achieved consistent with the Company’s compensation goals.

14

Compensation Committee Report

The Compensation Committee reviewed and discussed with management the Compensation Discussion and Analysis section included in this proxy statement. Based on such review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy for filing with the Securities and Exchange Commission.

Compensation Committee of the Board of Directors
Michael Solow, Chairman
Martin Hanaka
Dr. Joseph Morone
Michael Nahl

15

Summary Compensation Table

The following table sets forth information regarding compensation earned by our Chief Executive Officer and Chief Financial Officer and three other most highly compensatedour former Chief Executive Officers:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Name

 

Principal Position

 

Year

 

Salary
($)(1)

 

Bonus
($)

 

Stock
Awards
($)(2)

 

Option
Awards
($)(3)

 

Non-Equity
Incentive Plan
Compensation
($)(4)

 

Change in
Pension Value
($)

 

All Other
Compensation
($)(6)

 

Total
Compensation
($)

 

 

Robert J. Higgins(5)

 

Chairman of the Board

 

 

 

2015

 

 

 

 

646,154

 

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

 

 

 

192,316

 

 

 

 

838,470

 

 

 

 

 

 

 

 

 

2014

 

 

 

 

725,000

 

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

 

 

 

1,443,620

 

 

 

 

193,920

 

 

 

 

2,362,540

 

 

 

 

 

 

 

 

2013

 

 

 

 

800,000

 

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

 

 

 

186,435

 

 

 

 

986,435

 

 

 

Michael Feurer

 

Chief Executive Officer

 

 

 

2015

 

 

 

 

635,000

 

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

 

 

 

635,000

 

 

 

 

—

 

 

 

 

72,551

 

 

 

 

1,342,551

 

 

 

 

 

 

 

 

2014

 

 

 

 

195,385

 

 

 

 

100,000

 

 

 

 

700,000

 

 

 

 

443,022

 

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

 

 

 

1,438,407

 

 

 

John N. Anderson

 

Chief Financial Officer

 

 

 

2015

 

 

 

 

300,000

 

 

 

 

—

 

 

 

 

—

 

 

 

 

142,000

 

 

 

 

85,200

 

 

 

 

—

 

 

 

 

2,538

 

 

 

 

529,738

 

 

 

 

 

 

 

 

2014

 

 

 

 

255,000

 

 

 

 

—

 

 

 

 

—

 

 

 

 

70,350

 

 

 

 

—

 

 

 

 

—

 

 

 

 

2,742

 

 

 

 

328,092

 

 

 

 

 

 

 

 

 

2013

 

 

 

 

235,384

 

 

 

 

36,000

 

 

 

 

—

 

 

 

 

58,164

 

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

 

 

 

329,548

 

 

 

Bruce J. Eisenberg

 

Executive Vice

 

 

 

2015

 

 

 

 

425,000

 

 

 

 

—

 

 

 

 

—

 

 

 

 

50,652

 

 

 

 

30,391

 

 

 

 

—

 

 

 

 

7,705

 

 

 

 

513,748

 

 

 

 

 

President—

 

 

 

2014

 

 

 

 

400,000

 

 

 

 

—

 

 

 

 

—

 

 

 

 

60,375

 

 

 

 

—

 

 

 

 

780,882

 

 

 

 

1,471

 

 

 

 

1,242,728

 

 

 

 

Real Estate

 

 

 

2013

 

 

 

 

403,269

 

 

 

 

—

 

 

 

 

—

 

 

 

 

154,265

 

 

 

 

—

 

 

 

 

214,927

 

 

 

 

—

 

 

 

 

772,461

 

 

 

Scott Hoffman

 

Chief Merchandising

 

 

 

2015

 

 

 

 

199,231

 

 

 

 

—

 

 

 

 

35,300

 

 

 

 

131,910

 

 

 

 

117,115

 

 

 

 

—

 

 

 

 

4,183

 

 

 

 

487,739

 

 

 

 

Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Officer and Executive Vice President – Real Estate (our “named executive officers”) for the fiscal year ended January 30, 2021.
Name
​​
Principal
Position
​​
Year
​​
Salary
($)(1)
​​
Bonus
($)(2)
​​
Stock
Awards
($)
​​
Option
Awards
($)(3)
​​
Non-Equity
Incentive Plan
Compensation
($)(4)
​​
All Other
Compensation
($)(7)
​​
Total
Compensation
($)
Kunal Chopra(5)
​​
Chief Executive Officer
​​
2020
​​
412,000
​​
100,000
​​
—
​​
103,680
​​
106,000
​​
6,144
​​
727,824
Edwin J. Sapienza
​​
Chief Financial Officer
​​
2020
​​
280,000
​​
66,667
​​
—
​​
72,105
​​
—
​​
—
​​
418,772
​​
​​
2019
​​
280,000
​​
233,334
​​
—
​​
—
​​
—
​​
—
​​
513,334
Michael Feurer(6)
​​
Former Chief Executive Officer
​​
2020
​​
248,205
​​
—
​​
—
​​
—
​​
—
​​
745,000
​​
993,205
​​
​​
2019
​​
700,000
​​
—
​​
—
​​
—
​​
—
​​
11,750
​​
711,750
Bruce J. Eisenberg(6)
​​
Former Executive Vice President
​​
2020
​​
105,233
​​
100,000
​​
—
​​
—
​​
—
​​
212,500
​​
417,733
​​
​​
2019
​​
425,000
​​
—
​​
—
​​
17,115
​​
—
​​
—
​​
442,115

(1)

(1)

Salary represents amounts earned during fiscal year.

year ended January 30, 2021.

(2)
For Mr. Chopra, the bonus amount consists of $100,000 guaranteed bonus pursuant to his Offer Letter dated July 5, 2019. For Mr. Sapienza, the bonus amount consists of a $66,667 retention bonus pursuant to his Severance, Retention and Restrictive Covenant Agreement with the Company.
(3)

(2)

Amounts represent the grant date fair value, as computed in accordance with Accounting Standards Codification Topic 718, relating to restricted share units awarded to Mr. Hoffman during fiscal 2015. See Note 6 to the Consolidated Financial Statements in the Company’s 2015 Annual Report on Form 10-K for the assumptions made in determining the value. Effective July 13, 2015, Mr. Hoffman was granted 10,000 restricted stock units.

(3)

Amount represents the grant date fair value as computed in accordance with Accounting Standards Codification Topic 718, relating to the grant of stock options to the named executive officer in 2015.fiscal year 2020. See Note 611 to the Consolidated Financial Statements in the Company’s 20152020 Annual Report on Form 10-K for the assumptions made in determining the value. Effective April 1, 2015,

(4)
For Mr. Anderson was granted 100,000 options. Effective May 15, 2015, Mr. Eisenberg was granted 35,000 options. Effective July 13, 2015, Mr. Hoffman was granted 100,000 options. TheChopra, amount set forthrepresents incentive paid in excess of his guaranteed bonus for achieving the table above does not necessarily reflect the value that will ultimately be realized with respect to the award.

(4)

For the fiscal year 2015, amounts represent cash incentive payouts made to certain named executive officersbonus target for the achievementyear.

(5)
Mr. Chopra joined our subsidiary, Kaspien Inc (fka etailz), on September 3, 2019. He became Chief Executive Officer of the Company’s Earnings Before Interest, Taxes, Depreciation and Amortization Target.

Company on April 9, 2020.

(6)
Mr. Feurer’s employment terminated as of March 30, 2020. Mr. Eisenberg’s employment terminated as of February 28, 2020.
13
(7)

(5)

Effective January 1, 2016, Mr. Higgins became the non-executive Chairman of the Board and is no longer an employee of the Company.

(6)

Includes the following payments made by the Company to the named executive officers:

 

 

 

 

 

 

 

 

 

 

 

Name

 

Year

 

Perquisites
and Other
Personnel
Benefits
($)

 

Insurance
Premiums
($)

 

Company
Contributions to
Retirement and
401(K) Plans
($)

 

Total ($)

Robert J. Higgins(1)

 

 

 

2015

 

 

 

 

36,386

 

 

 

 

150,000

 

 

 

 

5,931

 

 

 

 

192,316

 

 

 

 

 

2014

 

 

 

 

35,516

 

 

 

 

150,000

 

 

 

 

8,404

 

 

 

 

193,920

 

 

 

 

2013

 

 

 

 

33,666

 

 

 

 

150,000

 

 

 

 

2,769

 

 

 

 

186,435

 

Michael Feurer(2)

 

 

 

2015

 

 

 

 

72,551

 

 

 

 

—

 

 

 

 

—

 

 

 

 

72,551

 

 

 

 

2014

 

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

John N. Anderson

 

 

 

2015

 

 

 

 

—

 

 

 

 

—

 

 

 

 

2,538

 

 

 

 

2,538

 

 

 

 

2014

 

 

 

 

—

 

 

 

 

—

 

 

 

 

2,742

 

 

 

 

2,742

 

 

 

 

 

2013

 

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

Bruce J. Eisenberg

 

 

 

2015

 

 

 

 

—

 

 

 

 

—

 

 

 

 

7,705

 

 

 

 

7,705

 

 

 

 

 

2014

 

 

 

 

—

 

 

 

 

—

 

 

 

 

1,471

 

 

 

 

1,471

 

 

 

 

2013

 

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

Scott Hoffman(2)

 

 

 

2015

 

 

 

 

4,183

 

 

 

 

—

 

 

 

 

—

 

 

 

 

4,183

 

(1)

Perquisites for Mr. Higgins during the 2015 fiscal year include club dues ($8,370) and fees paid for a personal assistant ($28,016). The cost of perquisites was determined based on out-of-pocket cost to the Company.

(2)

Perquisites for Mr. Feurer during the 2015 fiscal year represent the reimbursement of moving expenses. Perquisites for Mr. Hoffman during the 2015 fiscal year represent a car allowance.

16

Employment Agreements

Mr. Feurer

On August 27, 2014, the Company entered into an employment agreement with Mr. Feurer pursuant to which Mr. Feurer serves as the Company’s Chief Executive Officer. Mr. Feurer received an initial base salary of $635,000 (“Base Salary”) and received a signing bonus of $100,000. His employment is on an at will basis. For fiscal year 2016, Mr. Feurer will be eligible for an annual bonus under the Company’s bonus plan, with a target of 100% of his Base Salary. He will also receive equity having a fair value of not less than $430,000 for achieving target EBITDA. Fifty percent (50%) of the equity portion will be payable in stock options and 50% will be payable in restricted stock units. For later years, his bonus targets will be determined by the Compensation Committee, after consultation with the Executive, in an amount that provides the Executive with an opportunity to earn total compensation at or above a median total compensation benchmark for the Executive’s position as deemed appropriate by the Compensation Committee.

On his start date, Mr. Feurer was granted options to purchase 300,000 shares of Company common stock, with an exercise price equal to the closing market price of the Company’s common stock on The NASDAQ Stock Market on the start date. 100,000 of such options were vested and exercisable on the start date. The remaining shares will vest ratably over two years, subject to his continued employment on each such date. In addition, Mr. Feurer was granted an award of 200,000 restricted stock units which will vest in four equal installments on each anniversary of the effective date subject to his continued employment on each such date.

Mr. Feurer is eligible to participate in the Company’s group health insurance, group life insurance, and 401(k) plans in accordance with their terms. He was also provided with relocation benefits. Please see the Severance Benefits section below for further information on Mr. Feurer’s severance benefits.

Mr. Feurer also agreed to confidentiality and non-compete covenants.

Mr. Hoffman

On June 8, 2015, the Company entered into an offer letter with Mr. Hoffman pursuant to which Mr. Hoffman serves as the Company’s Chief Merchandising Officer and Senior Vice President of Merchandising. Mr. Hoffman received an initial base salary of $350,000 (“Base Salary”). His employment is on an at will basis. For fiscal year 2015, Mr. Hoffman was eligible for an annual bonus under the Company’s bonus plan, with a target of 60% of his Base Salary, and a guarantee of at least 30% of his Base Salary, pro rated based on his service period. For later years, his bonus targets will be determined by the Compensation Committee.

On his start date, Mr. Hoffman was granted options to purchase 100,000 shares of Company common stock, with an exercise price equal to the closing market price of the Company’s common stock on The NASDAQ Stock Market on the start date. The stock options vest ratably over four years, subject to his continued employment on each such date. In addition, Mr. Hoffman was granted an award of 10,000 restricted stock units which will vest in four equal installments on each anniversary of his start date subject to his continued employment on each such date.

Mr. Hoffman is eligible to participate in the Company’s group health insurance, group life insurance, and 401(k) plans in accordance with their terms. He was also provided with relocation benefits and a car and phone allowance. Please see the Severance Benefits section below for further information on Mr. Hoffman’s severance benefits.

Mr. Hoffman also agreed to confidentiality and non-compete covenants.

17

Grants of Equity and Incentive Plan-Based Awards

The following table provides information with respect to share-based awards granted and annual incentive bonus plan awards, as applicable, to the named executive officers during the year ended January 30, 2016:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Name

 

Grant Date

 

Estimated Future Payouts Under
Non-Equity Incentive Plan Awards(1)

 

All Other Stock
Awards: Number
of Shares of
Stock Units (#)

 

All Other Option
Awards; Number
of Securities
Underlying
Options (#)

 

Exercise or Base
Price of Option
Awards
($/Share)

 

Grant Date Fair
Value of Stock
and Option Awards
($’s)

 

Threshold
($)

 

Target
($)

 

Maximum
($)

Robert J. Higgins

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

Michael Feurer

 

 

 

5/19/2015

 

 

 

 

317,500

 

 

 

 

635,000

 

 

 

 

1,270,000

 

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

John N. Anderson

 

 

 

5/19/2015

 

 

 

 

90,000

 

 

 

 

180,000

 

 

 

 

360,000

 

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

 

 

 

 

4/1/2015

 

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

 

 

 

100,000

 

 

 

$

 

3.72

 

 

 

 

142,000

 

Bruce J. Eisenberg

 

 

 

5/19/2015

 

 

 

 

127,500

 

 

 

 

255,000

 

 

 

 

510,000

 

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

 

 

 

 

5/15/2015

 

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

 

 

 

35,000

 

 

 

$

 

3.88

 

 

 

 

50,652

 

Scott Hoffman

 

 

 

7/13/2015

 

 

 

 

58,558

 

 

 

 

117,115

 

 

 

 

234,230

 

 

 

 

10,000

 

 

 

 

100,000

 

 

 

$

 

3.53

 

 

 

 

131,910

 

(1)

The amounts indicated reflect the possible payouts for the 2015 annual incentive bonus plan. Based on 2015 results, the Company achieved the targeted EBITDA. Therefore, the executives received the target annual bonus.

(2)

Effective January 1, 2016, Mr. Higgins became the non-executive Chairman of the Board and is no longer an employee of the Company.

Name
​​
Year
​​
Perquisites
and Other
Personal
Benefits
($)
​​
Insurance
Premiums
($)
​​
Company
Contributions to
Retirement and
401(K) Plans
($)
​​
Severance
Payments
($)
​​
Total ($)
Kunal Chopra
​​
2020
​​
1,200
​​
—
​​
4,944
​​
—
​​
6,144
Edwin J. Sapienza
​​
2020
​​
—
​​
—
​​
—
​​
—
​​
—
​​
2019
​​
—
​​
—
​​
—
​​
—
​​
—
Mike Feurer
​​
2020
​​
—
​​
—
​​
—
​​
745,000
​​
745,000
​​
2019
​​
11,750
​​
—
​​
—
​​
—
​​
11,750
Bruce Eisenberg
​​
2020
​​
—
​​
—
​​
—
​​
212,500
​​
212,500
​​
2019
​​
—
​​
—
​​
—
​​
—
​​
—

Outstanding Equity Awards at Fiscal Year-End

The table below summarizes the named executive officers’ equity awards that were unvested or unexercised, as applicable, as of January 30, 2016.

 

 

 

 

 

 

 

 

 

 

 

 

 

Name

 

Grant
Date

 

Option Awards

 

Number of
Shares or Units
of Stock That
Have Not
Vested (#)

 

Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable

 

Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable

 

Option
Exercise Price
($)

 

Option
Expiration
Date

Robert J. Higgins(4)

 

 

 

5/1/2006

 

 

 

 

450,000

 

 

 

 

—

 

 

 

 

5.32

 

 

 

 

5/1/2016

 

 

 

 

—

 

Michael Feurer

 

 

 

10/13/2014

(1)

 

 

 

 

200,000

 

 

 

 

100,000

 

 

 

 

3.50

 

 

 

 

10/13/2024

 

 

 

 

150,000

(5)

 

John N. Anderson

 

 

 

5/1/2006

 

 

 

 

4,000

 

 

 

 

—

 

 

 

 

5.32

 

 

 

 

5/1/2016

 

 

 

 

—

 

 

 

 

 

5/1/2007

 

 

 

 

3,800

 

 

 

 

—

 

 

 

 

5.50

 

 

 

 

5/1/2017

 

 

 

 

—

 

 

 

 

3/1/2011

 

 

 

 

20,000

 

 

 

 

—

 

 

 

 

1.73

 

 

 

 

3/1/2021

 

 

 

 

—

 

 

 

 

 

5/7/2012

(2)

 

 

 

 

12,000

 

 

 

 

8,000

 

 

 

 

2.53

 

 

 

 

5/7/2022

 

 

 

 

—

 

 

 

 

6/21/2013

(2)

 

 

 

 

—

 

 

 

 

20,000

 

 

 

 

4.87

 

 

 

 

6/21/2023

 

 

 

 

—

 

 

 

 

 

6/3/2014

(2)

 

 

 

 

—

 

 

 

 

35,000

 

 

 

 

3.36

 

 

 

 

6/21/2023

 

 

 

 

—

 

 

 

 

4/1/2015

(3)

 

 

 

 

25,000

 

 

 

 

75,000

 

 

 

 

3.72

 

 

 

 

4/1/2026

 

 

 

 

—

 

Bruce J. Eisenberg

 

 

 

5/1/2006

 

 

 

 

50,000

 

 

 

 

—

 

 

 

 

5.32

 

 

 

 

5/1/2016

 

 

 

 

—

 

 

 

 

5/1/2007

 

 

 

 

50,000

 

 

 

 

—

 

 

 

 

5.50

 

 

 

 

5/1/2017

 

 

 

 

—

 

 

 

 

 

5/6/2010

 

 

 

 

200,000

 

 

 

 

—

 

 

 

 

2.11

 

 

 

 

5/6/2020

 

 

 

 

—

 

 

 

 

6/21/2013

(2)

 

 

 

 

—

 

 

 

 

50,000

 

 

 

 

4.87

 

 

 

 

6/21/2023

 

 

 

 

—

 

 

 

 

 

6/3/2014

(2)

 

 

 

 

—

 

 

 

 

35,000

 

 

 

 

3.36

 

 

 

 

6/21/2023

 

 

 

 

—

 

 

 

 

5/15/2015

(3)

 

 

 

 

—

 

 

 

 

35,000

 

 

 

 

3.88

 

 

 

 

5/15/2025

 

 

 

 

—

 

Scott Hoffman

 

 

 

7/13/2015

(3)

 

 

 

 

—

 

 

 

 

100,000

 

 

 

 

3.53

 

 

 

 

7/13/2025

 

 

 

 

10,000

(5)

 

(1)

Mr. Feurer’s options vest ratably over two years beginning with 100,000 options vesting at the grant date.

(2)

Mr. Anderson’s and Mr. Eisenberg’s options vest based on service period with 60% vesting after the third year of service and 20% vesting after the each of fourth and fifth year of service.

(3)

Mr. Anderson’s, Mr. Eisenberg’s and Mr. Hoffman’s options vest based on service period ratably over four years.

(4)

Effective January 1, 2016, Mr. Higgins became the non-executive Chairman of the Board and is no longer an employee of the Company.

(5)

Mr. Feurer’s Restricted Stock Units vest ratably over two years. Mr. Hoffman’s Restricted Stock Units vest ratably over four years.

18

Fiscal 2015 Option Exercises and Stock Vested

The following table summarizes options exercised and stock awards that vested during the last completed fiscal year.

 

 

 

 

 

 

 

 

 

Name

 

Option Awards

 

Stock Awards

 

Number of
Shares Acquired
on Exercise
(#)

 

Value Realized on
Exercise
($)

 

Number of
Shares Acquired
on Vesting
(#)

 

Value Realized
on Vesting
($)

Robert J. Higgins

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

Michael Feurer

 

 

 

—

 

 

 

 

—

 

 

 

 

50,000

 

 

 

 

188,000

 

John N. Anderson

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

Bruce J. Eisenberg

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

Scott Hoffman

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

2021.

 
​​
 
​​
Option Awards
​​
 
Name
​​
Grant
Date
​​
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
​​
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
​​
Option
Exercise Price
($)
​​
Option
Expiration
Date
​​
Number of Shares or Units of Stock That Have Not Vested (#)
Kunal Chopra
​​
9/3/2019
​​
5,000
​​
—
​​
3.51
​​
9/3/2029
​​
—
​​
7/22/2020
​​
—
​​
20,000
​​
6.38
​​
7/22/2030
​​
—
Edwin J. Sapienza
​​
3/1/2011
​​
400
​​
—
​​
34.60
​​
3/1/2021
​​
—
​​
5/7/2012
​​
500
​​
—
​​
50.60
​​
5/7/2022
​​
—
​​
6/21/2013
​​
500
​​
—
​​
97.40
​​
6/21/2023
​​
—
​​
6/3/2014
​​
375
​​
—
​​
67.20
​​
6/21/2023
​​
—
​​
4/1/2015
​​
375
​​
—
​​
77.60
​​
4/1/2026
​​
—
​​
5/6/2016
​​
375
​​
—
​​
76.20
​​
5/6/2026
​​
—
​​
5/1/2017
​​
1,250
​​
—
​​
37.00
​​
5/1/2027
​​
—
​​
6/27/2018
​​
1,250
​​
—
​​
19.60
​​
6/27/2028
​​
—
​​
10/23/2018
​​
2,500
​​
—
​​
20.80
​​
10/23/2028
​​
—
​​
11/5/2020
​​
—
​​
8,496
​​
10.75
​​
11/5/2030
​​
—
Pension Benefits

The Company maintains a non-qualified Supplemental Executive Retirement Plan (“SERP”(the “SERP”) for certain former executive officers of the Company. The SERP, which is a nonqualified plan, provides eligible executives defined pension benefits that supplement benefits under other retirement arrangements.arrangement. The annual benefit amount is equal to 50% of the average of the participant’s base compensation for the five years prior to retirement plus the average of the three largest bonus payments for the last five years prior to retirement, to the extent vested. Participants vest 35% after 10 years, 75% after 20 years and 100% upon retirement at age 65 after 20 years of service and retirement atservice. The bonus portion of the benefit vests only if the participant is employed until age of 65. In addition, the benefits become vested in full upon a change in control of the Company prior to the participant’s termination of employment or a termination of employment due to the participant’s death or disability. A change in control as defined under the SERP has not occurred. Additionally, all benefits under the Supplemental Executive Retirement PlanSERP will be forfeited in the event of any of the following: competitive conduct during the 5 years following termination of employment or at any time while in receipt of benefits; solicitation for employment or employment of company employees, in any case during the 5 years following termination or at any time while in receipt of benefits (this clause is(these restrictions are waived in the event of a change in control); disclosure or use of confidential information; or termination for cause. During the 2012 fiscal year, the Compensation Committee of the Board of Directors approved setting Mr. Robert Higgins’ annual benefit to $950,000. Payments are made in equal installments over 20 years. Mr. Eisenberg is the only one of our named executive officers who participated in the SERP during fiscal 2020. As of February 28, 2021, no active employees were participants in the SERP. The Company has established a rabbi trust whose purpose is to be a source of funds to pay benefits to participants in the SERP. The following table illustrates pension benefits accrued under the Supplemental Executive Retirement Plan:

 

 

 

 

 

 

 

 

 

Name

 

Plan Name

 

Number of Years
Credited Service
(#)

 

Present Value of
Accumulated
Benefit
($)(1)

 

Payments
During Last
Fiscal Year
($)

Robert J. Higgins(2)

 

Supplemental Executive
Retirement Plan

 

 

 

43

 

 

 

 

13,847,772

 

 

 

 

—

 

Michael Feurer

 

Supplemental Executive
Retirement Plan

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

John N. Anderson

 

Supplemental Executive
Retirement Plan

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

Bruce J. Eisenberg

 

Supplemental Executive
Retirement Plan

 

 

 

22

 

 

 

 

3,188,432

 

 

 

 

—

 

Scott Hoffman

 

Supplemental Executive
Retirement Plan

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

(1)

The amounts shown in this column are based on the same assumptions used in preparation of the Company’s 2015 Consolidated Financial Statements, which are described in Note 6 to the Company’s 2015 Consolidated Financial Statements.

(2)

Effective January 1, 2016, Mr. Higgins became the non-executive Chairman of the Board and is no longer an employee of the Company.

19

14

Potential Payments Upon Termination or Change of Control

The following table illustrates potential payments upon termination or change of control as of January 30, 2016:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Voluntary
($)

 

Involuntary

 

Death
($)

 

Disability
($)

 

Change in
Control
($)

 

For Cause
($)

 

W/O Cause
($)

Retirement Benefits(1)

 

 

 

 

 

 

 

 

 

 

 

 

Robert J. Higgins(3)

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

Michael Feurer

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

John N. Anderson

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

Bruce Eisenberg

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

 

 

 

1,164,448

 

 

 

 

1,164,448

 

 

 

 

1,164,448

 

Scott Hoffman

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

Equity(2)

 

 

 

 

 

 

 

 

 

 

 

 

Robert J. Higgins(3)

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

Michael Feurer

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

 

 

 

514,000

 

 

 

 

514,000

 

 

 

 

514,000

 

John N. Anderson

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

 

 

 

67,600

 

 

 

 

67,600

 

 

 

 

67,600

 

Bruce Eisenberg

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

 

 

 

103,300

 

 

 

 

103,300

 

 

 

 

103,300

 

Scott Hoffman

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

 

 

 

57,800

 

 

 

 

57,800

 

 

 

 

57,800

 

Severance Benefits

 

 

 

 

 

 

 

 

 

 

 

 

Robert J. Higgins(3)

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

Michael Feurer(4)

 

 

 

—

 

 

 

 

—

 

 

 

 

952,500

 

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

John N. Anderson(5)

 

 

 

—

 

 

 

 

—

 

 

 

 

150,000

 

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

Bruce Eisenberg(5)

 

 

 

—

 

 

 

 

—

 

 

 

 

212,500

 

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

Scott Hoffman(6)

 

 

 

—

 

 

 

 

—

 

 

 

 

262,500

 

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

Health and Welfare Benefits(7)

 

 

 

 

 

 

 

 

 

 

 

 

Robert J. Higgins(3)

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

Michael Feurer

 

 

 

—

 

 

 

 

—

 

 

 

 

25,130

 

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

John N. Anderson

 

 

 

—

 

 

 

 

—

 

 

 

 

8,377

 

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

Bruce Eisenberg

 

 

 

—

 

 

 

 

—

 

 

 

 

8,377

 

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

Scott Hoffman

 

 

 

—

 

 

 

 

—

 

 

 

 

12,565

 

 

 

 

—

 

 

 

 

—

 

 

 

 

—

 

(1)

Under provisions of the Trans World Entertainment Supplemental Executive Retirement Plan, a participant would be fully vested in their pension benefit in the event of death, disability or a change in control of the Company. The estimated present value of the accelerated vesting due to the death, disability or change in control provisions as presented are as of January 30, 2016. Additionally, all benefits under the Supplemental Executive Retirement Plan will be forfeited in the event of any of the following: competitive conduct during the 5 years following termination of employment or at any time while in receipt of benefits; solicitation for employment or employment of company employees during the 5 years following termination or at any time while in receipt of benefits (this clause is waived in the event of a change in control); disclosure of confidential information; or termination for cause.

(2)

Value as of January 30, 2016 of unvested equity awards. These awards vest pursuant the terms of the 2005 Long Term Incentive Plan and applicable award agreement.

(3)

Effective January 1, 2016, Mr. Higgins become the non-executive Chairman of the Board and is no longer an employee of the Company.

(4)

Severance provisions as provided by Mr. Feurer’s employment agreement, as described below.

(5)

Severance provisions as provided by the Company’s severance guidelines, as described below.

(6)

Severance provisions as provided by Mr. Hoffman’s offer letter, as described below.

(7)

Anticipated costs of continuing life insurance, disability, medical, dental and hospitalization benefits for estimated severance period.

Severance Benefits

Agreement with Mr. Feurer

The employment agreementChopra

On July 5, 2019 we entered into betweenan offer letter with Mr. Chopra. The offer letter provides that if his employment is terminated by the Company and Mr. Feurer provides severancewithout cause or other benefits upon a termination of employment or a change in control.

Mr. Feurer’s employment agreement provides that, in the event of his termination by him for good reason of death or disability (as those terms are defined in the agreement)agreements), the executive shallMr. Chopra will be entitled to receive earned

20

but unpaid base salary and payment for accrued but unused vacation. Mr. Feurer also shall be entitled to any benefits mandated under the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) or required underfollowing: (i) the terms of any death, insurance, or retirement plan, program, or agreement provided by the Employer and to which the Mr. Feurer is a party or in which he is a participant.

In the event of his termination by the Company for cause (as defined in the agreement) or by the executive for any reason other than good reason (as defined in the agreement), the Company’s remaining obligations under the agreement shall terminate.

In the event of his termination by the Company for any reason other than cause, death or disability or by the executive for good reason, Mr. Feurer shall be entitled to receive: (i) earned but unpaid base salary and accrued but unused vacation; and (ii) continuation of his base salary for 18 months.

Mr. Hoffman

The offer letter entered into betweena period of six (6) months from the date of termination, (ii) any unpaid portion of his retention bonus, (iii) any unpaid annual bonus that was earned (as determined by the Board in accordance with the applicable annual bonus plan) for the year preceding the year in which termination occurs, and (iv) payment for health insurance coverage for up to six months following termination at the same rate as the Company pays for health insurance coverage for its active employees (with the executive required to pay for any employee-paid portion of such coverage). Payment of these amounts is contingent on the executive signing (and not revoking within any statutory revocation period) a release of claims reasonably acceptable to the Company.

The agreement also includes restrictive covenants under which Mr. Chopra agrees to confidentiality provisions, non-competition that applies for 6 months and Mr. Hoffman provides severance or other benefits upon anon-solicitation covenants that apply for two years after any termination of employment, orand certain non-disparagement and cooperation covenants.
Agreement with Mr. Sapienza
On February 26, 2019 we entered into a changeSeverance, Retention and Restrictive Covenant Agreement with Mr. Sapienza. The Severance, Retention and Restrictive Covenant Agreements provided for a retention bonus payable to Mr. Sapienza in control. In the eventamount of $200,000. One third of his retention bonus was paid to him on each of June 1, 2019, October 1, 2019, and March 1, 2020.
The Severance, Retention and Restrictive Covenant Agreement also provides that if his employment is terminated by the Company other thanwithout cause or by him for cause, with good reason or due to death or disability, and subject to signing a severance agreement containing a general release of all claims(as those terms are defined in a form prepared by the Company,agreements), Mr. Hoffman shallSapienza will be entitled to:to the following: (i) the continuation of his base salary throughfor a period of six (6) months from the date of termination, (ii) any unpaid portion of his retention bonus, (iii) any unpaid annual bonus that was earned (as determined by the Board in accordance with the applicable annual bonus plan) for the year preceding the year in which termination occurs, and (ii) salary continuation(iv) payment for a period of nine (9) months (which shall be decreasedhealth insurance coverage for up to six (6) months if suchfollowing termination is after July 13, 2016.

The Company has severance guidelines that are applicable to Officers, includingat the named executive officers, who are not party to an employment agreement or an offer letter. Under those guidelines, which are subject to review and amendment by the Committee from time to time, an Officer whose employment is terminated bysame rate as the Company as a resultpays for health insurance coverage for its active employees (with the executive required to pay for any employee-paid portion of a reduction in force, position elimination or a failure to keep pace withsuch coverage). Payment of these amounts is contingent on the strategic demands of his or her position and who executesexecutive signing (and not revoking within any statutory revocation period) a release inof claims reasonably acceptable to the form requested byCompany.

The agreement also includes restrictive covenants under which Mr. Sapienza agrees to confidentiality provisions, non-competition and non-solicitation covenants that apply for six months after any termination of employment, and certain non-disparagement and cooperation covenants.
Equity Award Provisions
Pursuant to the Company is generally entitled to continue to receive one weekterms of salary continuation,our 2005 Long Term Incentive and continued participation in other benefit plans, for each year of service, with a minimum of 13 weeksShare Award Plan and a maximum of 26 weeks for Vice President level officers.

In addition,applicable award agreements, unvested equity awards vest upon death, disability or a change of control of the Company. All outstanding equity awards fully vested upon the sale of substantially all of the assets and certain of the liabilities relating to fye on February 20, 2020.

CEO Pay Ratio
The Dodd–Frank Wall Street Reform and Consumer Protection Act requires companies to disclose the pay ratio of their Chief Executive Officer to their median employee. We identified our median employee taking into account all full-time, part-time, seasonal and temporary employees.
To identify the median employee from the Company’s employee population, we compared the amount of salary and wages paid to employees as reflected in payroll records for the 2020 calendar year as reported to the Internal Revenue Service on Form W-2 who were employed on January 30, 2021, excluding Mr. Chopra. We annualized compensation for employees hired in 2020 and employees who took an unpaid leave of absence during the year, but we did not annualize compensation for part-time or temporary employees. No cost-of-living adjustments were made in identifying the median employee.
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The 2020 annual total compensation of our Chief Executive Officer was $727,824, and the 2020 annual total compensation for the median employee was $47,962. The resulting ratio of our Chief Executive Officer’s pay to the pay of our median employee for fiscal year 2020 is 15.2 to 1.
RELATED PARTY TRANSACTIONS
Directors Jonathan Marcus, Thomas Simpson, and Michael Reickert are the chief executive officer of Alimco Re Ltd. (“Alimco”), the managing member of Kick-Start III, LLC and Kick-Start IV, LLC (“Kick-Start”), and a trustee of the Robert J. Higgins TWMC Trust (the “Trust”), an affiliate of RJHDC, LLC (“RJHDC” and together with Alimco and Kick-Start, “Related Party Entities”), respectively. The Related Party Entities are parties to the following agreements with the Company entered into on March 30, 2020:
Subordinated Loan and Security Agreement, pursuant to which the Related Party Entities made a $5.2 million secured term loan ($2.7 million from Alimco, $0.5 million from Kick-Start, and $2.0 million from RJHDC) to etailz with a scheduled maturity date of May 22, 2023, interest accruing at the rate of twelve percent (12%) per annum and compounded on the last day of each calendar quarter by becoming a part of the principal amount, and secured by a second priority security interest in substantially all of the assets of the Company and etailz;
Common Stock Purchase Warrants (“Warrants”), pursuant to which the Company issued warrants to purchase up to 244,532 shares of Common Stock to the Related Party Entities (127,208 shares for Alimco, 23,401 shares for Kick-Start, and 93,923 shares for RJHDC), subject to adjustment in accordance with the terms of the 2005 Long Term Incentive Plan and applicable award agreements.

RELATED PARTY TRANSACTIONS

The Company leases its 181,300 square foot distribution center/office facility in Albany, New YorkWarrants, at an exercise price of $0.01 per share. As of May 19, 2021, 7,539 Warrants remained outstanding;

Contingent Value Rights Agreement (the “CVR Agreement”), pursuant to which the Related Party Entities received contingent value rights (“CVRs”) representing the contractual right to receive cash payments from a company controlled by Robert J. Higgins, its Chairman and largest shareholder. The original distribution center/office facility was occupied in 1985. On December 4, 2015, the Company amendedin an amount equal, in the aggregate, to 19.9% of the proceeds (10.35% for Alimco, 1.90% for Kick-Start, and restated the lease. The lease commenced January 1, 2016 and expires December 31, 2020.

Under the three original capital leases, dated April 1, 1985, November 1, 1989 and September 1, 1998,7.64% for RJHDC) received by the Company paidin respect of certain intercompany indebtedness owing to it by our subsidiary, Kaspien Inc (fka etailz) and/or its equity interest in our subsidiary, Kaspien Inc (fka etailz); and

Voting Agreement (the “Voting Agreement”), pursuant to which the Related Party Entities, the Trust, Mr. Higgins an annual rentSimpson and their respective related entities agreed to how their respective shares of $2.1 million in fiscal 2015. Under the new lease, accounted for as an operating lease,Company’s capital stock held by the parties (i) were voted with respect to amending the Articles of Incorporation of the Company paid Mr. Higgins $103 thousand in fiscal 2015. Underto set the termssize of the lease agreements,Board of Directors of the Company is responsible for property taxesat three directors, (ii) were and other operating costswill be voted with respect to the premises.

designation, election, removal, and replacement of members of the Board and (iii) would have been voted on a Sale of the Company (as defined in the Voting Agreement) with respect to which there was a shareholder vote or some other action to take place during the ninety (90) days immediately following the date of the Voting Agreement. Pursuant to the Voting Agreement, Messrs. Marcus and Simpson were appointed as directors of the Company, and Mr. Reickert, a trustee of the Trust, remained as a director of the Company. Mr. Subin was also granted board observer rights.

The Board has assigned responsibility for reviewing related party transactions to its Audit Committee. The Audit Committee has adopted a written policy pursuant to which all transactions between the Company or its subsidiaries and any Director or Officer of any affiliate of a Director or Officer must be submitted to the Audit Committee for consideration prior to the consummation of the transaction. The transaction will then be evaluated by the Audit Committee to determine if the transaction is in the Company’s best interests and whether, in the Committee’s judgment, the terms of such transaction are at least as beneficial to us as the terms we could obtain in a similar transaction with an independent third party. In order to meet these standards, the Committee may conduct a competitive bidding process,

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secure independent consulting advice, engage in its own fact-finding, or pursue such other investigation and fact-finding initiatives as may be necessary and appropriate in the Committee’s judgment. The Audit Committee reports to the Board, for its review, on all related party transactions considered. The transactions that were entered into with an “interested Director” were approved by a majority of disinterested Directors of the Board of Directors, either by the Audit Committee or at a meeting of the Board of Directors.

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DELINQUENT SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

REPORTS

Section 16(a) of the Securities Exchange Act of 1934 generally requires the Company’s Directors, executive officers and persons who own more than ten percent of the registered class of the Company’s equity securities to file reports of beneficial ownership and changes in beneficial ownership with the Securities and Exchange Commission. Based solely upon its review of the copies ofreports filed by such reports received by it,persons during the last fiscal year, or upon written representations obtained from certain reporting persons, the Company believes that all Section 16(a) filing requirements applicable to its officers, Directors, and greater than ten percent shareholders were complied with.

with, except for four transactions not reported on a timely basis by Tom Simpson on a Form 4 upon the exercise of Warrants by entities controlled by Mr. Simpson on November 25, 2020, and which were subsequently reported on the Form 5 filed by Mr. Simpson on March 8, 2021, for the 2020 fiscal year.

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REPORT OF THE AUDIT COMMITTEE

The Audit Committee reviews the Company’s financial reporting process on behalf of the Board of Directors and monitors the Company’s efforts to comply with certain aspects of the Sarbanes-Oxley Act of 2002. The Audit Committee of the Board has reviewed and discussed the Company’s audited financial statements with the Company’s Management and its independent accountants KPMG LLP.the fiscal year ending January 30, 2021, Fruci & Associates II, PLLC (“Fruci”). Management is responsible for the financial statements and the underlying financial reporting processes, including the system of internal controls. The Audit Committee has discussed with KPMG LLPFruci the matters required to be discussed under professional standards. The Audit Committee also has received the written disclosures and the letter from the independent accountants required by applicable standards of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence and has discussed with KPMG LLPFruci the independence of such independent accounting firm. The Committee has also considered whether the independent accountants’ other non-audit services to the Company areis compatible with the accountants’ independence.

The Audit Committee also discussed with the Company’s internal auditors and with KPMG LLPFruci the overall scope and plans for their respective audits. The Audit Committee meets periodically with the Company’s internal auditors and with KPMG LLP,Fruci, with and without management present, to discuss the results of their examinations, the evaluation of the Company’s internal controls and the overall quality and transparency of the Company’s financial reporting. Based on its review and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements for the fiscal year ended January 30, 20162021 be included in the Company’s Annual Report on Form 10-K for the Company’s fiscal year ended January 30, 2016.

2021.

Audit Committee of the Board of Directors
Robert Marks
Jonathan Marcus (Chairman)
Dr. Joseph Morone
W. Michael Nahl

22

Reickert

Tom Simpson
Item 2.  OTHER MATTERS

Other Items. Management knowsRatification of no other items or matters that are expected to be presented for consideration atIndependent Registered Public Accounting Firm

The Audit Committee has appointed Fruci & Associates II, PLLC (“Fruci”) as the meeting. However, if other matters properly come after May 27, 2016, the persons named in the accompanying proxy intend to vote thereon in their discretion.

Proxy Solicitation. The Company will bear the cost of the meeting and the cost of soliciting proxies, including the cost of mailing the proxy materials. In addition to solicitation by mail, Directors, officers, and regular employees of the Company (none of whom will be specifically compensated for such services) may solicit proxies by telephone or otherwise. Arrangements will be made with brokerage houses and other custodians, nominees, and fiduciaries to forward proxies and proxy materials to their principals, and the Company will reimburse them for their ordinary and necessary expenses.

Independent Accountants. The Board of Directors currently intends to select KPMG LLP as independent accountantsregistered public accounting firm for the Company for the fiscal year ending January 28, 2017. KPMG LLP has acted as accountants for the Company since 1994, when it purchased the Albany practice of Ernst & Young, the Company’s accountants since 1985.29, 2022. Representatives of KPMG LLPFruci will be present at the Annual Meeting and available to make statements to and respond to appropriate questions of shareholders.

The appointment of independent accountants by the Audit Committee is approvedratified annually by the Board of Directors. The decision of the Board is based on the recommendation of the Audit Committee, which reviews and approves in advance the audit scope, the types of non-audit services, and the estimated fees for the coming year. The Audit Committee also reviews and approves non-audit services to ensure that they will not impair the independence of the accountants.

Before appointing Fruci and making its recommendation to the Board forthat it ratify the appointment of KPMG LLP,Fruci, the Audit Committee carefully considered thatthe firm’s qualifications as an independent accountants for the Company.registered public accounting firm. This included a review of its performance in prior years, as well as its reputation for integrity and competence in the fields of accounting and auditing. The Audit Committee’s review included inquiry concerning any litigation involving KPMG LLPFruci and any proceedings by the Securities and Exchange Commission against the firm. The following
Prior to Fruci’s appointment, KPMG LLP acted as accountants for the Company since 1994, when it purchased the Albany practice of Ernst & Young, the Company’s accountants since 1985. Set forth below is a description of the fees billed to the Company by Fruci for fiscal year 2020 and KPMG LLP for fiscal years 20152020 and 2014.

2019.

The shareholders’ ratification of the appointment of Fruci will not impact the Audit Committee’s responsibility pursuant to its charter, to appoint, replace and discharge the independent auditors. In the event the shareholders fail to ratify this selection, the matter of the selection of independent auditors will be reconsidered by the Audit Committee.
We are not required to submit the appointment of Fruci for ratification by our shareholders. However, we are doing so as a matter of good corporate practice. If the shareholders do not ratify the appointment of Fruci, the Audit Committee may reconsider its decision. In any case, our Audit Committee may, in its discretion,
18
appoint a new independent registered public accounting firm at any time during the year if it believes that such change would be in the Company’s best interest and the best interest of our shareholders.
The affirmative votes of the majority of the Company’s outstanding Common Stock present in person or by proxy is required to ratify the appointment of the independent registered accounting firm. Unless otherwise instructed, the proxy holder will vote the proxies received by him “FOR” the ratification of Fruci as the Company’s independent registered public accounting firm for the fiscal year ending January 29, 2022.
The Board of Directors recommends a vote FOR the ratification of Fruci as the Company’s independent registered public accounting firm for the fiscal year ending January 29, 2022.
Fees Paid to Independent Public Accounting Firms
Audit Fees.Audit fees include fees paid by the Company to KPMG LLPFruci in connection with the annual audit of the Company’s consolidated financial statements and KPMG LLP’sFruci’s review of the Company’s interim financial statements. Audit fees also include fees for services performed by KPMG LLPFruci that are closely related to the audit and in many cases could only be provided by an independent accountants.public accounting firm. Such services include comfort letters related to SEC registration statements and certain reports relating to the Company’s regulatory filings. The aggregate fees billed to the Company by KPMG LLPFruci for audit services rendered to the Company and its subsidiaries for fiscal years 2015 and 20142020 totaled $460,000 and $461,600, respectively.

Audit-Related Fees. Audit related services include$175,000. During fiscal 2019, KPMG, LLC (“KPMG”) provided audit services relatedservice to employee benefit plan audits.the Company. The aggregate fees billed to the Company by KPMG LLP for audit related services rendered to the Company and its subsidiaries were $20,500 and $20,000 for fiscal years 2015 and 2014, respectively.2019 totaled $1.0 million.

Audit-Related Fees. There were no audit-related fees paid to Fruci in fiscal year 2020. During fiscal year 2019, aggregate fees billed to the Company by KPMG for audit-related services totaled $22,500.
Other Fees. There were no other fees paid to Fruci in fiscal year 2020.
Tax fees.Fees. Tax fees include corporate tax compliance and counsel and advisory services. SAXBST LLC was the Company’s primary tax advisor in fiscal year 2015.2020. During 2020, the Company paid KPMG didn’t receive any fees$60,000 for tax services in the last two years.advisory fees.

Each year, the Company reviews its existing practices regarding the use of its independent accountants to provide non-audit and consulting services to ensure compliance with recent SEC proposals. The Company has a policy which provides that the Company’s independent accountantspublic accounting firm may provide certain non-audit services which do not impair the accountants’firm’s independence. In that regard, the Audit Committee must pre-approve all audit services and non-audit services provided to the Company, as well as non-audit services provided by the Company’s independent accountants.Company. This policy is administered by the Company’s senior financial management, which reports throughout the year to the Audit Committee.

23

OTHER MATTERS
Other Items. Management knows of no other items or matters that are expected to be presented for consideration at the meeting.
Proxy Solicitation. The Company will bear the cost of the meeting and the cost of soliciting proxies, including the cost of mailing the Notice and any requested proxy materials and Annual Reports. In addition to solicitation by mail, Directors, officers, and regular employees of the Company (none of whom will be specifically compensated for such services) will solicit proxies by telephone or otherwise. Arrangements will be made with brokerage houses and other custodians, nominees, and fiduciaries to forward proxies and proxy materials to their principals, and the Company will reimburse them for their ordinary and necessary expenses.
Financial Statements. The Company’s 20152020 Annual Report to Shareholders (which does not form a part of the proxy solicitation material), including financial statements for the fiscal year ended January 30, 2016, is being sent concurrently to shareholders. If you have not received or had access to2021, and this Proxy Statement are posted on our website at www.kspn.comand are available from the 2015 Annual Report to Shareholders, youSEC at its website at www.sec.gov. You may also request a copy by writing to: Trans World Entertainment Corporation,Kaspien Holdings Inc., Attention: Treasurer, 38 Corporate Circle, Albany, NY 12203,2818 N. Sullivan Road, Suite 130, Spokane Valley, WA 99216, and a copy will be sent to you free of charge.

19
SUBMISSION OF SHAREHOLDER PROPOSALS

Shareholders of the Company wishing to include proposals in the proxy material relating to the Annual Meeting of the Company to be held in 20172022 must submit the same in writing so as to be received at the executive offices of the Company on or before January 27, 2017.February 1, 2022. Such proposals must also meet the other requirements of the rules of the Securities and Exchange Commission relating to shareholder proposals. Proposals should be addressed to Edwin J. Sapienza, Secretary, Trans World Entertainment Corporation, 38 Corporate Circle, Albany, NY 12203. No such proposals were received with respect to the Annual Meeting scheduled for July 6, 2016.

Kaspien Holdings Inc., 2818 N. Sullivan Road, Suite 130, Spokane Valley, WA 99216.

For any proposal that is not submitted for inclusion in next year’s proxy statement (as described in the preceding paragraph) but is instead sought to be presented directly at next year’s annual general meeting, the rules of the SEC permit management to vote proxies in its discretion if we do not receive notice of the proposal on or before May 2, 2016.the deadline for advance notice set forth in our Bylaws as described below.
Our Bylaws provide that any shareholder desiring to make a proposal or nominate a director at an annual meeting must provide written notice of such proposal or nomination to the Secretary of the Company not later than April 24, 2022 nor earlier than March 25, 2022; provided, that if the date of the 2022 annual meeting is advanced by more than thirty days from the one year anniversary of this Annual Meeting, notice to be timely must be received not earlier than the 90th day prior to the 2022 annual meeting and not later than the close of business on the later of (1) the 60th day prior to the 2022 annual meeting or (2) the 10th day following the date on which notice of the date of the 2022 annual meeting was mailed or public disclosure thereof was made, whichever first occurs. Any such proposal or nomination must include the information required under our Bylaws with respect to each proposal or nomination and the shareholder making such proposal or nomination. Notices of intention to present proposals at next year’s annual general meeting should be addressed to Edwin J. Sapienza, Secretary, Trans World Entertainment, 38 Corporate Circle, Albany, NY 12203.

Kaspien Holdings Inc., 2818 N. Sullivan Road, Suite 130, Spokane Valley, WA 99216.

By Order of the Board of Directors,


Edwin J. Sapienza,
Secretary

May 27, 2016

24

June 1, 2021
20

APPENDIX A

TRANS WORLD ENTERTAINMENT CORPORATION

KASPIEN HOLDINGS INC.

CHARTER OF THE COMPENSATIONAUDIT COMMITTEE

OF THE

BOARD OF DIRECTORS

A.Formation of the Compensation Committee

1.
FORMATION OF THE AUDIT COMMITTEE
There shall be a committee of the Board of Directors (the “Board”) of Trans World Entertainment Corporation,Kaspien Holdings Inc., a New York corporation (the “Company”), to be known as the “Compensation“Audit Committee” (the “Committee”). The Committee shall be composed of directors who are independent of the management of the Company and are free of any relationship that, in the opinion of the Board, would interfere with the exercise of independent judgment as a committee member. Without limiting the generality of the preceding sentence, the directors appointed to the Committee shall satisfy (i) the independence criteria of the NASDAQ Stock Market and (ii) the applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”), and shall not be an “affiliated person” of the issuer or any subsidiary as defined under the Sarbanes-Oxley Act of 2002. In determining whether a director is eligible to serve on the Committee, the Board shall also consider whether the director is affiliated with the Company, a subsidiary of the Company or an affiliate of a subsidiary of the Company to determine whether such affiliation would impair the director’s judgment as a member of the Committee. In addition, if deemed appropriate from time to time, each director appointed to the Committee shall meet the definition of “non-employee director” under Rule 16b-3 under the Securities Exchange Act of 1934, and “outside director” for purposes of Section 162(m) of the Internal Revenue Code of 1986. Committee members shall not accept directly or indirectly any consulting, advisory or other compensatory fee from the Company or any subsidiary thereof. The Committee shall consist of no fewer than three independent directors, for a term of appointment at the discretion of the Board, considering the recommendation of the Nominating & Governance Committee, and further considering the views of the Chairman of the Board and the Chief Executive Officer (the “CEO”), as appropriate., usually for one year. The members of the Committee shall serve until their successors are appointed and qualify, and shall designate the Chairman of the Committee. The Board shall have the power at any time to change the membership of the Committee and to fill vacancies in it, subject to such new member(s) satisfying the above requirements and any other corporate legislation in effect at that time. Except as expressly provided in this Charter or the by-laws of the Company, the Committee shall fix its own rules of procedure.

B.Responsibilities of the Committee

The Committee shall:

(a)

discharge the Board’s responsibilities relating to compensation of the Company’s executives (including the CEO and all other executive officers, as defined under Section 16 of the Securities Exchange Act of 1934, and related rules) and

(b)

prepare an annual report on executive compensation for inclusion in the Company’s proxy statement in accordance with applicable rules and regulations.

C.Duties of the Committee

In carrying out its responsibilities, the Committee shall:

Review and approve all executive compensation. The Committee shall review and approve corporate goals and objectives relevant to all executive officer compensation, evaluate each executive officer’s performance in light of those goals and objectives, and set the executive compensation level based on this evaluation. In determining the long-term incentive component of executive officers compensation, the Committee should consider the Company’s performance and relative shareholder return, the value of similar incentive awards to executive officers at comparable companies, and the

A-1

awards given to the Company’s executive officers in past years. The Company’s CEO may not be present during any deliberations or voting regarding his or her compensation.

Conduct an Annual Review. The Committee shall annually review and make recommendations to the Board with respect to the compensation of all officers and other key executives.

Make Recommendations to the Board. The Committee shall make recommendations to the Board with respect to incentive compensation plans and equity-based plans.

Have sole authority to retain and oversee external advisors. The Committee shall have the sole authority to appoint, retain, oversee and terminate any internal or outside legal counsel, external auditor, accountants, financial consultant and other advisors (each a “compensation advisor”) as it determines necessary or appropriate to assist in the execution of its duties and responsibilities set forth in this charter, including the evaluation of director, Chief Executive Officer and senior executive compensation. The Committee shall have sole authority to approve the compensation advisor’s compensation, fees and other retention terms. The Company shall provide appropriate funding, as determined by the Committee, for the payment of reasonable compensation to compensation advisers retained by the Committee.

Have sole authority in the selection of external advisors. The Committee may select, or receive advice from, any compensation adviser it prefers, including ones that are not independent. However, the Committee may select, or receive advice from, a compensation adviser other than in-house legal counsel, only after taking into consideration the following six independence factors:

(i)

The provision of other services to the Company by the person that employs the compensation consultant, legal counsel or other adviser;

(ii)

The amount of fees received from the Company by the person that employs the compensation consultant, legal counsel or other adviser, as a percentage of the total revenue of the person that employs the compensation consultant, legal counsel or other adviser;

(iii)

The policies and procedures of the person that employs the compensation consultant, legal counsel or other adviser that are designed to prevent conflicts of interest;

(iv)

Any business or personal relationship of the compensation consultant, legal counsel or other adviser with a member of the Committee;

(v)

Any stock of the Company owned by the compensation consultant, legal counsel or other adviser; and

(vi)

Any business or personal relationship of the compensation consultant, legal counsel, other adviser or the person employing the adviser with an executive officer of the Company.

Notwithstanding the foregoing, the Committee is not required to conduct an independence assessment for a compensation adviser that acts in a role limited to the following activities for which no disclosure is required under the requirements of the SEC: (a) consulting on any broad-based plan that does not discriminate in scope, terms, or operation, in favor of executive officers or directors of the Company, and that is available generally to all salaried employees; and/or (b) providing information that either is not customized for a particular issuer or that is customized based on parameters that are not developed by the adviser, and about which the adviser does not provide advice.

For the avoidance of doubt, the Committee is not required to implement or act consistently with the advice or recommendations of any compensation adviser to the Committee. The retention of any outside advisers shall not affect the ability or obligation of the Committee to exercise its own judgment in fulfillment of its duties.

Administer awards and incentives. The Committee shall adopt, administer, approve and ratify awards under incentive compensation and stock plans, including amendments to the awards made under any such plans, and review and monitor awards under such plans.

Make periodic reports. The Committee shall make periodic reports to the Board.

A-2

Review the Charter. The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.

Review Committee performance. The Committee shall annually review its own performance.

Delegation of authority. The Committee may form and delegate authority to subcommittees when appropriate.

Review overall compensation for officer employees. The Committee shall review the overall compensation structure of the Company to determine that it establishes appropriate incentives for officer employees at all levels. All incentives, while industry-dependent and different for different categories of officers should further the Company’s long-term strategic plan and be consistent with the culture of the Company and the overall goal of enhancing shareholder value.

April 2013

A-3

APPENDIX B

TRANS WORLD ENTERTAINMENT CORPORATION
CHARTER OF THE NOMINATING AND CORPORATE GOVERNANCE
COMMITTEE OF THE
BOARD OF DIRECTORS

A.Formation of the Nominating and Corporate Governance Committee

There shall be a committee of the Board of Directors (the “Board”) of Trans World Entertainment Corporation, a New York corporation (the “Company”), to be known as the “Nominating and Corporate Governance Committee” (the “Committee”). The Committee shall be composed of directors who are independent of the management of the Company and are free of any relationship that, in the opinion of the Board, would interfere with the exercise of independent judgment as a Committee member. Without limiting the generality of the preceding sentence, the directors appointed to the Committee shall satisfy the independence requirements of the NASDAQ National Market and shall not be an affiliated person of the issuer or any subsidiary as defined under the Sarbanes-Oxley Act of 2002. The Committee shall consist of no fewer than three independent directors, for a term of appointment at the discretion of the Board of Directors, considering the views of the Chairman of the Board and the Chief Executive Officer, as appropriate, usually for one year. TheCompensation paid to a director, directly or indirectly, by the Company, other than compensation for board and committee services, regardless of the amount is prohibited. All members of the Committee shall serve untilhave a working familiarity with basic finance and accounting practices, including the ability to read and understand financial statements at the time of their successors are appointedappointment, and qualify, and shall designate the Chairman of the Committee. The Board shall have the power at any time to change the membershipleast one member of the Committee shall have accounting or related financial management experience, such that they would be considered a “financial expert” under applicable SEC rules. The Committee shall meet regularly at least four times annually, and special meetings may be called as circumstances require. The Committee will meet annually with management, the director of the internal audit function and the independent accountants in separate executive sessions. In addition, the Committee, will meet with the independent accountants and management quarterly to fill vacancies in it, subject to such new member(s) satisfyingreview the above requirementsCompany’s financials and public filings. The Company shall provide for appropriate funding, as determined by the Committee, for the performance of its duties, including compensation for the Company’s independent auditors and any other corporate legislation in effect at that time. independent counsel and advisors retained by the Committee.

2.
RESPONSIBILITIES OF THE COMMITTEE
The Committee may formshall assist the corporate directors in fulfilling their responsibility to the Company’s shareholders, potential shareholders and delegate authoritythe investment community, with specific attention to subcommittees when appropriate,the Company’s accounting function, its SEC and shall meet as necessary, but at least once each year, in orderNASDAQ reporting practices, and the quality and integrity of the Company’s system of internal and disclosure controls regarding finance, accounting, legal compliance and ethics. It is the responsibility of the Audit Committee to enable itmaintain free and open means of communication among the corporate directors, the independent auditors, the internal auditor (if any), general counsel and outside counsel to fulfill its responsibilities and duties as set forth herein. Except as expressly provided in this Charter, the by-laws of the Company, and any applicable corporate governance guidelinesthe financial management of the Company,Company.
3.
DUTIES OF THE COMMITTEE
In carrying out its responsibilities, the Committee shall fix its own rulesshall:
1.
Review the Charter. Review this charter periodically, at least annually, and update it as conditions dictate.
2.
Select, authorize and oversee auditors. Have the sole authority to review, select and appoint the independent auditors to audit the books of the Company and its divisions or subsidiaries. Approve the compensation of independent auditors, oversee the work of the independent auditors and resolve disagreements between management and the auditors. Among other things, prior to initially engaging an independent audit firm, the Committee shall receive a written statement consistent with the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) regarding independent accountants’ communications with the audit committee concerning independence.
3.
Authorize and oversee independent counsel. Appoint and approve compensation for independent counsel and advisors, including legal, accounting and other experts, as deemed necessary, to obtain clarifications and opinions on the financial statements, litigation and any other matters as considered necessary.
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4.
Audit Plan. Meet with the independent auditors and financial management of the Company to review the scope of the proposed external audit for the current fiscal year and the audit procedures to be utilized and, at the conclusion of the audit, review any comments or recommendations of the independent auditors. As part of the audit plan, the Committee shall review the process of assessing the risk of fraudulent financial reporting in any material respect, and the procedures that the independent auditors plan to undertake in the audit. Confirm that the lead audit partner, or the lead audit partner responsible for reviewing the audit, for the Company’s independent auditors has not performed audit services for the Company for each of the five previous fiscal years. Consider whether, in order to assure continuing auditor independence, it is appropriate to adopt a policy of rotating independent auditors on a regular basis.
5.
Approve non-audit services provided by independent auditors. Approve in advance all non-audit services provided by the independent auditor. Designate at least one member for approval of non-audit services and ratify such approval at the Audit Committee meeting immediately following the approval. Ensure that the Company publicly discloses approval for non-audit services in its periodic reports.
6.
Internal Accounting Controls. Review with the independent auditors and the Company’s financial and accounting management the adequacy and effectiveness of the internal auditing, accounting and financial controls of the Company, and elicit any recommendations for improvement of the internal control procedures or particular areas where new or more detailed controls or procedures may be desirable. Discuss guidelines and policies and govern the process by which risk assessment and management are undertaken.
7.
Auditors’ Internal Quality Control. At least annually, obtain and review an annual report from the independent auditors describing (i) the independent auditors’ internal quality control procedures and (ii) any material issues raised by the most recent internal quality control review, peer review or PCAOB review of the independent auditors, or by any inquiry or by investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the independent auditors, and any steps taken to deal with such issues.
8.
Accounting Principles. Meet with financial management of the Company concerning any proposed changes in accounting principles of the Company and, subject to review with independent auditors, approve such changes.
9.
Related Party Transactions. Review and approve all “related party” transactions with the Company’s directors and officers.
10.
Code of Ethics. Review,approve and oversee the Company’s policy statements on ethical corporate conduct and determine whether the views of the Board are sufficiently detailed in the Company’s formal Code of Ethics.
11.
Communication. Establish open channels of communication such that the Company’s employees can confidentially and anonymously express their concerns over accounting, internal control or auditing matters. Nominate one director who will receive such concerns. Employees may communicate with the Committee without fear of retaliation or liability for any use of the information provided.
12.
Proxy Report. Prepare the Audit Committee report to be included in the Company’s annual proxy statement, as required by the SEC.
13.
Internal Audit Function. Review the internal audit function of the Company, including proposed programs for the current year and the coordination of such programs with the independent auditors, with particular attention to maintaining the most effective balance between independent and internal auditing resources.
14.
Operating Results. Review, prior to each Committee meeting but no less than quarterly, a summary of the Company’s financial results compared to plan and a revised forecast for the balance of the fiscal year provided by financial management.
15.
Review year-end and quarterly financial statements. Review, prior to release, quarterly unaudited and annual audited financial statements, and MD&A, with management and the Company’s independent auditors. Review of the year-end financial statements shall be accompanied by an explanation from
22
management of procedure.

B.Responsibilities ofall significant fluctuations in balance sheet and income statement line items compared to the Committee

preceding fiscal year and to plan. The Committee shall (1) assistreview the Boarddisclosures contained in identifying individuals qualifiedthe financial statements with the independent auditors to become Board membersdetermine that the independent auditors are satisfied with such disclosures and recommendthe content of the financial statements to be presented to the Boardshareholders. The Committee shall discuss with management, the director nominees for the next annual meeting of shareholders; (2) recommend members of the Boardpress releases and earnings guidance provided to serve on the committees of the Board; (3) recommendanalysts and rating agencies although such discussions need not occur prior to the Board individuals qualified to be elected as officers of the Company; (4) recommend to the Board the corporate governance and business ethics policies, principles, guidelines and codes of conduct applicable to the Company; and (5) lead the Board in its annual review of the Board’s performance.

C.Duties of the Committee

NOMINATING. The Committee shall:

release or guidance.

16.
Review periodic reports. Review and discuss with the management and the independent auditors the SEC filings made by the Company and other published documents containing the Company’s financial statements, with attention to whether the information contained in these documents is consistent with the information contained in the financial statements.
17.

•

Develop policies

Accounting Accruals. Inquire of financial management of the Company about the existence and substance of any significant accounting accruals, reserves or estimates made by management that had a material impact on the sizefinancial statements.
18.
Private Consultation with Independent Auditors. Make available the independent auditors for private consultation at all meetings of the Committee; the independent auditors should be encouraged by the Committee to evaluate the Company’s financial, accounting and compositionauditing personnel, and describe the level of cooperation that the independent auditors received during the course of the audit. Review all critical accounting policies and practices to be used; discuss with the independent auditors all alternative treatments and disclosures of financial information within accounting principles generally accepted in the United States of America (GAAP), that have been discussed with management, their ramifications and the treatment preferred by the independent auditors; and all other material written communication between the independent auditors and the management. Ensure that independent auditors periodically submit formal written statements (consistent with the applicable requirements of the PCAOB regarding independent accountants’ communications with the audit committee concerning independence) delineating all relationships between the auditor and the Company and discuss any disclosed relationships or services that may impact, or appear to impact, the objectivity and independence of the auditor and recommend that the Board take appropriate action regarding the auditor’s independence. Discuss with the independent auditor matters required to be discussed by Statement of Auditing Standards No. 61 relating to the conduct of the audit.
19.
Hiring employees of the Independent Auditor. Set clear hiring policies for employees or former employees of the independent auditors.
20.
Review of Legal Matters. Meet at least annually with the appropriate officer of the Company and, if applicable or appropriate in the Committee’s judgment, outside counsel, to review compliance with the Company’s Code of Ethics and other policies and procedures, to discuss legal matters that may have a significant impact on the Company’s financial statements and to review legal compliance matters including security trading policies. The Committee shall cause to be made an investigation into any matter brought to its attention within the scope of its duties, with the power to retain outside counsel for this purpose if, in its judgment, conduct of such an investigation is appropriate.
21.
Income Tax Matters. Review once annually the open years on federal income tax returns, whether there are significant items that have been or might be disputed by the IRS, and inquire as to the status of the related tax reserves.
22.
Minutes. Submit minutes of all the meetings of the Committee to the Company’s Board.
23.
Letter from Audit Committee Chairman. Submit once annually, at or about the time of the Company’s Annual Meeting of Shareholders, a letter from the Committee Chairman setting forth to the Board a summary of the Committee’s responsibilities and activities.
24.
Qualified Legal Compliance Committee. The Committee shall serve as the Company’s Qualified Legal Compliance Committee (“QLCC”) within the meaning of and in accordance with 17 CFR Part 205. In such capacity, the Committee shall meet only as and when required to discharge its QLCC responsibilities.
23
In its capacity as the QLCC, the Committee shall:
1.
Establish written procedures for the confidential receipt, retention and consideration of reports to the Committee by the appropriate officer of the Company or the Company’s reporting attorneys that credible evidence of a material violation of an applicable United States federal or state securities law, a material breach of fiduciary duty arising under United States federal or state law or at common law, or a similar material violation of any United States federal or state law by the Company or its subsidiaries or by any officer, director, employee or agent of the Company or its subsidiaries has occurred, is ongoing or is about to occur (each, a “Material Violation”).
2.
Inform the appropriate officer of the Company, the Company’s Chief Executive Officer and the Company’s Chairman of the Board of any evidence of a Material Violation that is reported to the Committee (unless the Committee reasonably believes that it would be futile to report such evidence of Material Violation to such persons).
3.
Determine whether an investigation is necessary regarding any evidence of a Material Violation that is reported to the Committee by the appropriate officer of the Company or reporting attorneys.
4.
If the Committee determines an investigation is necessary or appropriate in relation to a report of evidence of a Material Violation: (i) notify the Board; (ii) initiate an investigation, which may be conducted either by the appropriate officer of the Company or by outside attorneys; and (iii) retain such additional expert personnel as the Committee deems necessary. At the conclusion of any such investigation: (i) recommend to the Board, by majority vote, that the Company implement an appropriate response to the evidence of a Material Violation; and (ii) inform the appropriate officer of the Company, the Company’s Chief Executive Officer, the Company’s Chairman of the Board and qualification criteria, as prescribedthe Company’s Board of Directors of the results of any such investigation and the appropriate remedial measures to be adopted.
5.
Acting by corporate legislation and NASDAQ rules, for Board members in ordermajority vote, take all other appropriate actions to insurerespond to evidence of a Material Violation that is reported to the Board is comprised of members reflectingCommittee by the proper expertise, skills, attributes and personal and professional backgrounds for service as a directorappropriate officer of the Company or reporting attorney, including the authority to notify the Securities and who have sufficient time available to devote to the affairs of the Company;

•

Actively seek, interview and screen individuals qualified to become Board members for recommendation to the Board;

•

Receive suggestions concerning possible candidates for election to the Board, including self-nominations, nominations from shareholders in accordance with the Company’s by-laws and other third-party nominations;

•

Recommend to the Board individuals for vacancies occurring from time to time on the Board, including vacancies resulting from an increaseExchange Commission in the size of the Board;

B-1

•

Recommend the slate of nominees to be proposed for election at each annual meeting of shareholders;

•

Recommend members of the Board to serve on the committees of the Board; and

•

Recommend to the Board individuals qualified to be elected as officers of the Company.

CORPORATE GOVERNANCE. The Committee shall:

•

Develop and recommend to the Board a set of corporate governance and business ethics policies, principles, guidelines and codes of conduct applicable toevent the Company and its directors, officers and employees;

•

Review and reassess at least annuallyfails in any material respect to implement the adequacy of the Company’s corporate governance and business ethics policies, principles, guidelines and codes of conduct in light of emerging issues and developments related to corporate governance and other factors and formulate and recommend any proposed changes to the Board for approval;

•

Generally advise the Board as a whole on corporate governance matters;

•

Review and reassess at least annually the adequacy of this Charter and recommend any proposed changes to the Board for approval;

•

Annually review its own performance; and

•

Review and assess the management succession plan for the Chief Executive Officer position.

OTHER. The Committee shall have the authority to:

•

Request reports from internal or external sources on matters related to its authority and duties as described in this Charter and on any subjectappropriate response that it deems related to its responsibilities;

•

Retain and terminate any search firm to be used to identify director or officer candidates and to approve the search firm’s fees and other retention terms;

•

Receive communications from shareholders and provide copies or summaries of such communications to the other Directors, as the Chairman of the Committee considers appropriate;

•

Retain and terminate outside accountants, legal counsel and other advisorshas recommended the Company to advise the Committee with respect to Committee matters as it may deem appropriate in its sole discretion and approve related fees and retention terms; and

•

Perform such other activities as the Committee or the Board may from time to time deem necessary or appropriate.

take.

D.Procedure for Shareholder Nominations

(A)

The Committee will consider nominations submitted by shareholders. To recommend a nominee, a shareholder must write to the Company’s Secretary. To be considered by the Committee for nomination and inclusion in the Company’s proxy statement for its annual meeting of shareholders, a shareholder recommendation for a director must be received by the Company’s Secretary no later than the deadline for submitting shareholder proposals pursuant to Rule 14a-8(e) of the Securities Exchange Act of 1934. Any recommendation must include (i) the name and address of the candidate, (ii) a brief biographical description, including his or her occupation for at least the last five years, and a statement of the qualifications of the candidate, taking into account the qualification requirements summarized above, and (iii) the candidate’s signed consent to be named in the proxy statement and to serve as a director if elected. The Committee may seek additional biographical and background information from any candidate that must be received on a timely basis to be considered by the Committee.

B-2

(B)

Assuming the appropriate biographical and background material is provided for candidates submitted by shareholders, the Committee will evaluate those candidates by applying substantially the same criteria, as for candidates submitted by Board members.

April 2013

B-3

Trans World Entertainment Corporation
IMPORTANT ANNUAL MEETING INFORMATION


Electronic Voting Instructions

Available 24 hours a day, 7 days a week!

Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy.

VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.

Proxies submitted by the Internet or telephone must be received by 1:00 a.m., Eastern Standard Time, on July 6, 2016.

Vote by Internet

• Go towww.envisionreports.com/TWMC

• Or scan the QR code with your smartphone

• Follow the steps outlined on the secure website

Vote by telephone
• Call toll free 1-800-652-VOTE (8683) within the USA, US territories &
Canada on a touch tone telephone
Using ablack ink pen, mark your votes with anXas shown in this example. Please do not write outside the designated areas.x• Follow the instructions provided by the recorded message
• There is NO CHARGE for this call

Annual Meeting Proxy Card

6 IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.6

A Proposals — The Board of Directors recommends a voteFOR all the nominees listed andFOR Proposal 2.
+
1.Election of Directors:ForWithholdForWithholdForWithhold
01 - Robert J. Higgins££02 - Michael Feurer££03 - Martin Hanaka££
04 - Robert Marks££05 - Dr. Joseph Morone££06 - Michael Nahl££
07 - Michael Reickert££08 - Michael Solow££

  ForAgainstAbstain   
2.Advisory Vote to Approve Named Executive Officer Compensation.£££ 3.In their discretion, the Proxies are authorized to vote upon all other matters that properly may be presented at the meeting.

B Non-Voting Items

Change of Address— Please print your new address below.Comments— Please print your comments below.Meeting Attendance
Mark the box to the right if you plan to attend the Annual Meeting.£

C Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below

Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.

Date (mm/dd/yyyy) — Please print date below.Signature 1 — Please keep signature within the box.Signature 2 — Please keep signature within the box.
       /      /

If voting by mail, you must complete Sections A & C and mail in the provided envelope.

1 U P X+

* * * * *
September 2020

6 IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.6

Proxy — Trans World Entertainment Corporation

Notice of 2016 Annual Meeting of Shareholders

Albany Country Club

300 Wormer Road

Voorheesville, NY 12186

Proxy Solicited by Board of Directors for Annual Meeting — July 6, 2016

Robert J. Higgins and Edwin J. Sapienza, or any of them (each, a “Proxy” and together the “Proxies”), each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Stockholders of Trans World Entertainment Corporation to be held on July 6, 2016 or at any postponement or adjournment thereof.

Shares represented by this proxy will be voted as directed herein. If no such directions are indicated, the Proxies will have authority to vote FOR Item 1 and 2.

In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.

(Items to be voted appear on reverse side.)

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