2021 compensation of the Company’s named executive officers and FOR Proposal 4 – to approve an amendment and restatement of the Company’s Amended and Restated 2000 Long-Term Incentive Plan. If any other matters are properly presented at the Annual Meeting for action, the proxy holders will vote the proxies (which confer discretionary authority upon such holders to vote on such matters) in accordance with their best judgment, subject to compliance with Rule14a-4(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Each proxy executed and returned by a stockholder by any of the methods indicated below may be revoked at any time before it is voted by timely submission of a written notice of revocation or by submission of a duly executed proxy bearing a later date (in either case directed to the Secretary of the Company), or, if a stockholder participates online in the Annual Meeting, he or she may elect to revoke his or her proxy and vote his or her shares personally.

VOTE REQUIRED FOR APPROVAL

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

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

With respect to Proposals 2, 3 and 4, you may vote for, against or abstain from voting on any of these proposals.

If a stockholder, present in personby virtual participation or by proxy, abstains on a matter, such stockholder’s shares of common stock, although included in the quorum, will not be voted on such matter. Thus, an abstention from voting on either Proposal 2, 3 or 4 has the same effect as a vote “against” the matter.

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

A brokernon-vote occurs when a broker or other nominee does not receive voting instructions from the beneficial owner and does not have the discretion to direct the voting of the shares. Brokernon-votes

affirmative vote of a majority of the shares present at the Annual Meeting, in personby virtual participation or by proxy, and entitled to vote (Proposals(Proposal 2, 3 and 4).

HOW TO VOTE

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

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

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

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

VOTE ONLINE DURING THE MEETING: You may vote online during the Annual Meeting by visiting the link www.meetingcenter.io/247518216.www.meetnow.global/MC25T7Q. If you are the registered holder of your shares, meaning that you hold your shares through Computershare Investor Services (“Computershare”), our transfer agent, you do not need to register in advance for the Annual Meeting. The15-digit control number provided on your Notice, proxy card or voting instruction form is necessary to access this site, as well as the password LCUT2020.site. If you hold your shares in “street name,” meaning that you hold your shares through a broker, bank or other financial institution,nominee, please follow the directions below to register in advance for the Annual Meeting. Guests may virtually attend the Annual Meeting but will not be able to vote during the Annual Meeting.

PARTICIPATING IN THE ANNUAL MEETING

You are entitled to participate in the Annual Meeting only if you were a stockholder of record or a beneficial owner of shares of our common stock as of the close of business on the Record Date, April 27, 2020,26, 2022, or you hold a valid proxy for the Annual Meeting. Our Annual Meeting will be a completely virtual meeting. There will be no physical meeting location. The meeting will be conducted only via live webcast. Guests may virtually attend the meeting but will not be able to participate, vote or ask questions.

You will be able to virtually attend the Annual Meeting, examine our shareholder list, and submit your questions during the meeting by visiting www.meetnow.global/MC25T7Q. You also will be able to vote your shares online by participating in the Annual Meeting.

To participate in the Annual Meeting, visit www.meetingcenter.io/247518216www.meetnow.global/MC25T7Q and enter the15-digit control number included on your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials, and the password LCUT2020.materials. If you hold your shares in “street name,”

MAJORITY VOTING GOVERNANCE PRINCIPLE

Although our Bylaws provide for a plurality voting standard for the election of directors, our Board has adopted, as a governance principle, a majority voting standard for uncontested director elections and a plurality voting standard for contested director elections. For this purpose, a “majority of votes cast” means that the number of votes cast “for” a nominee’s election exceeds the number of votes cast “against” that nominee’s election. Accordingly, subsequent to the election of directors at the Annual Meeting, any elected director who is not elected by an affirmative vote of a majority of the votes cast at the Annual Meeting shall submit his or her resignation to our Board, to be effective upon the Board’s determination of whether to accept or reject the resignation. Upon receipt by our Board of such resignation, our Board shall, in its sole judgment and discretion, within 90 days from the submission of such director’s resignation as a director of the Company, determine whether to accept or reject such director’s resignation. If our Board rejects such director’s resignation as a director of the Company, then we shall prepare and file a Current Report on Form8-K to explain our Board’s rationale for its rejection of such director’s resignation.

PROXY SOLICITATION

We will bear the cost of preparing, printing, assembling and mailing the Notice, form of proxy, this Proxy Statement, the 20202021 Annual Report and other materials that may be sent to stockholders in connection with this solicitation. We have retained Georgeson, a proxy solicitation firm, at an estimatedanticipated cost of $8,500$10,000 plus reimbursement of expenses, to assist in soliciting proxies from brokers, banks, nominees, and institutional holders. Georgeson may solicit votes personally or by telephone, mail or electronic means. In addition, Georgeson and certain related persons will be indemnified against certain liabilities arising out of or in connection with the engagement.

It is contemplated that brokerage houses will forward the proxy materials to beneficial holders at our request. In addition to the solicitation of proxies by the use of mail, our officers and other employees may solicit proxies personally, by telephone or by electronic means without being paid any additional compensation. We will reimburse such persons for their reasonableout-of-pocket expenses in accordance with the regulations of the Securities and Exchange Commission (“SEC”).expenses.

Key Qualifications of Director Nominees

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

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

John Koegel serves as our independent lead director.director, a role that he has held since 2013. Our independent lead director is elected annually by the Board to serve until the next annual meeting of stockholders. The duties of the independent lead director include:

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

ANTI-HEDGING POLICY

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

BOARD OVERSIGHT OF RISK

Our Board bears the responsibility for maintaining oversight over our exposure to risk. Our Board, itself and through its committees, meets with various members of management regularly and discusses our

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

Directors are elected annually by our stockholders and serve until the next annual meeting of the stockholders and shall hold office until their successors have been duly elected and qualified or until their earlier resignation or removal.

Our Board has adopted, as a governance principle, a majority voting standard for uncontested director elections and a plurality voting standard for contested director elections. Any director elected by a

PROCESS FOR STOCKHOLDERS TO RECOMMEND DIRECTOR NOMINEES

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

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

STRATEGIC PLANNING COMMITTEE

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

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

ESG COMMITTEE

Our ESG Committee is currently composed of four directors: Veronique Gabai-Pinsky (Chair), Rachael A. Jarosh, Jeffrey Siegel and Robert B. Kay. Our ESG Committee was formed on November 2, 2021 for the purpose of providing guidance and oversight for the Company’s environmental, social and governance initiatives. The Company engaged The Good Company Consulting LLC, d/b/a Good.Lab, an ESG consulting company, to assist the Company and the Board in identifying environmental and social factors that pose both risk and opportunities to the Company and its business domestically in order to ensure success in the long-term. Internationally, in 2021, the Company, through its Lifetime Brands Europe operations, launched a sustainability strategy that considers a balance of environmental, human, social and economic factors. LBE has partnered with Earthly, a science backed carbon removal solution, to invest in the fight against climate change. Other International initiatives include: becoming climate positive in 2021 on our shipping by offsetting 3150 tonnes of CO2 (accomplished during 2021); recycling 91.5% of our operational waste at our “HUB” distribution facility in Birmingham, U.K., which we seek to increase to 95% by end of 2022; 100% of our packaging to be fully recyclable by end of 2023; and the launch of mental health awareness training for all line managers and our partnering with BFriends, Friends of Birmingham Children’s Trust, which is expected to occur in 2022. Additionally, LBE aims to move our HUB energy to renewable energy within the next eighteen months in order to reduce our operational carbon footprint by 320 tonnes.

As our ESG Committee was formed at the end of 2021, no Committee meetings were held in 2021.

The following table sets forth the aggregate number of restricted shares of our common stock and shares of our common stock issuable upon the exercise of stock options held by eachnon-employee director at December 31, 2019:2021. None of the non-employee directors have any outstanding stock options.

Note:

The table of Security Ownership of Certain Beneficial Owners and Management sets forth the beneficial ownership of each director of our common stock at April 20, 2020.

Say On PaySay-On-Pay

In 2019,2021, our Board provided stockholders with the opportunity to cast an advisory vote on executive compensation. At our most recent Annual Meeting of Stockholders held on June 27, 2019,24, 2021, approximately 96% of the votes cast, approved on an advisory basis, the compensation of our NEOs. Although these votes werenon-binding and advisory, our Compensation Committee believes that the outcome strongly affirms stockholder support of our approach to executive compensation. In view of the overwhelming support demonstrated by the stockholders, our Board and Compensation Committee are continuing their existing approach to determining executive compensation when considering executive compensation decisions. Based on the 2021 Say-on-Pay vote results, the Compensation Committee determined that no specific changes would be made to the executive compensation program, however, the Compensation Committee will continue to evaluate the Company’s executive compensation programs, taking into account stockholder feedback.

COMPENSATION PHILOSOPHY AND OBJECTIVES

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

In an effort to balance the need to retain talent yet motivate executives to achieve superior performance, we have adopted a compensation philosophy that contains both fixed and variable elements of compensation. Our compensation philosophy is to reward executives with compensation aligned with our short-term and long-term financial goals and the establishment of performance targets that do not promote excessive risk-taking. The elements of our total executive compensation are base salary, cash bonus and stock incentives. The compensation program was designed to create a substantial percentage of variable compensation for executives, subject to increases or decreases based on the attainment of specified achievements and targets.

Our Compensation Committee uses its judgment in allocating compensation between long- and short-term incentives and cash andnon-cash components. Although long-term incentives are considered of great significance in aligning performance with stockholder interests, they have traditionally been a smaller component of aggregate compensation. The Compensation Committee has also historically awarded larger long-term incentive compensation awards as consideration for NEOs entering into a new employment agreement.

Based on 20192021 target compensation, long-term incentives for our Chief Executive Officer comprised 54%52% of his total compensation for 20192021 (with 19% attributable to stock options, 20%26% attributable to restricted stock and 15%26% attributable to performance share awards), while short-term incentives comprised 46%48% of his total compensation for 20192021 (with 21%22% attributable to base salary, 24%25% attributable to annual bonus, and 1% attributable to

NEOs’ 20192021 compensation (excluding Mr. Shiftan) consisted of performance-based compensation (which, in each case, includes target annual bonus and the target award value of performance shares granted).

ROLE OF COMPENSATION COMMITTEE

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

ROLE OF COMPENSATION CONSULTANT

Our Compensation Committee has engaged Pearl Meyer as its independent outside compensation consultant to provide services related to executive andnon-employee director compensation. Pearl Meyer does not provide other services unless approved by our Compensation Committee.

In December of 2021, Pearl Meyer provided competitive data and a market analysis, which was used by our Compensation Committee in evaluating the compensation of our Chief Executive Officer.Pearl Meyer assists our Compensation Committee in its evaluation of our compensation philosophy and with the development of relevant metrics used by our Compensation Committee to assure internal pay equity and market parity. It also provides compensation data and information relative to our peer group.

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

PEER GROUP DEVELOPMENT

In December 2021, Pearl Meyer developed a peer group of companies with characteristics generallyof comparable to our revenueindustry, size, and market capitalizationbusiness operations for review and approval by our Compensation Committee. The peer companies were selected to represent companies in the household durables, leisure products, and textiles, apparel, and luxury goods industries that are within an appropriate revenue and market capitalization size range to Lifetime Brands. The peer group is comprisedcomposed of the following companies:

Our Compensation Committee believes that the companies included in the peer group are the most comparable public companies; however, most of our direct competitors are either smaller, international or privately-held. Our Compensation Committee considers the competitive data compiled by Pearl Meyer as reference points, but does not “benchmark” to specific pay levels when establishing goals and objectives relevant to our compensation policy.

ELEMENTS OF COMPENSATION

Base Salary

Salary is intended to compensate our executives for performance of core job responsibilities and duties. The base salary for each NEO per their respective employment agreements for 2021 and 2020 was as follows:

⁽¹⁾ In 2020, each of our NEOs voluntarily took a temporary base salary reduction from April 13, 2020 through July 5, 2020 as part of the Company’s cost reduction efforts in light of the effects of the COVID-19 pandemic. The numbers in the table reflect the NEO’s annual base salary without giving effect to such reduction.

The base salaries of Daniel Siegel and Laurence Winoker are also set forth in their employment agreements. The salaries set forth in their employment agreements, wereas determined by the Chief Executive Officer and Chief Operating Officer, in consultation with our Compensation Committee, taking into consideration their roles and responsibilities within the Company, as well as the amount and components of aggregate compensation for comparable positions in our peer group of companies.companies. Pursuant to the terms of Daniel Siegel’s employment agreement, Mr. Siegel’s annual rate of base salary was increased from $512,500$550,000 to $550,000$650,000 effective JulyJanuary 1, 2019.

Changes to Salary for 2020

In connection with certain cost reduction efforts in light of the effects of theCOVID-19 pandemic on our business, our NEOs have voluntarily taken temporary base salary reductions. The base salaries of Messrs. Kay and Jeffrey Siegel were reduced by 20%, and the base salaries of Messrs. Daniel Siegel and Laurence Winoker were reduced by 12.5%. This reduction is effective during the period beginning on April 13, 2020 and ending on the earlier of October 1, 2020 or such time as the Board, in the case of Messrs. Kay and Jeffrey Siegel, and Mr. Kay, in the case of Messrs. Daniel Siegel and Laurence Winoker determines is appropriate. These temporary reductions will not apply to the calculation of any annual bonus or severance or termination payments under each NEO’s employment agreement, which will be calculated based on the base salary in effect prior to the reductions. Additional information regarding these reductions is described in a Form8-K filed on April 8, 2020.2021.

Annual Bonuses

Annual bonuses are intended to compensate an executiveNEO for achievement of specific short-term performance goals for a specified performance period and are based on achievement of both a Company performance metric and individual performance goals. Bonuses are awarded pursuant to the Company’s Amended and Restated 2000 Incentive Bonus Compensation Plan (the “2000 Bonus Plan”) and each executive’sNEO’s employment agreement. For 2019,2021, our Compensation Committee determined that the Company performance metric applicable to annual bonuses would be based on Adjusted EBITDA (as defined below), rather than our income before income taxes and equity in earnings (“Adjusted IBIT”), which served as the Company performance metric for prior years.. All of our NEOs other than Mr. Shiftan were eligible to receive annual bonuses for 2019. Pursuant to the terms of the Retirement Agreement (as defined below), Mr. Shiftan was not2021.

For each NEO eligible to receive an annual bonus for 2019.2021, the weighting for both of the Adjusted EBITDA and Individual Goal components are shown in the table below.

The term “Adjusted EBITDA” means the Company’s adjusted earnings before interest, taxes, depreciation, and amortization, as determined by the Company and derived from the Company’s audited financial statements, adjusted to exclude equity in earnings of investments,non-cash goodwill impairment expense,non-cash share based compensation expense,non-cash inventory SKU rationalization charge, restructuring expenses, integration expenses, warehouse relocation expenses, and acquisition and divestment related expense.

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

Pearl Meyer. Our Compensation Committee relied on our annual budget, which was approved by our Board, in establishing the potential thresholds, targets and maximum bonuses tied to achievement of these targets for our executives.NEOs.

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

The portion of the Adjusted EBITDA Target Bonus payable to each executiveNEO for each year (the “Annual Adjusted EBITDA Performance Bonus”), if any, is based on an Annual Adjusted EBITDA Performance Table prepared by our Compensation Committee and the annual budget reviewed and approved by the Board. IfBoard and in accordance with the targetNEO’s employment agreement. The percentage of each NEO’s Annual Adjusted EBITDA goal is achieved,Performance Bonus in the executive receives 100%event of the Adjusted EBITDA Target Bonus; if threshold, Adjusted EBITDA is achieved, the executive receives 50% of the executive’s Adjusted EBITDA Target Bonus;target, and if maximum performance goal achievement is achieved, in the case of Messrs. Kay, Jeffrey Siegel, and Winoker, the executive receives 200% of the Adjusted EBITDA Target Bonus, and in the case of Mr. Daniel Siegel, the executive receives 150% of the Adjusted EBITDA Target Bonus. as follows:

Each executiveNEO is entitled to receive sliding scale percentages of the Adjusted EBITDA Target Bonus set forth in the Annual Adjusted EBITDA Performance Bonus Table based upon Adjusted EBITDA being more than the threshold Adjusted EBITDA but less than the target Adjusted EBITDA, or more than the target Adjusted EBITDA but less than the maximum Adjusted EBITDA. The Adjusted EBITDA Performance Bonus for any year will be zero if the Adjusted EBITDA achieved by the Company for such year is less than the threshold Adjusted EBITDA goal for such year, and in no event will an Annual Adjusted EBITDA Performance Bonus be more than 200% of the Adjusted EBITDA Target Bonus, in the case of Messrs. Kay, Jeffrey Siegel, and Winoker, and 150% of the Adjusted EBITDA Target Bonus in the case of Mr. Daniel Siegel.

The portion of the Individual Goal Target Bonus payable to each executiveNEO for each year (the “Annual Individual Goal Bonus”), if any, is determined based on the executive’sNEO’s satisfaction of individual performance objectives set by our Compensation Committee, in the case of Messrs. Kay and Jeffrey Siegel, and Mr. Kay in consultation with our Compensation Committee, in the case of Messrs. Daniel Siegel and Winoker. If each executiveNEO satisfies 100% of such objectives, he is entitled to an Annual Individual Goal Bonus equal to 100% of the Individual Goal Target Bonus in accordance with the NEO’s employment agreement. If each NEO satisfies less than 100% of such objectives but at least 50% of such objectives, he is entitled to an Annual Individual Goal Bonus equal to at least 50% of the Individual Goal Target Bonus, and if he meets less than 50% of such objectives, he is not entitled to receive any Annual Individual Goal Bonus. The individual goals established for each of the NEOs for 20192021 are discussed below. At the end of the 20192021 fiscal year, Messrs. Kay and Jeffrey Siegel prepared written materials for our Compensation Committee with their assessments of whether their respective individual goals were achieved during the year. Messrs. Winoker and Daniel Siegel prepared written materials for Mr. Kay, for presentation and consultation to our Compensation Committee, with their assessments of whether their respective individual goals were achieved during the year. Our Compensation Committee reviewed these materials and assessed independently the extent to which their individual goals were achieved.

For each NEO eligible to receive an annual bonus for 2019, the weighting for both of the Adjusted EBITDA and Individual Goal components are shown in the table below.

below the targetmaximum level. Adjusted EBITDA for 20192021 is equal to the Company’s adjusted earnings before interest (including mark to market gain on interest rate derivatives), income taxes, depreciation, and amortization, adjusted to exclude undistributed equity in earnings of investments, non-cash charge for intangible asset impairments, non-cash share based compensation expense, acquisition related expense, warehouse relocation expenses, and Wallace facility remedial design expenses, as determined by the Company and derived from the Company’s audited financial statements and adjusted to exclude equity in earnings of investments,non-cash goodwill impairment expense,non-cash share based compensation expense,non-cash inventory SKU rationalization charge, restructuring expenses, integration expenses, warehouse relocation expenses, and acquisition and divestment related expense.statements. Adjusted EBITDA is anon-GAAP financial measure. A reconciliation of the Company’s net income (the most directly comparable GAAP measure) to Adjusted EBITDA for 2019 is included in Appendix A.

Mr. Kay’s individual goals for 20192021 included: achieving efficienciesmaintaining stability in UKthe Company’s U.K. operations; developing alaunching KitchenAid brand internationally; generating revenues through the Country Manager initiative; achievement of growth and market traction for the Company’s Tmall program; achievement of growth and market traction for the Mikasa hospitality business; roll out of the strategic planning process; implementing the Strategic Thinkingthinking and Results Programresults (“STAR”) program (a program for line managers that is intended to focus business decisions based on a common framework and metrics) in every divisionto Lifetime Brands Europe; implementation of the stage gate process (project and initiative selection process that creates an active communication channel throughout the process of developing a new product, from concept to production) in the U.S. wholesale business; strengtheningU.K.; updating of the Company’s investor relationsstrategic plan for the Board’s review; development of a proactive mergers and acquisitions program; developing a food service initiativeand continuation of momentum with the Investor Relations program, including improvement in the U.S. market; developing a strategy for expansion in specificnon-U.S. regions;trading volume and implementing a process for identifying and pursuing strategic acquisitions.increased research coverage. Our Compensation Committee evaluated Mr. Kay’s achievement of his individual goals and determined that at least 50%100% of the goals were met.met and that, in light of Mr. Kay’s exceptional performance of such goals, Mr. Kay would receive 100% of his Individual Goal Target Bonus.

Mr. Jeffrey Siegel’s individual goals for 20192021 included: implementing methods to increase profitability andcompletion of the Company’s earnings before interest, taxes, depreciation, and amortization; enhancing the Company’s relationships with certain retailers; exploring new business opportunities; and developing methodologiesdevelopment of a methodology to improve sales of certain products.a kitchen tool and gadget assortment; continued development of alternative sources of supply overseas for the Company’s major divisions; exploration of ESG opportunities that are appropriate for, and relate to, the business of the Company and formulate and present a recommendation to the Board that a Board committee be formed to explore the best path for analysis and implementation; and bring to market one or two new product categories, which would be in test mode by the end of 2021. Our Compensation Committee evaluated Mr. Siegel’s achievement of his individual performance goals and determined that at least 50%100% of the goals were met.met and that, in light of Mr. Siegel’s exceptional performance of such goals, Mr. Siegel would receive 100% of his Individual Goal Target Bonus.

Mr. Daniel Siegel’s individual goals for 20192021 included: improving our core U.S. sales; refininglaunching the U.S. sales organization;Beautiful^® product line; expanding the KitchenAid^® brand to new categories; building out the re-focusingdirect-to-consumer category management to strategic and marketing orientation; reducing costs related to meetings and trade shows; establishing methods of enhanced market research using research data analytics and reducing the costs of such market research to the Company; and enhancing sales strategies for certainbusiness across lines of business.business; maintaining cost controls; and launching a virtual showroom. Our Chief Executive Officer, in consultation with our Compensation Committee, evaluated Mr. Siegel’s achievement of his individual goals and determined that at least 50%100% of the goals were met.met, and that, in light of Mr. Siegel’s exceptional performance of such goals, Mr. Siegel would receive 100% of his Individual Goal Target Bonus.

Mr. Winoker’s individual goals for 20192021 included: restructuringensuring effective SOX controls for a remote work environment; continued driving of positive cash flow to further improve the Company’s accounting function to ensure accurate and timely financial reporting and control, redesign ofdebt/EBITDA ratio; redesigning the Company’s internal management reports; redesignlong-term financial forecasting model; and continued further development of the

The Compensation Committee determinedmet, and that, in order to further incentivize retention, a portionlight of each NEO’s annual bonus was paid in the formMr. Winoker’s exceptional performance of restricted stock subject to a one year vesting period, rather than cash. such goals, Mr. Winoker would receive 100% of his Individual Goal Target Bonus.

Each NEO’s 20192021 annual bonus is set forth in the table below.

Equity Compensation

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

Our Compensation Committee granted equity awards to Robert Kay, Jeffrey Siegel, Ronald Shiftan, Daniel Siegel and Laurence Winoker in connection with their entering into their respective employment agreements. In addition, each NEO generally receives an annual equity grant in connection with annual performance reviews based on an assessment of such person’sNEO’s individual performance and, where appropriate, the performance of such person’sNEO’s business unit (division), as well as our overall performance and the dilutive effect of the equity awards. In 2021 our Compensation Committee increased Mr. Kay’s annual equity awards to generally further align Mr. Kay’s total compensation with peers.

Our annual equity compensation program generally consists of a mix of 50% time-based restricted stock awards and 50% performance-based stock awards called performance shares. The time-based restricted stock vests 25% per year in four equal installments commencing on the first anniversary of the date of grant. The performance shares provide an opportunity for shares to be earned at the end of a three-year performance period ifpre-established financial goals are met. These goals have been tailored to be challenging to achieve, so as to incentivize our NEOs to maximize their performance. Net sales and adjustedAdjusted EBITDA (each with a 50% weighting) werewas established as the performance metricsmetric for our performance share awards granted in 2017, 20182019, 2020 and 2019, 2021,each with a three-year performance period. Following the Filament Acquisition, our Compensation Committee increased the net sales and adjusted EBITDA performance targets applicable to our performance share awards granted in 2017 and 2018 to account for the addition of Filament. The final number of shares earned pursuant to aour performance share awardawards granted in 2019 is dependent on the cumulative net sales and cumulative adjusted EBITDA results over the three-year2019 through 2021 performance period with threshold, target and maximum awards equal to 75%, 100% and 150%, respectively, of the target number of performance shares awarded on the grant date. ConsolidatedFor purposes of the performance share awards granted in 2019, “Adjusted EBITDA” is defined as our consolidated earnings before interest (including mark to market gain/loss on interest rate derivatives), income taxes, depreciation, amortization, adjusted to exclude undistributed equity in earnings of investments, non-cash charges for goodwill and intangible impairments, non-cash share based compensation expense, non-cash inventory SKU rationalization charge, restructuring expenses, integration expenses, acquisition related expense, warehouse relocation expenses and Wallace facility remedial design expense. Adjusted EBITDA is anon-GAAP financial measure. A reconciliation of Consolidated Adjusted EBITDA to the most directly comparable GAAP measure for 2019 is included in Appendix A.