UNITED STATES

United StatesSECURITIES AND EXCHANGE COMMISSION

Securities and Exchange Commission

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Information Required In Proxy Statement

Schedule 14A Information

Proxy Statement Pursuant to Section 14(a) of the Securities

Securities Exchange Act of 1934(1934

(Amendment No. )

Filed by the Registrant x

☒ Filed by a Party other than the Registrant o ☐

Check the appropriate box:

Lakeland Industries, Inc.

(Name of Registrant as Specified In Its Charter) 

(Name of Person(s)Persons(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

Lakeland Industries, Inc.

May 6, 2016

Dear Stockholder,

I am pleased to extend to you my personal invitation to attend the 2016 Annual Meeting of Stockholders of Lakeland Industries, Inc. (the “Company”) on Wednesday, June 15, 2016 at 10:00 a.m. at the Hilton Garden Inn, 3485 Veterans Memorial Highway, Ronkonkoma, NY 11779.

The accompanying Notice of Annual Meeting and Proxy Statement contain a description of the formal business to be acted upon by the stockholders. At the meeting, we intend to discuss our performance for the fiscal year ended January 31, 2016 and our plans for the current fiscal year. Certain officers of the Company will be available to answer any questions you may have.

While I am looking forward to seeing you at the meeting, it is very important that those of you who cannot personally attend assure your shares are represented. I urge you therefore to sign and date the enclosed form of proxy and return it promptly in the accompanying envelope. If you attend the meeting, you may, if you wish, withdraw any proxy previously given and vote your shares in person.

	Sincerely,
	Christopher J. Ryan
	Chief Executive Officer and Secretary

Lakeland Industries, Inc.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on Wednesday,Thursday, June 15, 201613, 2024

To Our Stockholders:

The Company has determined to hold a virtual Annual Meeting again this year in order to facilitate stockholder attendance and participation by enabling stockholders to participate from any location and at no cost. You will be able to attend the meeting online, vote your shares electronically and submit questions during the meeting.  Details regarding how to attend the Annual Meeting online are more fully described in the accompanying Proxy Statement.

To participate in our Annual Meeting, including casting your vote during the meeting, access the meeting website at https://agm.issuerdirect.com/lake and enter in your stockholder information provided on your ballot or proxy information previously sent to you.

Only stockholders of record at the close of business on April 21, 2016 and owners of restricted stock granted pursuant to our stock plans16, 2024 will receive notice of, and be eligible to vote at, the Annual Meeting of Stockholders or any adjournment thereof. The foregoing items of business are more fully described in the Proxy Statement accompanying this notice.

Your vote is important.important, regardless of the number of shares you own. Please carefully read the Proxy Statement and the voting instructions on the enclosed proxy card. Then, whetherinstructions. Whether or not you plan to attend the Annual Meeting of Stockholders, in person, and no matter how many shares you own, pleaseare respectfully requested by the Board of Directors to sign, date and promptly return the enclosed proxy card promptly in the enclosedaccompanying postage prepaid envelope which requires no additional postage if mailedyou received this Proxy Statement in the United States.mail, or follow the instructions contained in the Notice of Internet Availability of Proxy Materials to vote on the Internet.

INTERNET AVAILABILITY OF PROXY MATERIALS

Important Notice Regarding the Availability of Proxy Materials for the 20162024 Annual Meeting of Stockholders to be held on Wednesday,Thursday, June 15, 201613, 2024 at 10:9:00 a.m. Central Time. Pursuant to Securities and Exchange Commission rules, we have elected to utilize the “notice and access” option of providing proxy materials to our stockholders whereby we are delivering to all stockholders electronic copies of all of our proxy materials, including a proxy card, as well as providing access to our proxy materials on a publicly assessable website.Lakeland’s Notice of Annual Meeting, Proxy Statement and Annual Report to Stockholders for the fiscal year ended January 31, 20162024 are available on the Internet at www.proxyvote.com.www.iproxydirect.com/lake.

This Notice and Proxy Statement are first being sent or given to stockholders of record on or shortly afterabout May 6, 2016.1, 2024.

Christopher J. Ryan

Secretary

Lakeland Industries, Inc.

3555 Veterans Memorial Highway,1525 Perimeter Parkway, Suite C325

Ronkonkoma, New York 11779Huntsville, AL 35806

(631) 981-9700(256) 350-3873

PROXY STATEMENT

Annual Meeting of StockholderStockholders to be Held on Wednesday,Thursday, June 15, 201613, 2024

GENERAL INFORMATION

This proxy statementProxy Statement and accompanying proxy are being furnished in connection with the solicitation by the Board of Directors (the “Board”) of Lakeland Industries, Inc., a Delaware corporation (referred to as “Lakeland,(“Lakeland,” the “Company,” “we,” “our,” or “us”), of proxies to be used at the annual meetingAnnual Meeting of stockholdersStockholders of Lakeland to be held on Wednesday,Thursday, June 15, 2016, which we refer to as the Annual Meeting,13, 2024 (the “Annual Meeting”), and at any adjournment or postponement thereof. Lakeland will bear the costs of this solicitation. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. The mailing address of our principal executive offices is Lakeland Industries, Inc., 1525 Perimeter Parkway, Suite 325, Huntsville, AL 35806. This proxy statementProxy Statement and accompanying proxy are first being sent or given to our stockholders on or about May 6, 2016.1, 2024.

Who may vote How can I participate in the Annual Meeting?

StockholdersThe Annual Meeting will be conducted solely as a virtual meeting. No physical meeting will be held. The Board established the close of Lakeland recorded in our stock registerbusiness on April 21, 201616, 2024 as the record date for determining the stockholders of record entitled to notice of and holders of restricted shares of our common stock mayto vote at the meeting.Annual Meeting. As of thatthe record date, Lakeland had 7,363,4257,377,815 shares of common stock issued andwere outstanding.

Each share is entitledof common stock entitles the record holder thereof to one vote on each matter submitted to the stockholders atbrought before the Annual Meeting.

You can join the Annual Meeting by accessing the meeting at https://agm.issuerdirect.com/lake  and entering in your stockholder information provided to you on your Notice of Annual Meeting or on your proxy card if you received proxy materials by mail.

Please note that if you hold your shares through a broker, bank or other nominee, in order to join the virtual meeting as a stockholder and be able to vote and submit questions during the Annual Meeting, you will need to contact your broker, bank or other nominee to receive proof of your beneficial ownership and submit such proof, along with your name and email address, to proxy@issuerdirect.com no later than 5:00 p.m., local time, on May 23, 2024, which may be submitted via: (i) email to proxy@issuerdirect.com or (ii) mail to Shareholder Services, 1 Glenwood Avenue, Suite 1001, Raleigh, NC 27603.  You will receive a confirmation of your registration by email after we receive your registration materials.  Alternatively, if you hold your shares through a broker, bank or other nominee, you may vote in advance of the Annual Meeting by contacting your holder of record.

Why is this year’s annual meeting being held in a virtual-only format?

The Company has determined to hold a virtual Annual Meeting again this year in order to facilitate stockholder attendance and participation by enabling stockholders to participate from any location and at no cost. You will be able to attend the meeting online, vote your shares electronically and submit questions during the meeting. 

How can I ask questions?

You can submit questions in writing to the virtual meeting website during the annual meeting in the Q&A tab on the virtual platform. You must first join the meeting as described above in “How can I participate in the Annual Meeting?” No questions will be taken in any other manner the day of the meeting.

We intend to answer as many questions that pertain to Company matters as time allows during the meeting. Questions that are substantially similar may be grouped and/or not answered to ensure we are able to answer questions in this virtual format.

Voting Methods

If you are a registered stockholder on April 16, 2024, the record date, you may vote your shares by:

Internet voting facilities will close promptly at the close of the polls at the virtual meeting.  Telephone and fax voting facilities will close at 11:59 p.m., local time, on June 12, 2024. Stockholders who vote through the Internet, telephone or fax should be aware that they may incur costs such as access or usage charges from telephone companies or Internet service providers, and that these costs must be borne by the stockholders. Stockholders who vote by Internet, telephone or fax need not return a proxy card.  All shares entitled to vote and represented by properly executed proxies received before the polls are closed at the Annual Meeting, and not revoked or superseded, will be voted at the Annual Meeting in accordance with the instructions indicated on those proxies.

What if I have technical difficulties or trouble accessing the Annual Meeting webcast?

We encourage you to test your computer and internet browser prior to the meeting. If you experience technical difficulties, please call the technical support number that will be posted on the Annual Meeting log-in page.

How proxies work

Lakeland’sThe Board is asking for your proxy. Giving us your proxy means you authorized us to vote your shares at the Annual Meeting in the manner you direct. You may vote or withhold your vote in respect of each of our director nominees.  You may also vote for or against each of the other proposals or abstain from voting.

All proxies properly signed will, unless a different choice is indicated, be voted “FOR” the election of the two nominees for director proposed by our Nominating and Corporate Governance Committee, and “FOR” the ratification of WeiserMazarsDeloitte & Touche LLP (“WeiserMazars”) as our independent registered public accounting firm for the fiscal year ending January 31, 2017.2025, “FOR” the resolution approving the compensation of our named executive officers, for a “ONE YEAR” frequency of future advisory votes on executive compensation, “FOR” the approval of the Lakeland Industries, Inc. Employee Stock Purchase Plan and “FOR” the approval of the amendment to the Lakeland Industries, Inc. 2017 Equity Incentive Plan.

You may receive more than one proxy or voting card depending on how you hold your shares. Shares registered in your name are covered by one card. If you hold shares through someone else, such as a stockbroker or bank, you may get material from them asking how you want to vote. Specifically, if your shares are held in the name of your stockbroker or bank and you wish to vote in person at the meeting, you should request your stockbroker or bank to issue you a proxy covering your shares.

If any other matters come before the meetingAnnual Meeting or any postponement or adjournment, each proxy will be voted in the discretion of the individuals named as proxies on the card.

Revoking a proxy

You may revoke your proxy at any time before the vote is taken by submitting a new proxy with a later date, by voting via the Internet or by telephone or by fax at a later time, by voting in person at the meeting or by notifying Lakeland’s Secretary in writing at the address under “Questions” on page 27.47.

Quorum

In order to carry on the business of the meeting,Annual Meeting, we must have a quorum.  This meansThe presence at leastthe Annual Meeting by proxy of the holders of a majority of the outstanding shares eligible to vote must beconstitutes a quorum.  If a share of common stock is represented for any purpose at the meeting, eitherAnnual Meeting, it is deemed to be present for quorum purposes and for all other matters as well. Shares of common stock represented by a properly executed proxy will be treated as present at the Annual Meeting for purposes of determining a quorum, without regard to whether the proxy is marked as casting a vote or in person.abstaining.

Proposal No. 2, the ratification of the appointment of WeiserMazars as our independent registered public accounting firm, requires a “For” vote by the majority of the shares present in person or represented by proxy and entitled to vote thereon. In determining whether the proposal has received the requisite number ofHow are votes abstentions will be counted as a vote against this proposal.

How votes are counted and how are brokers non-votes treated?

Votes will be counted by the inspector of election appointed for the Annual Meeting, who will separately count “For”“for” votes, “Against”“withhold” votes, “against” votes, abstentions, withheld votes and broker non-votes.

Abstentions and broker non-votes are counted as present and entitled to vote for purposes of determining a quorum. A “broker non-vote” isbroker non-vote occurs when a broker, bank or other nominee has not received voting instructions from the beneficial owner of shares held in “street name” and the broker, bank or other nominee does not have, or declines to exercise, discretionary authority to vote on a particular matter. Brokers, banks or other nominees only have discretionary authority to vote your uninstructed shares in the absence of specific instructions on “routine” matters but will not be allowed to vote your uninstructed shares without specific instructions with respect to certain “non-routine” matters.

Under current Nasdaq Stock Market (“NASDAQ”) rules, the ratification of the appointmentselection of independent registered public accountants (Proposal No. 2) is considered routine, and your broker, bank or other nominee will be able to vote on thatthis proposal even if it does not receive instructions from you.

However, brokers, banks and other nominees do not have discretionary authority to vote on the election of the directors (Proposal No. 1), on the approval (on an advisory basis) of named executive officer compensation (Proposal No. 3), the frequency of future advisory votes (on an advisory basis) on executive compensation (Proposal No. 4), the approval of the Lakeland Industries, Inc. Employee Stock Purchase Plan (Proposal No. 5), and the approval of the amendment to the 2017 Lakeland Industries, Inc. Equity Incentive Plan (Proposal No. 6), which are “non-routine” matters. Broker non-votes will have no effect on the outcomes of the votes for these proposals. We, therefore, encourage you to provide instructions to your broker, bank or other nominee regarding the voting of your shares.

What vote is required to approve each proposal?

Proposal No. 1: The election of two directors (Proposalrequires a plurality vote of the shares represented by proxy and entitled to vote at the Annual Meeting. Any shares not voted on the election of the two director nominees will have no effect on the outcome of the election.

Proposal No. 1) is2: The ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm requires the affirmative vote of a “non-routine” matter. This means that ifmajority of the shares represented by proxy and entitled to vote at the Annual Meeting. If you hold“abstain” from voting with respect to this proposal, your shares through a broker, bank or other nominee in “street name” and do not provide voting instructions, the broker, bank or other nomineevote will have the discretionsame effect as a vote “against” the proposal.

Proposal No. 3: The advisory vote on named executive officer compensation will be considered approved by the affirmative vote of a majority of the shares represented by proxy and entitled to vote on the matter.  Although this vote is non-binding, the Board and the Compensation Committee of the Board, which is comprised of independent directors, expect to take into account the outcome of the vote when considering further executive compensation decisions. Abstentions will have the same effect as votes “against” the proposal, but broker non-votes will have no effect on the outcome of voting.

Proposal No. 4: The frequency option (one year, two years or three years) receiving a plurality of the votes cast will be the frequency that has been “approved” by stockholders. Because your sharesvote is advisory, it will not be binding on the Board of Directors of Lakeland. However, the Board will consider the outcome of the vote when determining the frequency of future advisory votes on executive compensation. Abstentions and broker non-votes will have no effect on Proposal No. 2 but not on Proposal No. 1.4.

Proposal No. 5: Approval of the Lakeland Industries, Inc. Employee Stock Purchase Plan requires the affirmative vote of a majority of the shares represented by proxy and entitled to vote at the Annual Meeting.  Abstentions will have the same effect as votes “against” the proposal, but broker non-votes will have no effect on the outcome of voting.

Proposal No. 6: Approval of the amendment to the Lakeland Industries, Inc. 2017 Equity Incentive Plan requires the affirmative vote of a majority of the shares represented by proxy and entitled to vote at the Annual Meeting.  Abstentions will have the same effect as votes “against” the proposal, but broker non-votes will have no effect on the outcome of voting.

How can I find out the results of the voting at the Annual Meeting? 

PreliminaryWe will announce preliminary voting results will be announced at the Annual Meeting. Final voting results will be published in athe Company’s Current Report on Form 8-K, which the Company is required to be filedfile with the Securities and Exchange Commission (“SEC”) within four business days following the conclusion of our Annual Meeting.

Householding of proxy material.material

Some banks, brokers and other nominee record holders may be participating in the practice of “householding,” which the SEC has approved.  Under this procedure, you may only receive one copy of the Notice of Internet Availability of Proxy Materials and, if applicable, this Proxy Statement and our annual report, for multiple stockholders in your household. Upon written or oral request, we will deliver promptly another copy of the Notice of Internet Availability of Proxy Materials and, if applicable, this Proxy Statement and our annual report to any stockholder at a shared address to which we delivered a single copy of any of these documents. To receive a separate copy, please contact theour Secretary at Lakeland Industries, Inc., 3555 Veterans Memorial Highway,1525 Perimeter Parkway, Suite C, Ronkonkoma,325, Huntsville, AL 35806, by mail or at (256) 350-3873, by phone. You may also call the Broadridge Householding Election system at (866) 540-7095 or notify them in writing at Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11779, by mail.to decline or modify previous householding elections. If you want to receive separate copies of our proxy statementsProxy Statements and annual reports in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker, or other nominee record holder.

Has the Lakeland Board made a recommendation regarding the matters to be acted upon at the Annual Meeting?

The Lakeland Board recommends that you vote “FOR” the election of the two directors proposed by the Nominating and Governance Committee and(Proposal No. 1), “FOR” the ratification of WeiserMazarsthe selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year endedending January 31, 2017.2025 (Proposal No. 2), “FOR” the approval (on an advisory basis) of named executive officer compensation (Proposal No. 3), for a “ONE YEAR” frequency of future advisory votes on executive compensation (Proposal No. 4), “FOR” the approval of the Lakeland Industries, Inc. Employee Stock Purchase Plan (Proposal No. 5) and “FOR” the approval of the amendment to the Lakeland Industries, Inc. 2017 Equity Incentive Plan (Proposal No. 6).

PROPOSAL NO. 1

ELECTION OF DIRECTORS

(Item 1 on the Proxy Card)

General 

Our Bylaw’s provide for aAs permitted by Delaware law, the Board of Directors consisting of at least five and not more than seven directors, classifiedis divided into three classes, the classes being divided equally as nearly equalpossible and each class having a term of three years. Each year, the term of office of one class expires.  A director elected to fill a vacancy, including a vacancy resulting from an increase in the number as possible. Ourof directors constituting the Board, serves for the remaining term of Directors nowthe class in which the vacancy exists.  The Board presently consists of five directors. As indicated below, Mr. Thomas McAteer, a directorseven members, with two directors serving in Class IIII, two directors serving in Class II, and Mr. James Jenkins, arethree directors serving in Class III.

At the recommendation of the Nominating and Governance Committee, the Board has proposed that each of Jeffery Schlarbaum and Martin G. Glavin be nominated for election as a Class II director at thisthe Annual Meeting to serve for a term expiring at the 2027 Annual Meeting of Stockholders to hold office for a three-year term, which will expire at the 2019 Annual Meeting of Stockholders,and until his or until their successors areher successor is duly elected and qualified or until such director’s earlier resignation or removal.  Our Nominating and Governance Committee consideredUnless otherwise indicated, the qualifications of Mr. McAteer and Mr. Jenkins for election prior to the Annual Meeting, and unanimously recommended that they be nominated for election to the Board. Following the election, our Board will continue to consist of five directors consisting of (i) two directors serving in Class I, (ii) one director serving in Class II, and (iii) two directors serving in Class III, as further set forth below.

Vote Required

Directors are elected by a plurality of the votes properly cast in person or by proxy. Shares represented by executedenclosed proxy cards will be voted, if authority to do so is not withheld, for the election of the nominees named below. Abstentions and broker non-votes will have no effect on the outcome. If any Board nominee becomes unavailable for election as a result of an unexpected occurrence, your shares will be voted for the election of each of Mr. Schlarbaum and Mr. Glavin as a director, to serve for the term set forth above.

Should any nominee become unable to serve for any reason, which is not anticipated, the Board may designate a substitute nominee, determined by our Board.in which event the persons named in the enclosed proxy will vote for the election of such substitute nominee.  Each person nominated by the Board for election has agreed to serve if elected.  We have no reason to believe that any Board nominee will be unavailable or, if elected, will decline to serve.

Vote Required

Directors are elected by a plurality of the votes properly cast by proxy at the Annual Meeting.  With respect to the election of directors, you may vote “for” or “withhold” authority to vote for each of the nominees listed below.  Any shares not voted “for” a nominee (whether as a result of stockholder withholding or a broker non-vote) will not be counted in the nominee’s favor and will have no effect on the outcome of the election.

NOMINEE DIRECTORS -‑ CLASS IIIII

Terms Expiring in 20192027

Jeffrey T. Schlarbaum has served as a director since 2017. He has served as Chief Executive Officer of Spartronics, a contract manufacturer of complex electronic and electromechanical devices for commercial aerospace, defense, medical devices, life sciences, instrumentation and control, and space applications, since December 2022.  Prior to Spartronics, Mr. Schlarbaum was President and Chief Executive Officer of IEC Electronics Corp., a publicly traded electronic manufacturing services company, from February 2015 until December 2022. From February 2013 to June 2013 and from June 2014 to February 2015, Mr. Schlarbaum pursued personal interests. From June 2013 to June 2014, Mr. Schlarbaum served as Chief Operations Officer for LaserMax, Inc., a manufacturer of laser gun sights for law enforcement and the shooting sports community. From October 2010 to February 2013, Mr. Schlarbaum served as President of IEC Electronics Corp. Prior to that, Mr. Schlarbaum served as Executive Vice President and President of Contract Manufacturing of IEC Electronics Corp. from October 2008 to October 2010, Executive Vice President from November 2006 to October 2008 and Vice President, Sales and Marketing from May 2004 to November 2006. Mr. Schlarbaum received a BBA in marketing from National University and an MBA from Pepperdine University. Mr. Schlarbaum’s qualifications to serve on our Board include his business education and multiple prior executive positions at several companies in addition to his current Chief Executive Officer role at Spartronics.

Martin G. Glavin has served as a director since 2024. Mr. Glavin is a retired business executive, most recently serving as President and Chief Operating Officer of iVEDiX, Inc. from 2014 to 2018. Before that role, Mr. Glavin was Managing Director and/or President at a series of business services and technology enterprises, SiGMA Consulting LLC, Navint Consulting LLC, and TriBridge, Inc., founding, growing, and selling each of them. Each of these organizations was active in marketing, product sales, customer training/support, and software development across North America, Europe, Asia, and Africa. Before that, Mr. Glavin spent 12 years with PricewaterhouseCoopers LLP and KPMG, initially spending two years in audit practice and the remaining ten years in management consulting. Currently, Mr. Glavin sits on the board of a privately held innovative software and services company, Three + One, Inc. Mr. Glavin holds a BBA in Accounting from St. Bonaventure University. Mr. Glavin’s qualifications for serving on the Lakeland Board includes his prior executive leadership experiences, and specifically, his expertise in financial accounting and reporting, IT and business development.

INCUMBENT DIRECTORS – CLASS III

Terms Expiring in 2025

Thomas J. McAteerhas served as a director since 2011.  Mr. McAteer has served as Executive Vice President of Management Development and Strategic Initiatives of Suffolk Transportation since March 2013 and Chairman of the Board of New World Medical Network, a private healthcare organization, since 2015. He also served as the Vice Chair of the Board and Chair of the Compensation and Personnel Committee for the Long Island Power Authority sincefrom December 2014.2014 until January 2020. He served as the Senior Vice President and Regional Market Head for Aetna's Medicaid Division from March 2007 until March 2013. Prior to joining AetnaAetna’s Medicaid Division, Mr. McAteer served as the President and CEO of Vytra Health Plans. In a thirteen yearthirteen-year career at Vytra, Mr. McAteer played an executive leadership role in growing Vytra from annual revenues of $70 million in 1993 to over $375 million in 2005. In 2001, Mr. McAteer facilitated the sale of Vytra to HIP Health Plans and, thereafter assumed the additional responsibilities of Executive Vice President for Brand Leadership, as well as joining the Executive Committee of the enterprise. Before joining Vytra, Mr. McAteer served as the Chief Deputy County Executive in Suffolk County, New York and prior to that as the Director of Human Resources for the Metropolitan Transportation Authority. Mr. McAteer's qualifications to serve on our Board include his business experience and multiple prior executive positions.

James M. Jenkinshas served as a director since 2016. Mr. Jenkins was appointed the Company’s Acting Chief Executive Officer and President effective February 1, 2024 and has served as the Company’s Executive Chairman since August 30, 2023. Mr. Jenkins is also the General Counsel and Vice President of Corporate Development for Transcat, Inc. (Nasdaq: TRNS), a provider of calibration, repair, inspection and laboratory services, where he serves as Transcat’s chief risk officer and advises management and the board of directors over matters of corporate governance and securities law.  He also leads Transcat’s acquisition strategy. He joined Transcat in September 2020. Prior to joining Transcat, he was a partner at Harter Secrest & Emery LLP, a regional law firm located in Western New York.  Mr. Jenkins’sYork State.  His practice isfocused in focused the areas of corporate governance, and general corporate law matters, including initial and secondary public offerings, private placements, mergers and acquisitions, and securities law compliance. Mr. Jenkins joined the firm in 1989 as an associate and was elected a partner effective January 1, 1997.  He hasis a Chambers rated attorney and served as the Chair of the firm's Securities Practice Group sincefrom 2001 to 2020 and served as a member of the firm’s Management Committee from January 2007 to January 2013. He was recently namedFrom 2018 until September 2020, he served as the Partner in Charge of the firm's New York City office. Mr. Jenkins holds a B.ABA from Virginia Military Institute and a J.D. from West Virginia University College of Law. Mr. Jenkins currently serves on the board of directors of Mars Acquisition Corp. (since November 2021) and previously served on the board of directors of OmniLit Acquisition Corp. from September 2021 to April 2023.  Mr. Jenkins previously served on our Board from 2012 to 2015 where he alsoand was a member of our Audit and Corporate Governance Committees. Mr. Jenkins’s qualifications to serve on our Board include his corporate governance experience as well his current business-related experience.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR”

EACH OF THE NOMINEES FOR DIRECTOR

INCUMBENT DIRECTOR - CLASS II

Term Expiring in 2018

Stephen M. Bachelder                Nikki L. Hamblin has served as our Chief Operating Officer since November 2012 and a director since 2004. From February 2011 to November 2012, heApril 2021. Ms. Hamblin has served as Chairmanthe Managing Director of our Board of Directors.Intermediary Sales at Manning & Napier Advisors, LLC, an investment management company, since July 2021.  From March 2011 until November 2012 heSeptember 2019 to July 2021, she served as our National Sales Manager. Mr. BachelderDirector of Advisor Services at Manning & Napier Advisors, LLC. In addition to her current role, she is a member of the firm’s Committee for Diversity & Inclusion.  Previously, she was an executive and Presidentthe Director of Swiftview, Inc.,Retirement Plan Services at GRP Financial California, LLC, a Portland, Oregon based software company, from 1999 to 2007. Swiftview, Inc. was sold to a private equity firm in October 2006. From 1991 to 1999 Mr. Bachelder operated aretirement plan consulting firm, advising technology companiesfrom September 2017 to August 2019 and she served as Vice President, Key Accounts at Manning & Napier from January 2013 to August 2017.  Prior to her experience at Manning & Napier, she served as an investment banker specializing in middle-market private and publicly owned mergers and acquisitions and financing transactions.  She obtained a Bachelor of Science degree from Syracuse University and a Master of Business Administration with a concentration in finance from the Pacific Northwest.  Mr. Bachelder wasWilliam E. Simon Graduate School of Business Administration at the presidentUniversity of Rochester and owner of an apparel company, Bachelder Imports, from 1982 to 1991has attained multiple securities and worked in executive positions for Giant Foods, Inc.financial planning licenses and Pepsico, Inc. between 1976 and 1982.  Mr. Bachelder is a graduate of the Harvard Business School. Mr. Bachelder’sdesignations. Ms. Hamblin’s qualifications to serve on our Board include his business educationher investment banking and multiple prior executive positions at a number of companies, including Lakeland.finance experience.

INCUMBENT DIRECTORS -– CLASS I

Terms Expiring in 20172026

Christopher J. Ryan has served as our Chief Executive Officer and President since November 2003, Secretary since April 1991, and a director since May 1986. Mr. Ryan was our Executive Vice President - Finance from May 1986 until becoming our President in November 2003. Mr. Ryan also worked as a Corporate Finance Partner at Furman Selz Mager Dietz & Birney, Senior Vice President-Corporate Finance at Laidlaw Adams & Peck, Inc., Managing-Corporate Finance Director of Brean Murray Foster Securities, Inc. and Senior Vice President-Corporate Finance of Rodman & Renshaw, respectively, between 1983-1991. Mr. Ryan served as a Director of Lessing, Inc., a privately held restaurant chain based in New York, from 1995-2008. Mr. Ryan received his BA from Stanford University, his MBA from Columbia Business School and his J.D. from Vanderbilt Law School. Mr. Ryan’s qualifications to serve on our board include his business and legal education as well as his lengthy experience as a director at our Company and at other companies.

A. John Krefthas served as a director since 2004. Mr. Kreft has been President of Kreft Interests, a Houston based private investment firm, since 2001. Between 1998 and 2001, he wasRonald Herring is the Chief Executive Officer of Baker Kreft Securities, LLC, a NASD broker-dealer. From 1996 to 1998, Mr. Kreft was a co-founder and manager of TriCap Partners, a Houston based venture capital firm. From 1994 to 1996 he was employed as a director at Alex Brown and Sons. Mr. Kreft has also held senior positions at CS First Boston, including as a managing director from 1989 to 1994. Mr. Kreft received his MBA from the Wharton School of Business. Mr. Kreft’s qualifications to serve on our board include his extensive capital markets experience with debt and equity financings and bank facilities. In addition, his familiarity with acquisition due diligence and integration issues assists him in his directorship of our company.

DIRECTOR COMPENSATION

Non-employee directors each received $4,000 quarterly and a fee of $500 for each Board or committee meeting attended for the first quarter of the fiscal year ended January 31, 2016 (sometimes referred to in this proxy statement as “FY16”). As of the second quarter of FY16, the fee was revised to $33,750 quarterly as compensation for serving as a member of the Board and on its committees. Two of the three independent directors chose to receive a percentage of their compensation in company restricted stock rather than all cash compensation. Memberschairperson of the Board of Directors are reimbursedAdvisors of C.N. Associates, Inc., a privately owned radiation protection and remediation company. He has served on the C.N. Associates’ Board of Advisors since December 2017 and as its chairperson since January 2020. Before joining C.N. Associates’ Board of Advisors, Mr. Herring retired in 2017 after more than thirty years working in various capacities for all travel related expensesMSA Safety Inc., including as Senior Vice President, President MSA International from 2015 until 2017, and as President, International, of MSA safety from 2011 until 2015. In these roles, Mr. Herring was in charge of international operations for MSA Safety. Since his retirement, Mr. Herring has served on various non-profit boards, and he served as the Visiting Executive in Residence at the Katz School of Business at the University of Pittsburgh from January 2018 to August 2023. Because of his extensive expertise in the safety products industry and as an executive of a publicly traded company, the Board considers Mr. Herring qualified to serve as a director.

Melissa Kidd has served as the Senior Vice President, Sales, for Atkore Inc. (NYSE: ATKR) since 2019. Atkore Inc. engages in the manufacture of electrical raceway products. It operates through two segments, Electrical and Safety & Infrastructure.  She joined Atkore Inc. as Vice President/General Manager in July 2017. Prior to joining Atkore Inc., Melissa served as Vice President, AMETEK Brookfield, an industrial R&D and quality instrumentation company based in Middleboro, Massachusetts. Prior to that, Melissa was President, Faradyne Motors, Palmyra, New York, a joint venture between ITT and Pentair Inc. Melissa earned her Masters of Business Administration from meetingsVirginia Polytechnic University, in Blacksburg, Virginia, and a Bachelor of Science in Biomedical Engineering from Marquette University, in Milwaukee, Wisconsin. The Board believes that Ms. Kidd’s extensive experience in product sales and business leadership positions at a publicly traded company qualify her to serve as a director of the Board and committees. Directors who are also officers of the Company are not compensated for their duties as directors. In its deliberations relating to directors’ compensation, the Compensation Committee reviewed a study conducted by The Conference Board, entitled “Director Compensation and Board Practices 2013 Edition.”Company.

The following table sets forth compensation paid by the Company to non-employee directors during FY16. Disclosures relating to the compensation of Christopher J. Ryan and Stephen M. Bachelder can be found in the “Executive Officer Compensation” section below.

DIRECTOR COMPENSATION - FISCAL 2016

Represents the aggregate grant date fair value of restricted stock granted to the director during FY16. The amounts in this column do not necessarily correspond to the actual value that will be realized by the director. The assumptions used to calculate the fair value are set forth in the Footnotes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2016 as filed with the SEC. As of January 31, 2016, none of the directors, other than Messrs. McAteer and Kreft, held outstanding shares of restricted stock or options. As of January 31, 2016, Mr. McAteer had outstanding 21,972 shares of restricted stock and an outstanding option to acquire 5,000 shares of common stock and Mr. Kreft had outstanding 8,819 shares of restricted stock.

RATIFICATION OF SELECTION OF WEISERMAZARS, LLP (WeiserMazars)

AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

(Item 2 on the Proxy Card)

The Audit Committee of our Board (“Audit Committee”) has selected WeiserMazars LLP (“Weiser Mazars”) as our independent registered public accounting firm to audit our consolidated financial statements for the fiscal year ending January 31, 2017, and has directed that management submit the selection of WeiserMazars as our independent registered public accounting firm for ratification by the stockholders at the Annual Meeting.

WeiserMazars was retained as our independent auditors on July 16, 2014. A representative of WeiserMazars is expected to be present or available by phone at the Annual Meeting and will be available to respond to appropriate questions from our stockholders and will be given an opportunity to make a statement if he or she desires to do so.

The affirmative vote of the holders of a majority of the shares present or represented by proxy and entitled to vote will be required to ratify the selection of WeiserMazars as our independent registered public accounting firm once a quorum is present. Abstentions will be counted toward the tabulation of votes cast on this proposal and will have the same effect as a vote against this proposal.

 Stockholder ratification of the selection of WeiserMazars as our independent registered public accounting firm is not required by our Bylaws or otherwise. However, the Audit Committee is submitting the selection of WeiserMazars to the stockholders for ratification as a matter of good corporate governance. If the stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee may in its discretion direct the appointment of different independent registered public accountants at any time during the year if they determine that such a change would be in the best interests of the Company and its stockholders.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THIS PROPOSALTHE NOMINEES FOR DIRECTOR

CORPORATE GOVERNANCE

Change in independent registered public accountantsLakeland operates within a comprehensive plan of corporate governance for the purpose of defining independence, assigning responsibilities, setting high standards of professional and personal conduct and assuring compliance with such responsibilities and standards.

United States

As reported in the Company’s Current Report on Form 8-K filed on July 21, 2014, we engaged WeiserMazars as our independent registered public accountants on July 16, 2014. On the same date, the Company dismissed Warren Averett, LLC (“Warren Averett”) as its independent registered public accountants, effective immediately. This change of independent registered public accountants was approved by our Audit Committee.

During the fiscal years ended January 31, 2013 and January 31, 2014, the Company had a disagreement with Warren Averett relating to the question of the classification of the following items as material weaknesses: (i) failure of internal controls over the international division (2013), (ii) failure to identify related party transactions (2014) and (iii) failure of entity level controls regarding international divisions (2014), each of which was resolved to the former accountant’s satisfaction. The Audit Committee discussed such disagreement with Warren Averett and the Company authorized Warren Averett to respond fully to the inquiries of the Company’s successor accountant, WeiserMazars, concerning the subject matter of such disagreement. There were no other disagreements with Warren Averett on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of Warren Averett, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its reports. In addition, during that time there were no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

Director Independence

The audit report of Warren Averett on the Company’s consolidated financial statements for the fiscal year ended January 31, 2014 did not contain an adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principles. The audit report of Warren Averett on the Company’s consolidated financial statements for the fiscal year ended January 31, 2014 contained an unqualified opinion with an emphasis of a matter. The audit report of Warren Averett on the Company’s consolidated financial statements for the fiscal year ended January 31, 2013 contained an opinion with an emphasis of a matter regarding the Company’s ability to continue as a going concern, which opinion was subsequently amended to remove such emphasis.

Warren Averett furnished the Company with a letter addressed to the SEC indicating that it agrees with the foregoing statements, except for certain statements with respect to which Warren Averett is not in a position to agree or disagree. A copy of this letter was filed as Exhibit 16.1 to the Company’s Current Report on Form 8-K filed on July 21, 2014.

During the fiscal years ended January 31, 2013 and January 31, 2014, neither the Company, nor anyone on its behalf, consulted with WeiserMazars regarding either: (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, in connection with which either a written report or oral advice was provided to the Company that WeiserMazars concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as described in Item 304(a)(1)(v) of Regulation S-K).

Brazil

As reported by the Company’s Current Report on Form 8-K filed on July 28, 2014, on July 23, 2014, ACAL Consultoria e Auditoria S/S Ltda. (“ACAL”), the independent registered public accounting firm for the Company’s former Brazilian subsidiary, Lake do Brasil Industria E Comercio de Roupas E Equipamentos de Protecao Individual LTDA (“Lakeland Brazil”), resigned effective with the engagement of Mazars Auditores Independentes S.S (“Mazars Brazil”) on the same date as Lakeland Brazil’s new independent registered public accounting firm. This change of independent registered public accountants was approved by our Audit Committee.

During the fiscal years ended January 31, 2013 and January 31, 2014, there were no disagreements with ACAL on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of ACAL, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its report. In addition, during that time there were no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

The audit report of ACAL on Lakeland Brazil’s financial statements for the fiscal year ended January 31, 2014 did not contain an adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principles. The audit report of ACAL on the Lakeland Brazil’s financial statements for the fiscal year ended January 31, 2014 contained an unqualified opinion with an emphasis of a matter regarding certain tax matters. The audit report of ACAL on the Lakeland Brazil’s financial statements for the fiscal year ended January 31, 2013 contained an unqualified opinion with an emphasis of a matter regarding Lakeland Brazil’s ability to continue as a going concern.

ACAL furnished the Company with a letter addressed to the SEC indicating that it agrees with the foregoing statements, except for certain statements with respect to which ACAL is not in a position to agree or disagree. A copy of this letter was filed as Exhibit 16.1 to the Company’s current report on Form 8-K filed on July 28, 2014.

During the fiscal years ended January 31, 2013 and January 31, 2014, neither the Company, nor anyone on its behalf, consulted with Mazars Brazil regarding either: (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on Lakeland Brazil’s financial statements, in connection with which either a written report or oral advice was provided to the Company that Mazars Brazil concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as described in Item 304(a)(1)(v) of Regulation S-K).

China

As reported by the Company in its Current Reports on Form 8-K filed on each of February 5, 2015 and March 26, 2015, Lakeland was informed by RSM China (Shanghai) (“RSM China”), the former auditors of the Company’s China subsidiary Weifang Lakeland Safety Products Co., Ltd. (“Lakeland China”), that RSM China has merged its practice with Ruihua Certified Public Accountants (“Ruihua CPA”). As a result of the merger, Ruihua CPA, as the successor to RSM China, became the auditors for Lakeland China on whom the Company’s independent registered public accounting firm has expressed reliance in its report.

During the fiscal years ended January 31, 2013 and January 31, 2014, and thereafter prior to the merger, neither the Company, nor anyone on its behalf, consulted with Ruihua CPA regarding either: (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s consolidated financial statements or Lakeland China’s financial statements, in connection with which either a written report or oral advice was provided to the Company that Ruihua CPA concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as described in Item 304(a)(1)(iv) of Regulation S-K).

On March 3, 2015, the Company was advised by Ruihua CPA that the firm’s policy (the “Policy”) prohibited a principal accountant from placing reliance on Ruihua CPA’s work, making reference to that effect in the principal accountants’ report and filing Ruihua CPA’s separate report in an annual report on Form 10-K or any other public filing.

As a result of this Policy, on March 20, 2015, the Company dismissed Ruihua CPA as the auditors for Lakeland China. The decision to dismiss Ruihua CPA was made and approved by the Audit Committee. In light of the abbreviated period of time for which Ruihua CPA was the auditors of Lakeland China, Ruihua CPA did not audit the financial statements of Lakeland China or issue any report for the fiscal year ended January 31, 2015. Ruihua CPA, as the successor firm to RSM China (Shanghai), has reissued its report for the fiscal year ended January 31, 2014.

During the fiscal years ended January 31, 2013 and January 31, 2014 and during the period from February 1, 2015 to the date of dismissal, there were no disagreements with Ruihua CPA or RSM China (Shanghai) on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of Ruihua CPA or RSM China (Shanghai), would have caused it to make reference to the subject matter of the disagreement(s) in connection with its report. In addition, during that time there were no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

Ruihua CPA furnished the Company with a letter addressed to the SEC indicating that it agrees with the foregoing statements, except for certain statements with respect to which Ruihua CPA is not in a position to agree or disagree. A copy of this letter was filed as Exhibit 16.1 to the Company’s Current Report on Form 8-K filed on March 25, 2015.

Effective as of March 20, 2015, the Audit Committee engaged Shanghai Mazars Certified Public Accountants (“Mazars China”) as the new independent registered public accountants of Lakeland China and Lakeland (Beijing) Safety Products Co., Ltd (“Beijing”).

During the fiscal years ended January 31, 2013 and January 31, 2014 and through the interim period preceding the engagement of Mazars China, neither the Company, nor anyone on its behalf, consulted with Mazars China regarding either: (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on Lakeland China’s and Beijing’s financial statements, in connection with which either a written report or oral advice was provided to the Company that Mazars China concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as described in Item 304(a)(1)(v) of Regulation S-K).

AUDIT COMMITTEE REPORT

The following is the report of the Audit Committee of the Board of Directors of Lakeland Industries, Inc., describing the Audit Committee’s responsibilities and practices, specifically with respect to matters involving Lakeland’s accounting, auditing, financial reporting and internal control functions. Among other things, the Audit Committee reviews and discusses with management and with Lakeland’s independent registered public accounting firm the results of Lakeland’s year-end audit, including the audit report and audited financial statements. The members of the Audit Committee of the Board are presenting this report for the fiscal year ended January 31, 2016.

The Audit Committee acts pursuant to a written charter that was originally adoptedstandards relied upon by the Board in 2001. The Nominating and Governance Committee and the Board consider membership of the Audit Committee annually. The Audit Committee reviews and assesses the adequacy of its charter annually. The Audit Committee held six meetings during the fiscal year ended January 31, 2016.

All members of the Audit Committee are independent directors, qualified to serve on the Audit Committee pursuant to the applicable Nasdaq Marketplace Rules. In accordance with its charter, the Audit Committee oversees accounting, financial reporting, internal control over financial reporting, financial practices and audit activities of Lakeland and its subsidiaries. The Audit Committee provides advice, counsel, and direction to management and the independent registered public accounting firm, based on the information it receives from them. The Audit Committee relies, without independent verification, on the information provided by Lakeland and on the representations made by management that the financial statements have been prepared with integrity and objectivity, on the representations of management, and the opinion of the independent registered public accounting firm that such financial statements have been prepared in conformity with accounting principles generally accepted in the United States, or GAAP.

In connection with its review of Lakeland’s audited financial statements for the fiscal year ended January 31, 2016, the Audit Committee reviewed and discussed the audited financial statements with management and discussed with WeiserMazars, Lakeland’s independent registered public accounting firm, the matters required to be discussed by PCAOB standards. The Audit Committee received the written disclosures and the letter from WeiserMazars required by the applicable requirements of the PCAOB and discussed with WeiserMazars its independence from Lakeland. The Audit Committee has also consideredaffirmatively determining whether the provision of certain permitted non-audit services by WeiserMazarsa director is compatible with their independence.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the audited consolidated financial statements be included in Lakeland’s Annual Report on Form 10-K for its fiscal year ended January 31, 2016 for filing with the SEC.

During fiscal 2016, the Audit Committee met with management and Lakeland’s independent registered public accountants and received the results of the audit examination, evaluations of Lakeland’s internal controls and the overall quality of Lakeland’s financial organization and financial reporting. The Audit Committee also meets at least once each quarter with Lakeland’s independent registered public accountants and management to review Lakeland’s interim financial results before the publication of Lakeland’s quarterly earnings press releases. The Audit Committee believes that a candid, substantive and focused dialogue with the independent registered public accountants is fundamental to the committee’s responsibilities. To support this belief, the Audit Committee meets separately with the independent registered public accountants without the members of management present on at least an annual basis.

The Audit Committee has established procedures for the receipt, retention and treatment of complaints received by Lakeland regarding accounting, internal accounting controls, or auditing matters, including the confidential, anonymous submission by Lakeland employees, received through established procedures, of concerns regarding questionable accounting or auditing matters. We have established a confidential email and hotline for employees to report violations of Lakeland’s Code of Ethics or other company policies and to report any ethical concerns.

The information contained in this report shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that Lakeland specifically incorporates it by reference into such filing.

The Audit Committee:

A. John Kreft (Chairman)

INDEPENDENT AUDITOR FEE INFORMATION

The Audit Committee appointed WeiserMazars as the independent registered public accounting firm to audit the fiscal 2016 financial statements.

Fees billed for services by WeiserMazars in fiscal 2016 and 2015 are as follows:

Audit Fees

Includes fees billed for professional services rendered for audit of our annual financial statements“independent,” in compliance with Section 404 of the Sarbanes-Oxley Act of 2002 and review of financial statements included in our Forms 10-Q and other filings with the SEC.

Audit-Related Fees

Includes certain services that are reasonably related to the performance of the audit or review of Lakeland’s consolidated financial statements. There were no such fees in fiscal 2016 or 2015.

Tax Fees

Includes tax preparation including audits, quarterly estimates and resolutions of various notices from taxing authorities. There were no such fees in fiscal 2016 or 2015.

All Other Fees

Includes fees billed for services not classified in any of the above categories. There were no such fees in fiscal 2016 or 2015.

Audit Committee Pre-Approval Policy

In accordance with applicable laws and regulations, the Audit Committee reviews and pre-approves any non-audit services to be performed by our independent registered public accounting firm to ensure that the work does not compromise their independence in performing their audit services. The Audit Committee generally also reviews and pre-approves all audits, audit related, tax and all other fees, as applicable. In some cases, pre-approval may be provided by the full committee for up to a year, and relates to a particular category or group of services and is subject to a specific budgetNASDAQ and SEC rules. In other cases, the chairmanrules, are comprised, in part, of the Audit Committee has the delegated authority from the committee to pre-approve additional services, and such pre-approvals are then communicated to the full Audit Committee at its next meeting.

CORPORATE GOVERNANCE

Director Independence

Our Board is currently composed of five directors. Effective July 8, 2015, we reduced our Board from seven to five directors to save costs. The Board believes that has operated efficiently and can continue to operate effectively at this new size. As required under the Marketplace Rules of the Nasdaq Stock Market LLC (“Nasdaq”), a majority of the members of a Nasdaq listed company’s board of directors must qualify as “independent,” as affirmatively determined by our Board. Our Board consults with our counsel, as necessary, to ensure that the Board’s determinations are consistent with all relevant securities and other laws and regulations regarding the definition of “independent,” including those objective standards set forth in pertinent Nasdaq Marketplace Rules, assuch rules. In addition to these objective standards and in effect from time to time.

Consistentcompliance with these considerations, after review of all relevant transactions or relationships with eachNASDAQ and SEC rules, no director or any of his or her family members, our Board has affirmatively determined that, other than Christopher J. Ryan, our Chief Executive Officer, President and Secretary, and Stephen M. Bachelder, our Chief Operating Officer, each member of our Board is anwill be considered independent director for purposes of the Nasdaq Marketplace Rules. The Board has also determined that Mr. James M. Jenkins, who is nominated for election at the Annual Meeting, meets the independence criteria of the Nasdaq Marketplace Rules. In making this determination, the Board found that none of these directors or nominees for director has a direct or indirect material or other disqualifying relationship with us, which, in the opinion of the Board, would interfere with the exercise of independent judgmentjudgement in carrying out the responsibilities of a director.  The Board exercises appropriate discretion in identifying and evaluating any such relationship.  The Board, in applying the above-referenced standards and after considering all of the relevant facts and circumstances, has affirmatively determined that the Company’s independent directors and director nominees are:  Martin G. Glavin, Nikki L. Hamblin, Ronald Herring, Melissa Kidd, Thomas J. McAteer, and Jeffrey Schlarbaum, representing a majority of the members of the Board. 

In determining that Mr. McAteer is independent, the Board considered his role as a consultant of the Company, for which he receives a fee of $5,000 per month and also received a one-time grant of 3,472 restricted stock units (“RSUs”) (with a grant date fair value of $50,000) on September 1, 2023 as consideration for his consulting services. The Board holdsdetermined that Mr. McAteer’s limited consulting role did not interfere with his exercise of independent judgment in carrying out his responsibilities as a director of Lakeland.

Lakeland’s independent directors meet in executive sessions of its independent directors when it deemsdeemed necessary, but at least once pergenerally no less than twice a year.

Board and Committee Meetings and Attendance

The Board has three standing committees: ancommittees – the Audit Committee, athe Compensation Committee, and athe Nominating and Governance Committee. Each of these committeescommittee operates under a written charter adopted by the Board. Copies of these charters areBoard and each charter is available without charge on our website atwww.lakeland.comunder the headings Investor Relations-Financial Information-“Lakeland Board Committee Charters and Governance Guidelines.heading “Investor Relations-Governance.”  Board committee charters areHard copies may also available in printbe obtained, without charge, by writing to stockholders upon written request, addressed to the Corporateour Secretary at 3555 Veterans Memorial Highway,Lakeland Industries, Inc., 1525 Perimeter Parkway, Suite C, Ronkonkoma, New York 11779.325, Huntsville, AL 35806.

During the fiscal year ended January 31, 2016,2024, there were nine (9)eight meetings of the Board of Directors; six (6)Board; four meetings of the Audit Committee; one (1)five meetings of the Compensation Committee; and one (1) meetingfive meetings of the Nominating and Governance Committee.  Each director attended at least 75% of the aggregate number of meetings of the Board, and allthe respective committees onof which he servedor she is a member, during the period for which he or she was a director or committee member, respectively, during the fiscal year ended January 31, 2016.2024.

Audit Committee

DuringAs of the fiscal 2016,year ended January 31, 2024, the members of our Audit Committee were Jeffrey Schlarbaum (Chairman), Nikki Hamblin and Ronald Herring. As of the date of this Proxy Statement, the members of our Audit Committee consisted of A. John KreftJeffrey Schlarbaum (Chairman), Duane AlbroMartin G. Glavin, Nikki Hamblin and Thomas McAteer. The Board annually reviewsRonald Herring. Each member of the definition of independence for Audit Committee has been determined by the Board, as reviewed on an annual basis, to meet the standards for independence required of audit committee members by the NASDAQ listing standards and has determined that all members of our Audit Committee are independent (as independence is currently defined under applicable Nasdaq Marketplace Rules).SEC rules.  Our Board has determined that each of Mr. KreftGlavin and Mr. Schlarbaum is an “audit committee financial expert,” as such term is defined inexpert” within the meaning of applicable SEC rules of the SEC based upon, among other things, his MBAeducational background and experience and having served in finance fromchief executive officer roles in which they oversaw or assessed the Wharton Schoolperformance of Business, four and a half years’ experiencecompanies or public accountants with two “Big 4” accounting firms, eighteen yearsrespect to the preparation, auditing or evaluation of investment banking, underwriting and advisory services experience with several brokerage firms such as Credit Suisse and Alex Brown and three years as Chief Executive Officer of a NASD broker dealer. Mr. Kreft has held five levels of security licenses at various times including General Securities Principal.financial statements.

The formal report of our Audit Committee is included in this proxy statement.Proxy Statement. The Audit Committee’s responsibilities include, among other things:

Compensation Committee

DuringAs of the fiscal 2016,year ended January 31, 2024 and as of the date of this Proxy Statement, the members of our Compensation Committee consisted ofwere Thomas J. McAteer (Chairman), Duane AlbroNikki Hamblin, and A. John Kreft, eachMelissa Kidd. All members of whom is an independent director (as independence is currently defined underthe Compensation Committee have been determined to meet the applicable Nasdaq Marketplace Rules).NASDAQ and SEC standards for independence.  Our Compensation Committee’s role includes setting and administering the policies governing the compensation of executive officers, including cash compensation and equity incentive programs, and reviewing and establishing the compensation of the Chief Executive Officer and other executive officers. Our Compensation Committee’s principal responsibilities, which have been authorized by the Board, are:

Our Compensation Committee does not delegate any of its responsibilities to other committees or persons. Participation by executive officers in the recommendation or determination of compensation for executive officers or directors is limited to (i) recommendations by our Chief Executive Officer to our Compensation Committee regarding the compensation of executive officers other than with respect to himself and (ii) our Chief Executive Officer’s participation in Board determinations of compensation for the non-employee directors.

Nominating and Governance Committee

DuringAs of the fiscal 2016,year ended January 31, 2024 and as of the date of this Proxy Statement, the members of our Nominating and Governance Committee consisted of Duane Albro (Chairman)were Nikki Hamblin (Chair), A. John KreftMelissa Kidd, and Thomas McAteer, eachJ. McAteer.  All of whom is an independent director (as independence is currently defined inthe members of the Nominating and Governance Committee have been determined to meet the applicable Nasdaq Marketplace Rules).NASDAQ and SEC standards for independence.  The purpose of the Nominating and Governance Committee is to identify, screen and recommend to the Board qualified candidates to serve as directors, to develop and recommend to the Board a set of corporate governance principles applicable to Lakeland, and to oversee corporate governance and other organizational matters. The Nominating and Governance Committee’s responsibilities include, among other things:

Environmental, Social, and Governance (“ESG”) Programs

As a company dedicated to protecting and improving the health and safety of workers, and their families, around the world, we believe that ESG stewardship is critical to successfully executing our mission.  Consistent with this belief, the Board is committed to assuring that the Company’s ESG program flourishes and benefits our employees and the communities within which we operate around the world. The Nominating and Governance Committee and the Board exercise oversight and provide direction to the executive team with regard to the Company’s ESG programs and policies.  The Board considers sound stewardship of these matters critical to development of the Company’s work force, the sustainability of its supply chain, and sound corporate citizenship.  The executive team is charged with maintaining and implementing these policies and programs and reports, at regular intervals, to the Nominating and Governance Committee and the Board on progress and the status of the Company’s ESG program and its elements.  The ESG program consists of policies, statements, and internal reporting covering the following program elements:

Copies of the Company’s ESG programs and policies can be found on our website at www.lakeland.com under the heading “Investor Relations-Governance.”

Director Nomination Procedures

The Nominating and Governance Committee will consider director candidatesindividuals recommended by stockholders for nomination as candidates for election to the Board at annual meetings of stockholders. In considering candidates submitted by stockholders,Such suggested nominees will be considered in the context of the Nominating and Governance Committee’s determination regarding all issues relating to the composition of the Board, including the size of the Board, any criteria the Nominating and Governance Committee will take into consideration the needs of themay develop for prospective Board candidates and the qualifications of the candidate.candidates relative to any such criteria. The Nominating and Corporate Governance Committee may also take into consideration the number of shares held by the recommending stockholder and the length of time that such shares have been held. To haveAny stockholder who wants to nominate a candidate considered byfor election to the Nominating and Governance Committee, a stockholderBoard must submitdeliver timely notice to our Secretary at our principal executive offices. In order to be timely, the recommendation in writing andnotice must include the following information:be delivered:

The stockholder’s notice to the Secretary must set forth:

TheA stockholder recommendationproviding notice of any nomination proposed to be made at an annual meeting or special meeting shall further be required, for such notice of nomination to be proper, to update and supplement the notice, if necessary, so that the information described above mustprovided or required to be sentprovided in the notice is true and correct as of the record date for the meeting and as of the date that is ten business days prior to the Corporate Secretary at 3555 Veterans Memorial Highway, Suite C, Ronkonkoma, New York 11779meeting or any adjournment or postponement thereof, and mustsuch update and supplement shall be delivered to or mailedthe Secretary at the principal executive offices of the Company not later than five business days after the record date for the meeting in the case of the update and received bysupplement requirement to be made as of the Corporate Secretary not earlier than the one hundred fiftieth (150^th) calendar day,record date, and not later than the close ofeight business on the one hundred twentieth (120^th) calendar day,days prior to the first anniversarydate for the meeting, any adjournment or postponement thereof in the case of the immediately preceding year’s Annual Meetingupdate and supplement required to be made as of Stockholders.ten business days prior to the meeting or any adjournment or postponement thereof.  

The notice delivered by a stockholder must be accompanied by a written consent of each proposed nominee to be named as a nominee and to serve as a director if elected.  The stockholder must be a stockholder of record on the date on which the stockholder gives the notice described above and on the record date for the determination of stockholders entitled to vote at the meeting.

The Nominating and Governance Committee believes that the minimum qualifications for serving as a director are that a nominee demonstrate, by significant accomplishment in his or her field, an ability to make a meaningful contribution to the Board’s oversight of the business and affairs of Lakeland and have an impeccable record and reputation for honesty and ethical conduct in both his or her professional and personal activities. In addition, the Nominating and Governance Committee examines a candidate’s specific experiences and skills, relevant industry background and knowledge, time availability in light of other commitments, potential conflicts of interest, interpersonal skills and compatibility with the Board, and independence from management and the Company. The Nominating and Governance Committee also seeks to have the Board represent a diversity of backgrounds and experience. The Nominating and Governance Committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. The Nominating and Governance Committee believes that the backgrounds and qualifications of the directors, considered as a group, should provide a composite mix of experience, knowledge and abilities that will allow the Board to fulfill its responsibilities.

The Nominating and Governance Committee identifies potential nominees through independent research and through consultation with current directors and executive officers and other professional colleagues. The Nominating and Governance Committee looks for persons meeting the criteria above and takes note of individuals who have had a change in circumstances that might make them available to serve on the Board, for example, retirement as a Chief Executive Officer or Chief Financial Officer of a company. The Nominating and Governance Committee also, from time to time, may engage firms that specialize in identifying director candidates. As described above, the Nominating and Governance Committee will also consider candidates recommended by stockholders.

Once a person has been identified by the Nominating and Governance Committee as a potential candidate, the committee may collect and review publicly available information regarding the person to assess whether the person should be considered further. If the Nominating and Governance Committee determines that the candidate warrants further consideration by the committee, the Chairman or another member of the committee will contact the person. Generally, if the person expresses a willingness to be considered and to serve on the Board, the Nominating and Governance Committee requests a resume and other information from the candidate, reviews the person’s accomplishments and qualifications, including in light of any other candidates that the committee might be considering. The Nominating and Governance Committee may also conduct one or more interviews with the candidate, either in person, telephonically or both. In certain instances, Nominating and Governance Committee members may conduct a background check, may contact one or more references provided by the candidate or may contact other members of the business community or other persons that may have greater first-hand knowledge of the candidate’s accomplishments. The Nominating and Governance Committee’s evaluation process does not vary based on whether or not a candidate is recommended by a stockholder, although, as stated above, the committee may take into consideration the number of shares held by the recommending stockholder and the length of time that such shares have been held.

Board Diversity

The following diversity statistics are reported in the standardized disclosure matrix that was proposed by Nasdaq and approved by the SEC in August 2021.  The information included in the standardized disclosure matrix represents the composition of the Board as of May 1, 2024.

Interested Party Communications

The Board has established a process to receive communications from stockholders and other interested parties. Stockholders and other interested parties may contact any member (or all members) of the Board by mail. To communicate with the Board, any individual director or any group or committee of directors, correspondence should be addressed to the Board or any such individual director or group or committee of directors by either name or title. All such correspondence should be sent c/o Corporateour Secretary 3555 Veterans Memorial Highway,at Lakeland Industries, Inc., 1525 Perimeter Parkway, Suite C, Ronkonkoma, New York 11779.325, Huntsville, AL 35806.

All communications received as set forth in the preceding paragraph will be opened by the office of our Corporate Secretary for the sole purpose of determining whether the contents represent a message to our directors. Any contents that are not in the nature of advertising, promotions of a product or service, or patently offensive material will be forwarded promptly to the addressee. In the case of communications to the Board or any group or committee of directors, the Corporate Secretary’s office will make sufficient copies of the contents to send to each director who is a member of the group or committee to which the envelope is addressed.

Director Attendance at Annual Stockholder Meetings

We expect that each of our directors attend our Annual Stockholder Meetings,annual meetings of stockholders, as provided in our Corporate Governance Guidelines. AllFive of our directors then in office attended the annual meeting of stockholders held on June 14, 2023. Two directors whose terms on the Board were in attendanceending and who were not standing for re-election did not attend the 2023 annual meeting. Two of our current directors who were elected for the first time at the July 8, 2015 Annual Meeting of Stockholders.2023 annual meeting did attend that meeting.

Corporate Governance Guidelines and Practices

We are committed to good corporate governance practices and as such we have adopted formal Corporate Governance Guidelines.  A copy of the Corporate Governance Guidelines may be found on our website atwww.lakeland.com under the headings Investor Relations-Financial Information—“Lakeland Board Committee Charters andheading “Investor Relations-Governance-Corporate Governance Guidelines.”  Below are some highlights of our corporate governance guidelines and practices:

Risk Oversight

Management is responsible for the day-to-day management of risks for Lakeland, while our Board, of Directors, as a whole and through its committees, is responsible for the oversight of risk management.  The Board sets our overall risk management strategy and our risk appetite and ensures the implementation of our risk management framework.  Specific committees of the Board are responsible for overseeing specific types of risk.  Our Audit Committee periodically discusses risks as they relate to the Company’s financial statements, the evaluation of the effectiveness of internal control over financial reporting, compliance with legal and regulatory requirements including the Sarbanes-Oxley Act, and related party transactions, among other responsibilities set forth in the Audit Committee’s charter.  Our Audit Committee also periodically may review our tax exposures and our internal processes to ensure compliance with applicable laws and regulations.  TheIn addition, the Audit Committee, together with the Board, of Directorsoversees and reviews with management the Company’s cyber security program and contingency plans on a quarterly basis.  Our Board monitors risks as they may be related to financing matters such as acquisitions and dispositions, our capital structure, credit facilities, equity issuances, and liquidity.  Our Compensation Committee establishes our compensation policies and programs in such a manner that our executive officers are not incentivized to take on an inappropriate level of risk.  Our Audit Committee Chairman reviews any employee reports regarding suspected violations of our Code of Conduct.  Each of our board committees of the Board regularly delivers periodic reports to the members of the Board, in order to keep the Board of Directors informed about what transpires at committee meetings.  In addition, if a particular risk is material or where otherwise appropriate, the full Board may assume oversight over such risk, even if the risk was initially overseen by a committee.

Code of Ethics

The Board adopted our Global Code of Ethics, as amended, on June 19, 2015Business Conduct (the “Code of Ethics”) that applies to all officers, directors and employees.  The Code of Ethics sets forth information and procedures for employees to report ethical or accounting concerns, misconduct or violations of the Code in a confidential manner.  The Code of Ethics is available on our website atwww.lakeland.com under the headings Investor Relations-Financial Information-Codeheading “Investor Relations-Governance-Global Code of Ethics Policy 2015.Business Conduct.”  Amendments to, and waivers from, the Code of Ethics will be disclosed at the same website address provided above and, in such filings, as may be required pursuant to applicable law or listing standards.  We intend to satisfy the disclosure requirement under Item 5.05(c) of Form 8-K regarding certain amendments to, or waivers from a provision of this codeour Code of ethicsEthics by posting such information on our website atwww.lakeland.comunder the headings Investor Relations-Financial Information-Codeheading “Investor Relations-Governance-Global Code of Business Conduct.”  The Board has also adopted a Code of Ethics Policy 2015.for CEO and Senior Financial Officers (the “Senior Officer Code of Ethics”) that is applicable to our Chief Executive Officer and all senior financial officers, including the Chief Financial Officer and principal accounting officer and controller.  The Senior Officer Code of Ethics is available on our website at www.lakeland.com under the heading “Investor Relations-Governance- Code of Ethics for CEO and Senior Financial Officials.”

Compensation Committee Interlocks and Insider Participation

The membersNo member of our Compensation Committee during fiscal 2016 were Mr. McAteer (Chairman), Mr. Kreft and Mr. Albro. None of these members is an officer or employee of Lakeland, and none of our executive officers serves as a member of a Compensation Committeecompensation committee of any entity that has one or more executive officers serving as a member of our Compensation Committee.

DIRECTOR COMPENSATION

For the fiscal year ended January 31, 2024, the compensation structure for our non-employee directors was as follows:

Our independent directors no longer have the option to receive their fees in shares of our common stock or other equity awards.

For the fiscal year ended January 31, 2024, James M. Jenkins received cash compensation of $250,000 plus a one-time equity award of 15,000 RSUs, vesting one year from the date of grant, for his services as Executive Chairman. The Compensation Committee also approved a discretionary cash performance bonus for Mr. Jenkins of $150,000 for his role in the transition of Charles Roberson from the Chief Executive Officer role and for Mr. Jenkins’ extensive work in his role as Executive Chairman during FY2024.

Following the Company’s 2023 Annual Meeting on June 14, 2023, each of our non-employee directors then serving on the Board, including Mr. Jenkins, who was serving as Chairman at that time but had not yet been appointed Executive Chairman, received awards of 5,086 time-based RSUs under our 2017 Equity Incentive Plan, which vest in full on the first anniversary of the date of grant, assuming the director’s continuous service on the Board of Directors on such date.

Members of the Board of Directors are reimbursed for all travel-related expenses to and from meetings of the Board and committees.  Directors who are also officers of the Company are not compensated for their duties as directors.

DIRECTOR COMPENSATION - FISCAL 2024

The following table sets forth compensation paid by the Company to our directors during the fiscal year ended January 31, 2024.

PROPOSAL NO. 2

RATIFICATION OF SELECTION OF DELOITTE & TOUCHE LLP

AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our Audit Committee has selected Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm to audit our consolidated financial statements for the fiscal year ending January 31, 2025 and has directed that management submit the selection of Deloitte as our independent registered public accounting firm for ratification by the stockholders at the Annual Meeting. A representative of Deloitte is expected to be available at the Annual Meeting and will be available to respond to appropriate questions from our stockholders and will be given an opportunity to make a statement if he or she desires to do so.

Neither our Bylaws nor other governing documents or applicable law require stockholder ratification of the selection of Deloitte as our independent registered public accounting firm. However, the Audit Committee seeks to have the selection of Deloitte ratified as a matter of good corporate governance. If the stockholders fail to ratify the selection, the Audit Committee will reconsider whether to retain that firm. Even if the selection is ratified, the Audit Committee may in its discretion direct the appointment of different independent registered public accountants at any time during the year if they determine that such a change would be in the best interests of the Company and its stockholders.

Vote Required

The affirmative vote of the holders of a majority of the shares present or represented by proxy and entitled to vote at the Annual Meeting will be required to ratify the selection of Deloitte. You may vote “for,” “against” or “abstain.”  If you “abstain” from voting with respect to this proposal, your vote will have the same effect as a vote “against” this proposal.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THIS PROPOSAL

AUDIT COMMITTEE REPORT

The following is the report of the Audit Committee of the Board of Directors of Lakeland Industries, Inc., describing the Audit Committee’s responsibilities and practices, specifically with respect to matters involving Lakeland’s accounting, auditing, financial reporting and internal control functions. Among other things, the Audit Committee reviews and discusses with management and with Lakeland’s independent registered public accounting firm the results of Lakeland’s year-end audit, including the audit report and audited financial statements. The members of the Audit Committee of the Board are presenting this report for the fiscal year ended January 31, 2024.

The Audit Committee acts pursuant to a written charter. The Nominating and Governance Committee and the Board consider membership of the Audit Committee annually. The Audit Committee reviews and assesses the adequacy of its charter annually. The Audit Committee held four meetings during the fiscal year ended January 31, 2024.

All members of the Audit Committee are independent directors, qualified to serve on the Audit Committee pursuant to the applicable NASDAQ rules. In accordance with its charter, the Audit Committee oversees accounting, financial reporting, internal control over financial reporting, financial practices and audit activities of Lakeland and its subsidiaries. The Audit Committee provides advice, counsel, and direction to management and the independent registered public accounting firm, based on the information it receives from them. The Audit Committee relies, without independent verification, on the information provided by Lakeland and on the representations made by management that the financial statements have been prepared with integrity and objectivity, on the representations of management, and the opinion of the independent registered public accounting firm that such financial statements have been prepared in conformity with accounting principles generally accepted in the United States, or GAAP.

In connection with its review of Lakeland’s audited financial statements for the fiscal year ended January 31, 2024, the Audit Committee reviewed and discussed the audited financial statements with management and discussed with Deloitte, Lakeland’s independent registered public accounting firm, the matters required to be discussed by Public Company Accounting Oversight Board (“PCAOB”) standards and the SEC. The Audit Committee received the written disclosures and the letter from Deloitte required by the applicable requirements of the PCAOB and discussed with Deloitte its independence from Lakeland. The Audit Committee has also considered whether the provision of certain permitted non-audit services by Deloitte is compatible with their independence.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the audited consolidated financial statements be included in Lakeland’s Annual Report on Form 10-K for its fiscal year ended January 31, 2024 for filing with the SEC.

During fiscal 2024, the Audit Committee met with management and Lakeland’s independent registered public accounting firm and received the results of the audit examination, evaluations of Lakeland’s internal controls and the overall quality of Lakeland’s financial organization and financial reporting. The Audit Committee also meets at least once each quarter with Lakeland’s independent registered public accounting firm and management to review Lakeland’s interim financial results before the publication of Lakeland’s quarterly earnings press releases. The Audit Committee believes that a candid, substantive and focused dialogue with the independent registered public accounting firm is fundamental to the committee’s responsibilities. To support this belief, the Audit Committee meets separately with the independent registered public accounting firm without the members of management present on at least an annual basis.

The Audit Committee has established procedures for the receipt, retention and treatment of complaints received by Lakeland regarding accounting, internal accounting controls, or auditing matters, including the confidential, anonymous submission by Lakeland employees, received through established procedures, of concerns regarding questionable accounting or auditing matters. We have established a confidential email and hotline for employees to report violations of Lakeland’s Code of Ethics or other company policies and to report any ethical concerns.

The information contained in this report shall not be deemed “soliciting material” to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that Lakeland specifically incorporates it by reference into such filing.

INDEPENDENT AUDITOR FEE INFORMATION

The Audit Committee appointed Deloitte as the independent registered public accounting firm to audit the financial statements for the fiscal year ended January 31, 2024.  Deloitte has served as our independent registered public accounting firm since 2020. 

Fees billed for services by Deloitte during fiscal 2024 and fiscal 2023 are as follows:

Audit Fees

Includes fees billed for professional services rendered for audit of our annual financial statements in compliance with Section 404 of the Sarbanes-Oxley Act of 2002 and review of financial statements included in our Forms 10-Q and other filings with the SEC.

Audit-Related Fees

Includes certain services that are reasonably related to the performance of the audit or review of Lakeland’s consolidated financial statements and fees for acquisition related services.

Tax Fees

Includes service for tax compliance, tax advice and tax planning.

All Other Fees

Includes fees billed for services not classified in any of the above categories.

Audit Committee Pre-Approval Policy

In accordance with applicable laws and regulations, the Audit Committee reviews and pre-approves any non-audit services to be performed by our independent registered public accounting firm to ensure that the work does not compromise their independence in performing their audit services.  The Audit Committee generally also reviews and pre-approves all audits, audit related, tax and all other fees, as applicable.  In some cases, pre-approval may be provided by the full committee for up to a year and relates to a particular category or group of services and is subject to a specific budget and SEC rules. In other cases, the chairman of the Audit Committee has the delegated authority from the committee to pre-approve additional services, and such pre-approvals are then communicated to the full Audit Committee at its next meeting.

PROPOSAL NO. 3

ADVISORY VOTE ON EXECUTIVE COMPENSATION

As required by Section 14A of the Exchange Act, the Company is providing stockholders with an advisory (non-binding) vote on compensation programs for our named executive officers (sometimes referred to as “say on pay”). See “Executive Officer Compensation.” Accordingly, you may vote on the following resolution at the Annual Meeting:

RESOLVED, that the compensation paid to the named executive officers, as disclosed in this Proxy Statement pursuant to the SEC’s executive compensation disclosure rules (which disclosure includes the compensation tables and the narrative discussion that accompanies the compensation tables), is hereby approved.

This non-binding advisory vote on executive compensation will be considered approved by the affirmative vote of a majority of the shares present or represented by proxy and entitled to vote on the matter. You may vote “for,” “against” or “abstain.” Although this vote is non-binding, the Board and the Compensation Committee, which is comprised of independent directors, expect to take into account the outcome of the vote when considering future executive compensation decisions.

Our Board has adopted a policy of providing for annual advisory (non-binding) votes from stockholders on executive compensation until our Board determines that a different frequency for this advisory vote is in the best interests of our stockholders. The Company’s stockholders are being asked to vote, on an advisory basis, on “Proposal 4: Frequency of Advisory Vote Regarding Executive Compensation” at the 2024 Annual Meeting of Stockholders. The Board is recommending that future say-on-pay votes continue to be held every year. Should the “ONE YEAR” frequency option again be selected by the Company, our next stockholder advisory vote on executive compensation would be expected to occur at the 2025 Annual Meeting of Stockholders.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THIS PROPOSAL

PROPOSAL NO. 4

FREQUENCY OF ADVISORY VOTE REGARDING EXECUTIVE COMPENSATION

The Company is seeking an advisory vote on the frequency with which say-on-pay votes regarding executive compensation, should be held in the future. The advisory vote is commonly referred to as “say on frequency.” By voting on this Proposal No. 4, stockholders may indicate whether they prefer an advisory vote on the compensation of our named executive officers every one, two, or three years.

After careful consideration of this Proposal No. 4, our Board of Directors has determined that an advisory vote on executive compensation that occurs every year is the most appropriate alternative for our Company and, therefore, the Board recommends that you support a frequency period of every year for the advisory vote on executive compensation.

Stockholders are not voting to approve or disapprove of the Board’s recommendation. Instead, stockholders have four choices with respect to this proposal: one year, two years, three years or abstaining from voting on the proposal. While this vote is advisory and non-binding in nature, it is the intention of the Board of Directors to give careful consideration to the frequency desired by our stockholders as expressed by their vote on this Proposal before determining the action the Board deems most appropriate for Lakeland and its stockholders.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR A “ONE YEAR” FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF EXECUTIVE OFFICERS

PROPOSAL NO. 5
APPROVAL OF THE LAKELAND INDUSTRIES, INC. EMPLOYEE STOCK PURCHASE PLAN

We are seeking shareholder approval of the Lakeland Industries, Inc. Employee Stock Purchase Plan, which will provide eligible employees with opportunities to purchase shares of the Company’s common stock. The Lakeland Industries, Inc. Employee Stock Purchase Plan (the “ESPP” and, such proposal, the “ESPP Proposal”) is set forth in Appendix A.

Overview

On April 26, 2024, our Board of Directors adopted, subject to the approval of our stockholders, the ESPP. We believe that the adoption of the ESPP will benefit us by providing employees with an opportunity to acquire shares of common stock and will enable us to attract, retain and motivate valued employees.

A total of 100,000 shares of common stock will be reserved and authorized for issuance under the ESPP. Based on the closing price of our common stock as reported by Nasdaq on April 16, 2024, the maximum aggregate market value of the 100,000 shares of common stock that could potentially be issued under the ESPP is approximately $1,589,000.

Summary of the Material Provisions of the ESPP

The following description of certain provisions of the ESPP is intended to be a summary only. The summary is qualified in its entirety by the full text of the ESPP, a copy of which is attached to this Proxy Statement as Appendix A. It is our intention that the ESPP qualify as an “employee stock purchase plan” under Section 423 of the United States Internal Revenue Code of 1986, as amended (the “Code”).

An aggregate of 100,000 shares will be reserved and available for issuance under the ESPP. If our capital structure changes because of a dividend or other distribution, recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of our securities, or similar event, the number of shares that can be issued under the ESPP will be appropriately adjusted.

The ESPP will be administered by the person or persons appointed by the Board of Directors. Initially, the Compensation Committee will administer the ESPP and will have full authority to make, administer and interpret such rules and regulations regarding the ESPP as it deems advisable.

Any employee of the Company or one of its subsidiaries that has been designated to participate in the ESPP is eligible to participate in the ESPP so long as the employee has been employed by the Company or a participating subsidiary for at least six months and is customarily employed for more than 20 hours a week and more than five months in any calendar year. No person who owns or holds, or as a result of participation in the ESPP would own or hold, common stock or options to purchase common stock that together equal to 5% or more of total combined voting power or value of all classes of stock of the Company or any parent or subsidiary is entitled to participate in the ESPP. No employee may exercise an option granted under the ESPP that permits the employee to purchase common stock having a value of more than $25,000 (determined using the fair market value of the common stock at the time such option is granted), or such future annual accrual limitation as determined under Section 423(b) of the Code, in any calendar year.

Participation in the ESPP is limited to eligible employees who authorize payroll deductions equal to a whole percentage of base pay to the ESPP. Employees may authorize payroll deductions, with a minimum of 1% of base pay and a maximum of 15% of base pay. As of the date of this Proxy Statement, there are currently approximately 76 employees who will be eligible to participate in the ESPP. Once an employee becomes a participant in the ESPP, that employee will automatically participate in successive offering periods, as described below, until such time as that employee withdraws from the ESPP, becomes ineligible to participate in the ESPP, or his or her employment ceases.

Unless otherwise determined by the Compensation Committee, each offering of common stock under the ESPP will be open for a period of time of up to 27 months, which we refer to as an “offering period.” Offerings under the ESPP will generally begin on the first business day occurring on or after each February 1 and August 1 (each such day, a “grant date”) and will end on the last business day occurring on or before the following July 31 and January 31, respectively. Shares of common stock are purchased under the ESPP on the last day of each offering period, with that day being referred to as an “exercise date.” The ESPP administrator may establish different offering periods or exercise dates under the ESPP.

On the exercise date of each offering period, the employee is deemed to have exercised the option granted under the ESPP, at the exercise price for the lowest of (i) a number of shares of common stock determined by dividing such employee’s accumulated payroll deductions on such exercise date by the exercise price; (ii) 2,500 shares; or (iii) such lesser number as established by the ESPP administrator in advance of the offering. The exercise price is equal to the lesser of 85% of the fair market value per share of common stock on the (i) first day of the offering period or (ii) exercise date.

Upon termination of a participant’s employment for any reason which occurs at least 30 days before the exercise date, the participant will be deemed to have withdrawn from the ESPP and payroll deductions will be returned to the participant.  If termination of employment occurs within 30 days of an exercise date, the accumulated payroll deductions will be used to purchase shares on the exercise date.

Except as may otherwise be permitted by the ESPP administrator in advance of an offering, a participant may increase or decrease the amount of his or her payroll deductions during any offering period and may increase or decrease the amount of his or her payroll deduction with respect to the next offering, in each case electronically through the ESPP’s online portal before the start of the next offering period. A participant may withdraw from participation in the ESPP at any time without affecting his or her eligibility to participate in future offerings. If a participant withdraws from an offering period, that participant may not again participate in the same offering period, but may enroll in subsequent offering periods. An employee’s withdrawal will be effective as of the beginning of the next business day.

The ESPP will automatically terminate on the ten (10)-year anniversary of the ESPP effective date, which is the later of (a) the date the ESPP is adopted by the Board of Directors and (b) the date it is approved by our stockholders. The Board of Directors may, in its discretion, at any time, terminate or amend the ESPP, provided, however, if the amendment relates to increasing the number of shares approved for issuance under the ESPP or making any other change that would require stockholder approval in order for the ESPP to qualify as an “employee stock purchase plan” under Section 423(b) of the Code, the ESPP may not be so amended without stockholder approval.

New Plan Benefits

Since participation in the ESPP is voluntary, the benefits or amounts that will be received by or allocated to any individual or group of individuals under the ESPP in the future are not determinable and no awards have been granted that are contingent on stockholder approval of the ESPP. Accordingly, we have not included a New Plan Benefits table. Furthermore, participation in the ESPP is limited to eligible employees who provide services to the Company. Any such employee may, subject to the limitations described herein, in the ESPP and/or applicable law, authorize payroll deductions and participate in the ESPP once effective. Moreover, the ESPP is a voluntary plan, subject to the statutory and other limitations of the ESPP as described in this ESPP Proposal, such that the Company would not have made any such determinable allocations in the past fiscal year even if the ESPP were in effect.

Summary of Federal Income Tax Consequences

The following is only a summary of the effect of the United States income tax laws and regulations upon an employee and us with respect to an employee’s participation in the ESPP. This summary does not purport to be a complete description of all federal tax implications of participation in the ESPP, nor does it discuss the income tax laws of any municipality, state or foreign country in which a participant may reside or otherwise be subject to tax.

The ESPP is intended to comply with Section 423 of the Code. A participant in the ESPP generally recognizes no taxable income either as a result of participation in the ESPP or upon exercise of an option to purchase shares of common stock under the terms of the ESPP.

If a participant disposes of shares of common stock acquired pursuant to the exercise of an option granted under the ESPP within two (2) years from the applicable grant date or within one (1) year from the exercise date, which we refer to as a “disqualifying disposition,” the participant will generally realize ordinary income in the year of that disposition equal to the amount by which the fair market value of the shares on the exercise date exceeds the exercise price. This excess will constitute ordinary income in the year of the disqualifying disposition even if no gain or loss is realized on the disposition. The amount of ordinary income recognized by the participant on the disqualifying disposition will be added to the participant’s basis in the shares, and any additional gain or resulting loss recognized on the disposition of the shares after that basis adjustment will be treated as a capital gain or loss. A capital gain or loss will generally be long-term if the participant’s holding period in the shares of common stock is more than twelve (12) months, or short-term if the participant’s holding period is twelve (12) months or less.

If the participant disposes of shares of common stock acquired pursuant to the exercise of an option granted under the ESPP at least two (2) years after the grant date and at least one (1) year after the exercise date, which we refer to as a “qualifying disposition,” the participant will realize ordinary income in the year of disposition equal to the lesser of (i) the excess of the fair market value of the shares on the grant date over the exercise price, or (ii) the excess of the fair market value of the shares at the time of the disposition over the exercise price. The amount of any ordinary income recognized by the participant on the qualifying disposition will be added to the participant’s basis in the shares, and any additional gain recognized on the disposition after that basis adjustment will be treated as a long-term capital gain. If the fair market value of the shares at the time of disposition is less than the exercise price, there will be no ordinary income realized and any loss recognized will be a long-term capital loss.

The Company or its subsidiaries will generally be entitled to a tax deduction in the year of a disqualifying disposition equal to the amount includible as compensation in the participant’s gross income as a result of that disposition. In all other cases, neither the Company nor its subsidiaries will be allowed a deduction with respect to shares transferred to the participant.

Required Vote

Approval of the ESPP Proposal requires the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy and entitled to vote thereon. Abstentions will have the same effect as a vote against. Broker non-votes will be considered present for the purposes of establishing a quorum, but will have no effect.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE LAKELAND INDUSTRIES, INC. EMPLOYEE STOCK PURCHASE PLAN.

PROPOSAL NO. 6
APPROVAL OF AN AMENDMENT TO THE LAKELAND INDUSTRIES, INC. 2017 EQUITY INCENTIVE PLAN TO INCREASE THE AUTHORIZED SHARES

General

Our Board is requesting that our stockholders approve the adoption of an amendment to the Lakeland Industries, Inc. 2017 Equity Incentive Plan (as amended to date, the “Plan”), which amendment was approved by the Board on April 26, 2024. If this proposal is approved, the maximum number of shares of common stock that may be issued under the Plan in connection with Awards will be increased from 840,000 to 1,240,000. If the amendment to the Plan is approved by our stockholders at the Annual Meeting, it will become effective on the date of the Annual Meeting. If the amendment is not approved by our stockholders, then the Plan will remain in effect as it presently exists. The share increase is the only change to the Plan.

The Plan was approved by our Board and stockholders in 2017. Section 11 of the Plan permits the Board to amend the Plan, subject, in the case of amendments requiring stockholder approval in order to comply with tax, securities, or other applicable laws or regulations, including, but not limited to, the listing requirements of the Nasdaq Global Market, to the approval by the Company’s stockholders of such amendment in the manner so required.  On June 6, 2021, our stockholders approved Amendment No. 1 to the Lakeland Industries, Inc. 2017 Equity Incentive Plan, which increased the number of shares of common stock available for issuance under the Plan in connection with Awards from 360,000 to 840,000.

As of April 16, 2024, a total of 457,994 shares of our common stock remain available for issuance under the Plan.  

Reasons for Amendment of the Plan

The purpose of the Plan is to attract and retain key personnel and to provide a means for directors, officers, and employees to acquire and maintain an interest in our Company and share in our growth and value. We believe that the increase in the number of shares available for issuance under our Plan is essential to permit our management to continue to provide long-term, equity-based incentives to present and future directors, officers, and employees. As of February 1, 2024, there were six non-employee directors and 1,755 employees are eligible to participate in the Plan.

Our Board believes that the number of shares currently remaining available for issuance pursuant to future Awards under the Plan is not sufficient for future granting needs. Our Board believes that if the amendment to the Plan is approved by our stockholders, the 1,240,000 shares available for issuance under the Plan will result in an adequate number of shares of Common Stock being available for future Awards under the Plan for approximately three additional years following the current year.

The principal features of the Plan, as amended, are summarized below, but the summary is qualified in its entirety by reference to the full text of the Lakeland Industries, Inc. 2017 Equity Incentive Plan, as proposed to be amended, which is attached as Appendix B to this Proxy Statement.

Highlights of the 2017 Equity Incentive Plan

The Plan permits the grant of (i) incentive stock options (“ISOs”); (ii) nonqualified stock options (“NQSOs” and, together with ISOs, “Options”); (iii) restricted stock awards; (iv) RSUs; (v) awards based upon achievement of specified performance conditions (“Performance Awards”); and (vi) stock appreciation rights (“SARs”), which we refer to collectively as Awards, as more fully described below.

Some of the key features of the Plan that reflect our commitment to effective management of incentive compensation are as follows:

All Awards granted under the Plan are governed by separate written agreements, or award agreements, between us and the participants. No Awards may be granted after expiration of the Plan, although Awards granted before that time will remain valid in accordance with their terms.

The Committee may grant Awards upon such terms and conditions (not inconsistent with the provisions of the Plan) as it may consider appropriate. Any of our employees, officers and directors or those of our affiliates, are eligible to participate in the Plan if selected by the Committee. In its discretion, the Committee may delegate all or part of its authority and duties with respect to granting Awards to one or more individuals, provided applicable law so permits.

Subject to certain adjustments and approval of the proposed amendment to the Plan, the maximum number of shares of common stock that may be issued under the Plan in connection with Awards will be increased by 400,000 to 1,240,000. The aggregate grant date fair market value of Awards granted under the Plan, together with cash paid, to a non-employee director for services during any fiscal year shall not exceed $300,000. The maximum number of shares of common stock underlying or subject to Awards that may be granted during any calendar year to any individual participant shall be fifty percent (50%) of the maximum number of shares that may be issued in respect of Awards under the Plan. In the event of any stock dividend, recapitalization, forward stock split or reverse stock split, reorganization, division, merger, consolidation, spin-off, combination, repurchase or share exchange, extraordinary or unusual cash distribution or other similar corporate transaction or event that affects our common stock, the Committee shall make appropriate adjustment in the number and kind of shares authorized by the Plan and covered under outstanding Awards as it determines appropriate and equitable. Shares of our common stock subject to Awards that expire unexercised or are otherwise cancelled or forfeited, or if such Award is settled in cash in lieu of shares, shall again be available for Awards under the Plan. Except for expired, forfeited or cancelled Shares, the Plan is intended to restrict the “recycling” of shares of common stock back into the Plan; this means (i) shares used or withheld in settlement of a tax withholding obligation associated with an Award, (ii) shares tendered or held back upon the exercise of an Option in satisfaction of the exercise price payable upon exercise of an Option, or (iii) shares subject to a SAR that are not issued or delivered as a result of the net stock settlement of an outstanding SAR, will not become available for grant under the Plan.

Options. An Option entitles the holder to purchase from us a stated number of shares of common stock. An ISO may only be granted to an employee of ours or our affiliates (provided applicable law so permits). The Committee will specify the number of shares of common stock subject to each Option and the exercise price for such Option, provided that the exercise price may not be less than the fair market value of a share of common stock on the date the Option is granted. Notwithstanding the foregoing, if ISOs are granted to any participant who holds, directly or indirectly, 10% or more of the total combined voting power of all classes of stock of the Company (“10% stockholder”), the exercise price shall not be less than 110% of the fair market value of common stock on the date the Option is granted. Generally, all or part of the exercise price may be paid either by certified or bank check or such other means as the Committee will accept.

All Options shall not vest for at least one year after the date the Option is granted, except as (i) the Committee may determine or permit otherwise in the event of a change in control (as defined in the Plan), or (ii) may be required or otherwise be deemed advisable by the Committee in connection with Options granted through the assumption of, or substitution for, outstanding awards previously granted by a company acquired by the Company or any of its affiliates or with which the Company or any of its affiliates combines. The maximum term of an Option shall be determined by the Committee on the date of grant but shall not exceed 10 years (5 years in the case of ISOs granted to any 10% stockholder). In the case of ISOs, the aggregate fair market value (determined as of the date of grant) of common stock with respect to which such ISOs become exercisable for the first time during any calendar year cannot exceed $100,000. ISOs granted in excess of this limitation will be treated as NQSOs.

If a participant terminates employment with us (or our affiliates) due to death or disability, the participant’s unexercised Options may be exercised, to the extent they were exercisable on the termination date, for a period of twelve months from the termination date or until the expiration of the original Option term, if shorter. If the participant’s employment with us (or our affiliates) is terminated for cause (as defined in the Plan), all unexercised Options (whether vested or unvested) shall terminate and be forfeited on the termination date. If the participant’s employment terminates for any other reason, any vested but unexercised Options may be exercised by the participant, to the extent exercisable at the time of termination, for a period of 90 days from the termination date (or such time as specified by the Committee at the time of grant) or until the expiration of the original Option term, whichever period is shorter. Unless otherwise provided by the Committee, any Options that are not exercisable at the time of termination of employment shall terminate and be forfeited on the termination date.

Restricted Stock. A restricted stock award is a grant of shares of common stock, which may be subject to forfeiture restrictions during a restriction period. Such restriction period shall be for a minimum of one year, except as (i) the Committee may determine or permit otherwise in the event of a change in control, or (ii) may be required or otherwise be deemed advisable by the Committee in connection with restricted stock granted through the assumption of, or substitution for, outstanding awards previously granted by a company acquired by the Company or any of its affiliates or with which the Company or any of its affiliates combines. The Committee may condition the expiration of the restriction period, if any, upon: (i) the participant’s continued service over a period of time with us or our affiliates; (ii) the achievement by the participant, us or our affiliates of any other performance goals set by the Committee; or (iii) any combination of the above conditions as specified in the award agreement. If the specified conditions are not attained, the participant will forfeit the portion of the restricted stock award with respect to which those conditions are not attained, and the underlying common stock will be forfeited to us. At the end of the restriction period, if the conditions, if any, have been satisfied, the restrictions imposed will lapse with respect to the applicable number of shares. During the restriction period, at the discretion of the Committee, a participant will have the right to vote the shares underlying the restricted stock. However, all dividends will remain subject to restriction until the stock with respect to which the dividend was issued lapses.

RSUs. RSUs are granted in reference to a specified number of shares of common stock and entitle the holder to receive, on achievement of specific performance goals established by the Committee, after a period of continued service with us or our affiliates, or any combination of the above as set forth in the applicable award agreement, one share of common stock for each unit or, at the sole discretion of the Committee, an amount in cash equal to the fair market value, at the time of distribution, of one share for each unit. All terms governing RSUs, such as vesting, time and form of payment and termination of units shall be set forth in the applicable award agreement, provided, however, the period commencing with the date of grant of the RSU and ending at such time or times as specified by the Committee shall be for a minimum of one year, except as (i) the Committee may determine or permit otherwise in the event of a change in control, or (ii) may be required or otherwise be deemed advisable by the Committee in connection with RSUs granted through the assumption of, or substitution for, outstanding awards previously granted by a company acquired by the Company or any of its affiliates or with which the Company or any of its affiliates combines.

Performance Awards. The Committee may grant Performance Awards denominated as a number of shares of common stock or a specified number of other Awards, which may be earned upon achievement or satisfaction of performance goals as may be specified by the Committee. The vesting period in respect of any Performance Award shall be for a minimum of one year, except as (i) the Committee may determine or permit otherwise in the event of a change in control, or (ii) may be required or otherwise be deemed advisable by the Committee in connection with Performance Awards granted through the assumption of, or substitution for, outstanding awards previously granted by a company acquired by the Company or any affiliate or with which the Company or any affiliate combines. The Committee may provide in an award agreement that the performance goals for the Award be adjusted to include or exclude the impact of items such as realized investment gains and losses, extraordinary, unusual, non-recurring or infrequently recurring items, asset write-downs, effects of accounting changes, currency fluctuations, acquisitions, divestitures, reserve-strengthening and other non-operating items.

Performance goals may be linked to a variety of factors including the participant’s completion of a specified period of employment or service with us or an affiliated company. Additionally, performance goals can include objectives stated with respect to us. The performance goals may include specified levels of or increases in the Company’s or subsidiary’s return on equity, diluted earnings per share, total earnings, earnings growth, return on capital, return on assets, earnings before interest and taxes (“EBIT”), earnings before interest, taxes, depreciation and amortization (“EBITDA”), revenue, sales, sales growth, gross margin, return on investment, increase in the fair market value of the each share of common stock, share price (including but not limited to, growth measures and total stockholder return), net earnings, cash flow (including, but not limited to, operating cash flow and free cash flow), cash flow return on investment (which equals net cash flow divided by total capital), inventory turns, financial return ratios, total return to stockholders, market share, earnings measures/ratios, economic value added (“EVA”), balance sheet measurements such as receivable turnover, internal rate of return, increase in net present value or expense targets, working capital measurements (such as average working capital divided by sales), customer satisfaction surveys and productivity.

The participant shall not have any stockholder rights with respect to the shares of common stock subject to a Performance Award until the shares are actually issued thereunder.

SARs. A SAR entitles the participant to receive, upon exercise of the SAR, the increase in the fair market value of a specified number of shares of common stock from the date of the grant of the SAR and the date of exercise payable in cash, in shares of common stock valued at fair market value, or any combination thereof, as determined by the Committee. Any grant may specify a waiting period or periods before the SAR may become exercisable and permissible dates or periods on or during which the SAR shall be exercisable, and may specify the circumstances under which a SAR may vest, including based on achievement of performance goals and/or future employment or service requirements. A grant may also specify that a SAR may be exercised only in the event of a change in control or other similar transaction or event. No SAR may be granted with a vesting period that is shorter than one year, except as (i) the Committee may determine or permit otherwise in the event of a change in control, or (ii) may be required or otherwise be deemed advisable by the Committee in connection with SARs granted through the assumption of, or substitution for, outstanding awards previously granted by a company acquired by the Company or any affiliate or with which the Company or any affiliate combines. The Committee may provide that a SAR is deemed to be exercised at the close of business on the date the SAR expires if such an exercise would result in payment to the SAR holder.

Transferability and other Award Restrictions. The Committee may impose restrictions on the grant, exercise or payment of an Award as it determines appropriate. Generally, Awards granted under the Plan shall be nontransferable except by will or by the laws of descent and distribution. For Awards (other than Options as set forth above), in the event of termination of employment by reason of death or disability of a participant who holds such Award (other than Options) as to which such Award has not been fully vested, the Committee may, in its sole discretion, take any action that it deems to be equitable under the circumstances or in the best interests of our Company, including without limitation waiving or modifying any limitation, requirement, performance condition or goal with respect to any such Award; provided that, the amount of shares or cash obtained by virtue of any accelerated vesting shall not exceed the number determined by multiplying the number of shares of common stock underlying the Award/or cash value by a fraction, the numerator of which is the number of full months during the relevant restriction period of such Award during all of which the participant was an employee or director of the Company or its subsidiaries and the denominator of which is the number of full calendar months in such restriction period; and provided further that, in the case of any Award subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the Committee shall not take any action unless permissible under Section 409A of the Code. No participant shall have any rights as a stockholder with respect to shares covered by Options, RSUs, or SARs unless and until such Awards are settled in shares of common stock.

Compliance with Law. No Option shall be exercisable, no SAR shall be settled, no shares of common stock shall be issued, no certificates for shares of common stock shall be delivered and no payment shall be made under the Plan except in compliance with all applicable laws.

Amendment and Termination. The Board may amend, suspend or terminate the Plan and the Committee may amend any outstanding Award at any time; provided, however, that no such amendment or termination may adversely affect Awards then outstanding without the holder’s permission.

Change in Control. In the event of a change in control, the Committee may, on a participant-by-participant basis (i) cause any or all outstanding Awards to become vested and immediately exercisable (as applicable), in whole or in part; (ii) cancel any unvested Award or unvested portion thereof, with or without consideration; (iii) cancel any Award in exchange for a substitute award; (iv) redeem any restricted stock or RSU for cash and/or other substitute consideration with value equal to fair market value of an unrestricted share of common stock on the date of the change in control; (v) cancel any Option in exchange for cash and/or other substitute consideration with a value equal to: (A) the number of shares subject to that Option, multiplied by (B) the difference, if any, between the fair market value per share on the date of the change in control and the exercise price of that Option; provided, that if the fair market value per share on the date of the change in control does not exceed the exercise price of any such Option, the Committee may cancel that Option without any payment of consideration therefor; (vi) take such other action as the Committee shall determine to be reasonable under the circumstances; and/or (vii) in the case of any Award subject to Section 409A of the Code, such Award shall vest and be distributed only in accordance with the terms of the applicable award agreement and the Committee shall only be permitted to use discretion to the extent that such discretion would be permitted under Section 409A of the Code. In the discretion of the Committee, any cash or substitute consideration payable upon cancellation of an Award may be subjected to (i) vesting terms substantially identical to those that applied to the cancelled Award immediately prior to the change in control, or (ii) earn-out, escrow, holdback or similar arrangements, to the extent such arrangements are applicable to any consideration paid to stockholders in connection with the change in control. The Committee, in its sole discretion, has the authority to determine the application of the foregoing provisions.

Duration of Plan. The Plan will expire by its terms on June 21, 2027.

U.S. Federal Income Tax Consequences

The following is a general summary of the material U.S. federal income tax consequences of the grant and exercise and vesting of Awards under the Plan and the disposition of shares acquired pursuant to the exercise of such Awards. This summary is intended to reflect the current provisions of the Code and the regulations thereunder. However, this summary is not intended to be a complete statement of applicable law, nor does it address foreign, state, local and payroll tax considerations. Moreover, the U.S. federal income tax consequences to any particular participant may differ from those described herein by reason of, among other things, the particular circumstances of such participant.

PARTICIPANTS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE PARTICULAR FEDERAL INCOME TAX CONSEQUENCES TO THEM OF PARTICIPATING IN THE PLAN, AS WELL AS WITH RESPECT TO ANY APPLICABLE STATE OR LOCAL INCOME TAX OR OTHER TAX CONSIDERATIONS.

Options. There are a number of requirements that must be met for a particular Option to be treated as an ISO. One such requirement is that common stock acquired through the exercise of an ISO cannot be disposed of before the later of (i) two years from the date of grant of the Option, or (ii) one year from the date of its exercise. Holders of ISOs will generally incur no federal income tax liability at the time of grant or upon exercise of those Options. However, the spread at exercise will be an “item of tax preference,” which may give rise to “alternative minimum tax” liability for the taxable year in which the exercise occurs. If the holder does not dispose of the shares before the later of two years following the date of grant and one year following the date of exercise, the difference between the exercise price and the amount realized upon disposition of the shares will constitute long-term capital gain or loss, as the case may be. Assuming both holding periods are satisfied, no deduction will be allowed to the Company for federal income tax purposes in connection with the grant or exercise of the ISO. If, within two years following the date of grant or within one year following the date of exercise, the holder of shares acquired through the exercise of an ISO disposes of those shares, the participant will generally realize taxable compensation at the time of such disposition equal to the difference between the exercise price and the lesser of the fair market value of the share on the date of exercise or the amount realized on the subsequent disposition of the shares, and that amount will generally be deductible by the Company for federal income tax purposes. Finally, if an otherwise ISO becomes first exercisable in any one year for shares having an aggregate value in excess of $100,000 (based on the date of grant value), the portion of the ISO in respect of those excess shares will be treated as a NQSO.

No income will be realized by a participant upon grant of a NQSO. Upon the exercise of a NQSO, the participant will recognize ordinary compensation income in an amount equal to the excess, if any, of the fair market value of the underlying exercised shares over the Option exercise price paid at the time of exercise. Such income will be subject to income tax withholdings, and the participant will be required to pay to the Company the amount of any required withholding taxes in respect to such income. The Company will generally be able to deduct this same amount for U.S. federal income tax purposes.

Restricted Stock. A participant will not be subject to tax upon the grant of an Award of restricted stock unless the participant otherwise elects to be taxed at the time of grant pursuant to Section 83(b) of the Code. On the date an Award of restricted stock becomes transferable or is no longer subject to a substantial risk of forfeiture, the participant will recognize ordinary compensation income equal to the difference between the fair market value of the shares on that date over the amount the participant paid for such shares, if any. Such income will be subject to income tax withholdings, and the participant will be required to pay to the Company the amount of any required withholding taxes in respect to such income. If the participant made an election under Section 83(b) of the Code, the participant will recognize ordinary compensation income at the time of grant equal to the difference between the fair market value of the shares on the date of grant over the amount the participant paid for such shares, if any, and any subsequent appreciation in the value of the shares will be treated as a capital gain upon sale of the shares. Special rules apply to the receipt and disposition of restricted shares received by officers and directors who are subject to Section 16(b) of the Exchange Act. The Company will generally be able to deduct, at the same time as it is recognized by the participant, the amount of taxable compensation to the participant for U.S. federal income tax purposes.

RSUs. A participant will not be subject to tax upon the grant of a RSU Award. Rather, upon the delivery of shares or cash pursuant to a RSU Award, the participant will recognize ordinary compensation income equal to the fair market value of the number of shares (or the amount of cash) the participant actually receives with respect to the Award. Such income will be subject to income tax withholdings, and the participant will be required to pay to the Company the amount of any required withholding taxes in respect to such income. The Company will generally be able to deduct the amount of taxable compensation recognized by the participant for U.S. federal income tax purposes.

Performance Awards. A participant recognizes no taxable income and our Company is not entitled to a deduction when Performance Awards are awarded. When Performance Awards vest and become payable upon the achievement of the performance goals, the participant will recognize ordinary income equal to the fair market value of the shares received minus any amount paid for the shares, and our Company will generally be entitled to a corresponding deduction. A participant’s tax basis in shares of common stock received upon vesting will be equal to the fair market value of such shares when the participant receives them. Upon sale of the shares, the participant will recognize short-term or long-term capital gain or loss, depending upon whether the shares have been held for more than one year at the time of sale. Such gain or loss will be equal to the difference between the amount realized upon the sale of the shares and the tax basis of the shares in the participant’s hands.

SARs. A participant recognizes no taxable income and our Company is not entitled to a deduction when a SAR is granted. Upon exercising a SAR, a participant will recognize ordinary income in an amount equal to the cash and/or the fair market value of the shares received minus any amount paid for the shares, and our Company will generally be entitled to a corresponding deduction. A participant’s tax basis in the shares of common stock received upon exercise of a SAR will be equal to the fair market value of such shares on the exercise date, and the participant’s holding period for such shares will begin at that time. Upon sale of the shares of common stock received upon exercise of a SAR, the participant will recognize short-term or long-term capital gain or loss, depending upon whether the shares have been held for more than one year. The amount of such gain or loss will be equal to the difference between the amount realized in connection with the sale of the shares and the participant’s tax basis in such shares.

Section 162(m). In general, Section 162(m) of the Code denies a publicly held corporation a deduction for U.S. federal income tax purposes for compensation in excess of $1,000,000 per year per person paid to certain executive officers.

New Plan Benefits

Future grants under the Plan will be made at the discretion of the Committee and, accordingly, are not yet determinable. In addition, the value of the Awards granted under the Plan will depend on a number of factors, including the fair market value of the shares of common stock on future dates, the exercise decisions made by the participants and/or the extent to which any applicable performance goals necessary for vesting or payment are achieved. Consequently, it is not possible to determine the benefits that might be received by directors, executive officers and other employees under the Plan, receiving discretionary grants under the Plan.

On April 16, 2024, the closing market price per share of our common stock was $15.89, as reported by the Nasdaq Global Market.

Interests of Directors or Officers

The Company’s directors may grant Awards under the Plan to themselves as well as to the Company’s officers and other employees.

Vote Required for Approval

The affirmative vote of a majority of the shares present or represented by proxy and entitled to vote at the Annual Meeting is required to approve the Amendment to the Lakeland Industries, Inc. 2017 Equity Incentive Plan. Abstentions will have the same effect as a vote against. Broker non-votes will be considered present for the purposes of establishing a quorum, but will have no effect.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF AN AMENDMENT TO THE LAKELAND INDUSTRIES, INC. 2017 EQUITY INCENTIVE PLAN TO INCREASE THE AUTHORIZED SHARES.

EXECUTIVE OFFICERS

Our Executive Officers are appointed by our Board and serve at its discretion. Set forth below is information regarding our current Executive Officers:

___________ 

Biographical information for Teri W. Hunt and Charles D. Roberson can be found in our Annual Report on Form 10-K for⁽¹⁾ Mr. Jenkins’ biography is included under the fiscal year ended January 31, 2016.heading “Election of Directors.”

Roger D. Shannon has been our Chief Financial Officer since February 2023 and our Secretary since February 2024.  From June 2019 to November 2022, Mr. Gary Pokrassa retiredShannon was Chief Financial Officer and Treasurer of Charah Solutions. From November 2015 to June 2019, Mr. Shannon served in various roles for ADTRAN, a publicly-traded provider of next-generation networking solutions, including Chief Financial Officer, Senior Vice President of Finance, Treasurer and Head of Corporate Development at ADTRAN. Mr. Shannon also served as Chief Financial Officer effective July 17, 2015.and Treasurer for Steel Technologies and various senior finance roles at the Brown-Forman Corporation, British American Tobacco, and accounting positions at Vulcan Materials Company, Lexmark International and KPMG.

Joshua Sletten was appointed Vice President of Corporate Development and Strategy on April 6, 2023. He has been instrumental in the development and execution of the Company's global strategy toward higher-value products and revenue growth. He previously served as Vice President of Corporate Development since June 2021. From July 2019 to May 2021, Mr. Sletten was Vice President, Mergers & Acquisitions for Craig-Hallum Capital Group LLC, an investment banking firm. Mr. Sletten held various mergers and acquisitions roles in private equity and corporate functions from 2013 to 2019, including The IMAGINE Group, General Mills, and ShoreView Industries, LLC. Mr. Sletten received his B.S.B. (summa cum laude honors with distinction) from the Carlson School of Management at the University of Minnesota.

EXECUTIVE OFFICER COMPENSATION

We currently qualify asThe Company is both an accelerated filer and a “smallersmaller reporting company” as such termcompany. For purposes of executive officer compensation, the Company is defined in Rule 405 of the Securities Act of 1933, as amended, and Item 10(f) of Regulation S-K. Accordingly, and in accordance with relevant Securities and Exchange Commission rules and guidance, we have elected, with respect to the disclosures requiredgoverned by Item 402 (Executive Compensation) of Regulation S-K, to comply, in some cases, with the requirements applicable to larger companies and, in other cases, with the disclosure requirementsrules applicable to smaller reporting companies. TheTherefore, the following Executive Compensation Overview is not comparable to the “Compensation Discussion and Analysis” that is required of SEC reporting companies that are not smaller reporting companies.

executive compensation overviewEXECUTIVE COMPENSATION OVERVIEW

Compensation Committee.The Compensation Committee of our Board of Directors (the “Committee”) assists the Board in discharging its responsibilities relating to compensation of the Company’s executive officers and supervision of the Company’s stock plans and 401(k) Plans. The Committee reports to the Board of Directors and is responsible for:  

Compensation Philosophy and Objectives. The Company seeks to pay its executive officers total compensation that is competitive with other companies of comparable size and complexity. Generally, the types of compensation and benefits provided to the Chief Executive Officer and other executive officers are comparable to those provided to other executive officers of small cap, publicly-tradedpublicly traded and similarly sized companies in the industry in which the Company operates.

The compensation policies of the Company are designed to:  

While the Company seeks to maintain competitive compensation arrangements for its executives, it also strongly believes that the competitiveness of the compensation packages should be based on the total compensation achievable by the executive officers and that a significant portion of that compensation should be incentive based - linked to the performance of the Company. Consistent with Company philosophy and objectives, executive compensation is weighted heavily toward incentive compensation that is based on target performance metrics that are common to all incentive compensation throughout the Company.  These targets are recommended by the executive team and are subject to approval by the Compensation Committee.  Accordingly, the executive compensation packages provided to the Chief Executive Officer and the other executive officers are structured to include, among other things and in addition to base salary, cash bonus, benefits, and benefits, equity incentives. The Company seeks to have incentive compensation comprise between 50% and 60% of total executive compensation, at target performance levels. A reasonable portion of the compensation packages for executive officers is in the form of restricted stocktime-based and performance-based RSU grants, which are intended to provide incentives to executive officers to achieve long-term growth in the earnings and price of the Company’s common stock and additionalenhance executive retention. Additional annual incentive cash bonus opportunities whichbased on pre-established performance goals as determined by the Compensation Committee are intendedutilized to rewardmake adjustments necessary to maintain the competitiveness of executive officers for meeting annual financial performance goals.compensation without compromising the Company’s commitment to keeping executive incentive compensation greater than 50% of total compensation. Overall compensation levels are intended to be set such that for executive officers to achieve a competitive compensation level, there must be both growth in the market price of the Company’s common stock and growth in the Company’s earnings and revenues. The determination that such goals have been met and merit pay-outs pursuantfinancial performance parameters in order for executive officers to the incentive portion of the overallachieve a competitive compensation rests with the Committee.level.

The Compensation Committee believes that executive officer compensation should seek to align the interests of executives with those of the Company’s stockholders, by seeking to reward long-term growth (not short-term) in the value of the Company’s common stock and to reward the achievement of annual financial goals by the Company. TheFor fiscal 2024, incentive components of compensation restricted stockRSU grants and annualincentive-based cash bonuses were based upon levels of aggregate three-year revenue, Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) margin and return on invested capital for executive officers are linked to corporate financial performance. This isthe performance-based portion of the long-term incentive equity awards and revenue growth, EBITDA margin, and free cash flow margin for the short-term incentive cash bonuses. These incentives were intended to keep the executive team focused on the core goal of overall long-term corporate performance.

When setting or recommending compensation levels, the Compensation Committee considers the overall performance of the Company, the individual performance of each of the executive officers, and their individual contributions to and ability to influence the Company’s performance, and also seeks to encourage teamwork amongst the executives.

The Compensation Committee believes that the level of total compensation, including base salary, bonus, restricted stockequity grants and benefits of executives should generally be maintained to compete with other public and private companies of comparable size and complexity. The Compensation Committee bases its determinations on a variety of factors, including the personal knowledge of market conditions that each member of the Compensation Committee has gained in his or her own experience managing businesses, salary surveys available to the Company, the knowledge of the Chief Executive Officer and other executives as to local market conditions, and information learned regarding the compensation levels at other small cap companies in the industrial apparel industry and other similarly sized businesses.businesses and information provided by independent compensation consultants. The Compensation Committee also considers the recommendations and analysis of Willis Towers Watson, its independent compensation consultant, on matters of executive officer and director compensation. The Compensation Committee periodically evaluates the types and levels of compensation paid by the Company to ensure that it is able to attract and retain qualified executive officers and that their compensation remains comparable to compensation paid to similarly situated executives in comparable companies.

The following describes in more specific terms the elements of compensation that implement the compensation philosophy and objectives described above, with specific reference to compensation earned by the named executive officers for the fiscal year ended January 31, 2016.2024. “Named executive officers” refers to those executive officers named in the Summary Compensation Table that immediately follows this discussion.

Base Salaries. The base salary of each of our named executive officers is initially fixed pursuant to the terms of their respective employment agreements with us at the time a person initially becomes an executive officerand is determined by evaluating the responsibilities of the position, the experience and knowledge of the individual and the competitive marketplace at that time for executive talent, including a comparison to base salaries for comparable positions (considered in the context of the total compensation paid by such companies). Salaries are reviewedThe Compensation Committee reviews base salaries from time to time thereafter, generally in connection with the expiration of employment agreements or when other considerations warrant such review in the discretion of the Committee and Board of Directors, considering the foregoing factors as well as the executive’s performance and the other factors considered in setting total compensation described above.

When salary adjustments are considered, they are made in the context of the total compensation for executive officers, consistent with the core principles discussed above. In each case, the participants involved in recommending and approving salary adjustments consider the performance of each executive officer, including consideration of new responsibilities and the previous year’s corporate performance. Individual performance evaluations take into account such factors as achievement of specific goals that are driven by the Company’s strategic plan and attainment of specific individual objectives. The factors impacting base salary levels are not assigned specific weights but are considered as a totality, against the backdrop of the Company’s overall compensation philosophy, and salary adjustments are determined in the discretion of the Compensation Committee and the Board of Directors. The base salaries paid in fiscal 2016 were set in prior years with the exception of Ms. Hunt whose salary was raised when she became Sr. Vice President of Finance.Board.

Bonuses. There were bonuses paid to our three named executive officers for fiscal 2016. The Company has historically madegranted its annual bonuses eligible forto executive officers based on corporate performance, as measured by reference to factors which the Compensation Committee believes reflect objective performance criteria over which management generally has the ability to exert some degree of control. The employment agreements for each ofWith respect to the fiscal year ended January 31, 2024, the Compensation Committee approved a bonus program pursuant to which the named executive officers, contain specific provision as well as other key employees, would earn bonuses based upon defined corporate performance goals and individual financial and operational parameters. The Compensation Committee set corporate performance goals tied to revenue growth (weighted at 40%), EBITDA margin (weighted at 40%) and free cash flow margin (weighted at 20%) for the determinationannual cash bonus program for the fiscal year ended January 31, 2024, with payouts ranging from 50% of annual bonuses, as described under “Narrative to Compensation Table”.target for minimum level of performance, 100% of target for target level performance, and 200% of target for performance at the maximum level.  Mr. Roberson’s target bonus for fiscal 2024 was 65% of his base salary, Mr. Shannon’s target bonus for fiscal 2024 was 40% of his base salary, and Ms. An’s target bonus for fiscal 2024 was 40% of her base salary.  

Restricted Stock GrantsEquity Awards. A third component of executive officers’ compensation is grants of restrictedequity awards, which may be in the form of shares of commonrestricted stock, RSUs (time-based and performance-based), or stock options, issued pursuant to our stock plans then in effect.effect; although the Compensation Committee may consider using other equity-based incentives in the future. The Compensation Committee or the full Board of Directors grants restricted stockRSUs to the Company’s executivesexecutive officers in order to align their interests with the interests of the stockholders.  Restricted stock, RSU and stock option grants are considered by the Company to be an effective long-term incentive because the executives’ gains are linked to increases in stock value, which in turn provides stockholder gains. RestrictedOur executive officers received grants of RSUs, and in some cases stock was granted to executive officersoptions, in fiscal 2024, each in accordance with the terms of our 20152017 Equity Incentive Plan. Half of the annual equity awards granted to our named executive officers in fiscal 2024 are comprised of RSUs that vest based solely on the passage of time (ratably over three years beginning with the first anniversary of the date of grant), and 2012 Stock Plans. These restricted stock grants “cliff”the other half of the RSUs vest at the end of three years, which the Company believes makes the grants a more effective retention incentive, subject to the performance evaluation made by the Board of Directors in their sole discretion, at the end of the three-year performance period. Restricted stock grants made to the executive officers pursuant to our stock plans reflect the significant individual contributions the Committee expects the executive officers will make to the Company’s operations and implementation of the Company’s development and growth programs, and the amounts of such grants were determined based on the same considerations discussed above in the context of setting salaries and annual bonuses. The number of shares of restricted stock granted is not tied to a formula or comparable company target ranges, but rather determined at the end of the three-year performance period, or such other vesting period established in the discretionbased upon achievement of the Committeerevenue growth (20%), EBITDA margin (15%), and the Board of Directors consistent with the compensation philosophy described above.return on invested capital (15%) performance measures. At the end of the applicable performance period, thea number of shares (baseline,the performance-based RSUs will vest, if any, based on the performance levels achieved, with payouts ranging from 50% of target for minimum level of performance, 100% of target for target level performance, and 150% of target for performance at the maximum or zero) determined by the Board of Directors, in its discretion, will then vest.level.

Setting Executive Compensation. Base salaries and other compensation for the Chief Executive Officer and other executive officers are set by the Compensation Committee and reflect a number of elements including recommendations by our Chief Executive Officer Christopher J. Ryan, as to the other executive officers based on evaluation of their performance and the other factors described above. The Compensation Committee also considers the recommendations and analysis of Willis Towers Watson, its independent compensation consultant, on matters of executive officer and director compensation.  The Compensation Committee works closely with Mr. Ryanthe Chief Executive Officer in establishing compensation levels for the other executive officers. Mr. RyanOur Chief Executive Officer and the individual executive typicallyexecutives engage in discussions regarding the executive’s salary, and Mr. Ryanthe Chief Executive Officer reports on such discussions and makes his own recommendations to the Compensation Committee. The Compensation Committee will separately discuss with Mr. Ryanthe Chief Executive Officer any proposed adjustment to his or her own compensation. The Compensation Committee reports tosets the Board of Directors on all proposed changes in executive compensation after it has formed a view on appropriate adjustments, and makes recommendations for consideration of the Boardlevel for the Chief Executive Officer and the other executive officers. The Committee considers such recommendationsofficers and thereafter, setsreports to the compensation level for Mr. Ryan, and for the otherBoard on all changes in executive officers.compensation. Salary levels and other aspects of compensation for executive officersthe Chief Executive Officer and the Chief Financial Officer historically have been set forth in employment agreements, having terms of two to five years.with periodic reviews and adjustments by the Compensation Committee.

The Committee is charged with the responsibility for approving the compensation package for the Chief Executive Officer. The Chief Executive Officer is not present during voting or deliberation on his performance or compensation.

Retirement Benefits.The Company does not provide any retirement benefits to its executive officers, other than matching from time to time a portion of employee contributions to the Company’s 401(k) plan. In August 2009, the Board of Directors determined to suspend the Company’s 401(k) match which it reinstated effective as of May 1, 2015.

Employment Agreements. The Company entersentered into employment agreements with certaineach of its named executive officers because it generally believes that, in respect of key executive officers, there is a significant value in its competitive markets to setting out compensation and benefit expectations in writing, maintaining appropriate non-competition, non-solicitation of employees and confidentiality agreements with key executives, and agreeing in advance on post-termination payments and other obligations.for fiscal year 2024. These employment agreements are described in more detail under the caption “Narrative to Compensation Table” below.

Taxation and Accounting Matters.Section 162(m)The Compensation Committee has considered the accounting and tax impact of the Internal Revenue Code may impose a limit on the amountvarious elements of compensation we may deduct in any one year with respect to certain specified employees. Section 162(m) of the Code denies a federal income tax deduction for certain compensation in excess of $1.0 million per year paid to the chief executive officer and the three other most highly-paid executive officers (other than the chief financial officer) of a publicly-traded corporation. Certain types of compensation, including compensation based on performance criteria that are approved in advance by stockholders, are excluded from the deduction limit. We believe that Section 162(m) of the Code will not limit our tax deductions for executive compensation for fiscal year 2016. The Committee’s policy is to qualify compensation paidprovided to our executive officers for deductibility for federal income tax purposesto balance the potential cost to us with the benefit and value of the compensation to the extent feasible. However, to retain highly skilled executivesexecutive officers, but those considerations have generally not been a material factor in determining amounts of compensation for our executive officers.

Stock Ownership and remain competitive with other employers, theClawback Requirements.  The Compensation Committee has established Equity Retention Requirements and restrictions on equity awards for directors and executives.  These retention requirements and restrictions are consistent with practices within the rightCompany’s peer group and are designed to authorize compensationincrease alignment of executive and shareholder interests. The retention requirements establish minimum equity positions, as a multiple of annual salary, that would not otherwisemust be deductiblemaintained by directors and executives prior to disposing of any shares acquired under Section 162(m) or otherwise.the incentive plan.  These requirements are outlined below:

summary compensation tableIn addition to the minimum ownership requirements, the Compensation Committee has put in place additional restrictions on director and executive equity grants under the LTIP.  These restrictions are summarized below:

SUMMARY COMPENSATION TABLE

The table below sets forth all salary, bonus and other compensation paid (or payable in respect of bonuses) to our principal executive officer and each of the two highest paid executive officers other than the principal executive officer (our “named executive officers”) for the fiscal years ended January 31, 20162024 and 2015.2023. As used in this Proxy Statement, FY refers to a fiscal year ended January 31. For example, FY16FY24 refers to the fiscal year ended January 31, 2016.2024.

narrative to summary compensation tableNARRATIVE TO SUMMARY COMPENSATION TABLE

We are party to employment agreements with our three named Executive Officers,executive officers, a summary of the terms of which are set forth below.

Christopher J. Ryan servesCharles D. Roberson. Mr. Roberson served as Chief Executive Officer, President, and Secretary of the Company.Company during fiscal year 2024. Pursuant to Mr. Ryan also serves as President and Chief Operating Officer or Director and Secretary/Assistant Secretary of all of the Company’s subsidiaries. Mr. Ryan is party to anRoberson’s employment agreement, with the Company, effective as of April 16, 2010, which agreement automatically renews for successive two year periods, unless notice not to renew is provided by either party pursuant to the terms of the employment agreement. Pursuant to the agreement,amended, Mr. Ryan was paidRoberson received an annual base salary of $400,000$425,000 and participated in eachthe Company’s annual incentive bonus program.  The original term of FY15 and FY16.Mr. Roberson’s employment agreement terminated on January 31, 2022, but the agreement provided for automatic 12-month extensions unless either the Company or Mr. Roberson provide written notice of termination at least 90 days prior to the expiration of the term. Pursuant to thethis agreement, Mr. Ryan isRoberson was also eligible to receiveparticipate, as determined in the discretion of the Compensation Committee, in the Company’s 2017 Equity Incentive Plan and any other equity plans of the Company as may become effective. In respect of fiscal 2024, Mr. Roberson earned a performance bonus of $94,963. Mr. Roberson participated in the Company’s benefit plans and was entitled to the benefits available to all other senior executives, including health insurance coverage, and disability and life insurance. Effective as of January 31, 2024, Mr. Roberson’s employment agreement was terminated and superseded by the General Release and Separation Agreement between Mr. Roberson and the Company. The payments to Mr. Roberson in connection with termination are discussed below under “Potential Payments Upon Termination.”

Roger D. Shannon. Mr. Shannon served as Chief Financial Officer of the Company during fiscal year 2024. Pursuant to Mr. Shannon’s employment agreement, his term of employment commenced on February 1, 2023, with an incentive bonus payment based upon increases in earnings per share (“EPS”) as setinitial end date of February 1, 2024, subject to an automatic 12-month extension unless either party provided 90 days’ prior notice of an intention not to renew. The employment agreement provides that Mr. Shannon receives an annual base salary of $300,000, subject to annual review by the Compensation Committee, and participates in itsthe Company’s annual incentive bonus program. Pursuant to his agreement, Mr. Shannon is also eligible to participate, as determined in the discretion of the Compensation Committee, in the Company’s 2017 Equity Incentive Plan and be paid an annual bonus calculated based upon $3,000 per each pennyany other equity plans of EPS overthe Company as may become effective. Mr. Shannon earned a predetermined amount set by the Board at the beginning of each fiscal year, subject to certain limitations. For FY16, Mr. Ryan was paid a combined discretionary and contractual performance bonus of $150,000.$233,243 for fiscal 2024.  Mr. Ryan was not paid a bonus for FY15. During fiscal 2016, the Board of Directors determined that a performance-based restricted stock award made to Mr. Ryan during fiscal 2013 under the 2012 Stock Incentive Plan was earned at the maximum level; accordingly, during fiscal 2016, Mr. Ryan was issued 41,719 shares of common stock. Mr. Ryan also received, during fiscal 2016, under the 2015 Stock Plan, a performance-based award of up to 7,000 restricted shares based on maximum performance level, subject to vesting in fiscal 2018. Mr. RyanShannon participates in the Company’s benefit plans and is entitled to the benefits available to all other senior executives, including without limitation, health insurance coverage, and disability and life insurance, and an annual car allowance.insurance. Pursuant to his employment agreement, Mr. RyanShannon is subject to non-competenon-competition and confidentiality restrictions, which, in thisthe case of non-compete, covernon-competition, covers the term of his employment and for a period of one year thereafter. PotentialThe potential payments to Mr. RyanShannon in connection with any termination or change of control are discussed below under “Potential Payments Upon Termination.”

Teri W. HuntservesHui (Helena) An. Ms. An has served as Chief FinancialOperating Officer of the Company. Pursuant to the termsCompany since April 6, 2023, and she previously served as our Vice President of herProcurement and Asia Manufacturing since 2018. Ms. An entered into an employment agreement with the Company Ms. Hunt’son September 1, 2022, pursuant to which she agreed to a 12-month term of employment is for a periodthat was subject to an automatic 12-month extension unless either party provided 90 days’ prior notice of three years commencing on November 10, 2015 and will expire on November 9, 2018, unless earlier terminated pursuantan intention not to the terms of the agreement.renew. The employment agreement provides that Ms. Hunt was paidAn receives an annual base salary of $215,000$250,000 and participates in FY16 and $155,000 in FY15.the Company’s annual incentive bonus program. Ms. An’s annual base salary was increased to $270,000 on April 6, 2023. Pursuant to her agreement, Ms. HuntAn is also eligible to receive an annual bonus under an incentive compensation planparticipate, as finally determined byin the Compensation Committee. The annual bonus is between 80% and 120%discretion of Ms. Hunt’s target bonus amount of $35,000, subject to adjustment from time to time by the Compensation Committee, and calculated based uponin the Company’s actual EPS as compared with an EPS target for such year established by the Board of Directors2017 Equity Incentive Plan and any other equity plans of the Company withas may become effective. Ms. Hunt’s input. For fiscal 2016, Ms. HuntAn earned the targeta performance bonus of $35,000.$212,835 for fiscal 2024.  Ms. Hunt also was paid discretionary performance bonuses of $20,000 and $5,573An participates in FY16. No bonus was earned for FY15. During fiscal 2016, the Board of Directors determined that a performance-based restricted stock award made to Ms. Hunt during fiscal 2013 under the 2012 Stock Incentive Plan was earned at the maximum level; accordingly, during fiscal 2016, Ms. Hunt was issued 11,000 shares of common stock. Ms. Hunt also received, during fiscal 2016, under the 2015 Stock Plan, a performance-based award for up to 7,712 restricted shares based on maximum performance level, subject to vesting in fiscal 2018. Ms. Hunt participates in Company’s benefit plans and is entitled to the benefits available to all other senior executives, including health insurance coverage, and disability and life insurance. Pursuant to her employment agreement, Ms. HuntAn is subject to non-competenon-competition and confidentiality restrictions, which, in the case of non-compete, covernon-competition, covers the term of her employment and for a period of one year thereafter. The potential payments to Ms. HuntAn in connection with any termination are discussed below under “Potential Payments Upon Termination.”

Stephen M. Bachelder serves as Chief Operating Officer of the Company. Pursuant to the terms of his employment agreement with the Company, Mr. Bachelder’s term of employment is for a period of three years commencing on March 1, 2014 and will expire on March 1, 2017, unless earlier terminated pursuant to the terms of the agreement. Mr. Bachelder was paid an annual base salary of $270,000 in FY15 and $290,000 in FY16. Mr. Bachelder is also eligible to receive an annual bonus under an incentive compensation plan as finally determined by the Compensation Committee. The annual bonus is between 80% and 120% of Mr. Bachelder’s target bonus amount of $85,000, subject to adjustment by the Compensation Committee from time to time, and calculated based upon the Company’s EPS as compared with an EPS target for such year established by the Compensation Committee with Mr. Bachelder’s input. For fiscal 2016, Mr. Bachelder earned the target bonus of $85,000. No bonus was earned for FY15. During fiscal 2016, the Board of Directors determined that a performance-based restricted stock award made to Mr. Bachelder during fiscal 2013 under the 2012 Stock Incentive Plan was earned at the maximum level; accordingly, during fiscal 2016, Mr. Bachelder was issued 37,672 shares of common stock. Mr. Bachelder also received, during fiscal 2016, under the 2015 Stock Plan, a performance-based award for up to 10,402 shares based on maximum performance level, subject to vesting in fiscal 2018. Mr. Bachelder participates in benefit plans and is entitled to the other benefits available to all other senior executives, including health insurance coverage, disability and life insurance. Pursuant to his employment agreement, Mr. Bachelder is subject to non-compete and confidentiality restrictions during the term of his employment and for a period of 18 months and five years, respectively, thereafter. The potential payments to Mr. Bachelder in connection with any termination are discussed below under “Potential Payments Upon Termination.”

OUTSTANDING EQUITY AWARDS AT FISCAL 20162024 YEAR-END

The following table sets forth information with respect to outstanding equity-based awards at January 31, 20162024 for our Named Executive Officers.named executive officers.

POTENTIAL PAYMENTS UPON TERMINATION

Christopher J. RyanCharles D. Roberson

On January 31, 2024, Mr. Roberson stepped down from the Company.  In connection with Mr. Roberson’s departure from the Company, he entered into a General Release and Separation Agreement, pursuant to which he was entitled to receive: (i) an annual cash bonus for the fiscal year ending January 31, 2024 (“FY24”), if any, as determined by the Compensation Committee of the  Board following the end of FY24 based on the Company’s achievement of the pre-established performance measures for such annual bonus; (ii) if Mr. Roberson had not secured other employment as of January 31, 2024, continued payment of Mr. Roberson’s current base salary until the earlier of the date Mr. Roberson secures such other employment or April 30, 2024, payable bi-weekly following the Termination Date; and (iii) the continued vesting of all of Mr. Roberson’s outstanding RSUs granted to Mr. Roberson with grant dates of June 16, 2021, April 7, 2022 and March 30, 2023, on their scheduled vesting dates, with the performance-based RSUs only vesting to the extent of actual performance achieved as certified by the Compensation Committee after the end of the applicable performance period, and in the event of a change in control transaction, performance-based RSUs will accelerate and vest based on the target level of performance. In addition, pursuant to the Separation Agreement, the Company has agreed to waive Mr. Roberson’s non-competition covenant set forth in the Employment Agreement.

The Separation Agreement also includes a general release of claims in favor of the Company. The Separation Agreement replaced and superseded Mr. Roberson’s employment agreement with the Company.

Roger D. Shannon

Pursuant to the terms of hisMr. Shannon’s employment agreement, if Mr. Ryan isShannon’s employment was terminated by the Company without cause“for cause” (as defined in the employment agreement) or, his employment agreement would terminate immediately and he terminateswould be paid his accrued and unpaid base salary through the date of termination, any annual bonus earned for the year prior to the year of termination but not yet paid and any other employee benefits generally paid by the Company up to the date of termination (collectively, the “RS Accrued Obligations”). In the event Mr. Shannon terminated his employment for “good reason” (as defined in the employment agreement), or he is terminated by the Company is obligatedwithout cause, Mr. Shannon would be entitled to pay him,be paid (a) within 30 days after the dateRS Accrued Obligations, (b) an additional twelve months of his then current base salary payable in equal monthly installments, and (c) a pro rata portion of any annual bonus earned for the year of termination his accrued and unpaid annual base salary through the date of termination, and accrued benefits payable under compensation plans, programsas determined in good faith by the Compensation Committee. In the event Mr. Shannon was terminated without cause or arrangements, and accrued vacation pay (collectively, the “Accrued Obligations”), (b) at the time incentive bonuses are paid to other executives, his pro rata share of the Current Target Bonusif he terminated for good reason within 18 months after a change in control (as defined in the employment agreement), if any, payablethe Company would be obligated to pay his (a) the RS Accrued Obligations, (b) a lump sum amount equal to 24 months of base salary as in effect at termination or during the year of his termination,immediately prior to the change in control, whichever is greater, and (c) his base salary and Current Target Bonus as though he had remainedtwo times a target bonus amount, if any, in the Company’s employ for the remainder of the Employment Period (as defined in the employment agreement) or for a period beginning on the date of termination and ending two years thereafter, whichever is longer. The Company may elect to make the balance of such payments then remaining in a lump sum discounted to present value. In addition, Mr. Ryan would be entitled to a continuation of his medical and health benefits for a period of two years beginning on the date ofeffect at termination.

In the event a Triggering Transaction” (defined as a “change of control,” as defined in the employment agreement) occurs during the term of his employment agreement and within four years after the Triggering Transaction, the Company terminates Mr. Ryan without cause or Mr. Ryan terminates his employment for good reason, or if one of the aforementioned terminations occurs within six months prior to the earlier of (i) a Triggering Transaction or (ii) the execution of an agreement which eventually results in a Triggering Transaction, then Mr. Ryan shall be entitled to, as of the date of termination or the date of the Triggering Transaction, as applicable, (i) the Accrued Obligations, (ii) his pro rata share of the Current Target Bonus, if any, payable during the year of his termination, and (iii) a severance amount equal to 3.99 times an amount equal to his then current annual base salary and Current Target Bonus. If any of these payments provided to Mr. Ryan would be subject to the excise tax imposed by Section 4999 of the Code, Mr. Ryan shall be entitled to a Gross-up Payment (as defined in the employment agreement). In addition, all stock options held by Mr. Ryan shall immediately vest and be exercisable.

In the event Mr. Ryan’s employment is terminated as a result of hisShannon’s death or disability (as defined in the employment agreement) or if, Mr. Ryan terminates his employment other than for good reason, the employment agreement shall immediately terminate and Mr. RyanShannon or his representativesbeneficiary or beneficiaries shall beestate would have been entitled to allreceive the RS Accrued Obligations and all other accrued amounts,a pro-rata portion of his annual bonus, if any, to which he is entitled asfor the year of termination through the date of termination in connection with any benefits or under any incentive compensation plan or programs.termination.

Teri W. HuntHui (Helena) An

Pursuant to the terms of Ms. Hunt’sAn’s employment agreement, if Ms. Hunt’sAn’s employment iswas terminated “for cause” (as defined in the employment agreement), her employment agreement would terminate immediately and she would be paid her accrued and unpaid base salary through the date of termination, any annual bonus earned for the year prior to the year of termination but not yet paid and any other employee benefits generally paid by the Company throughup to the date of termination (collectively, the “TH“HA Accrued Obligations”). In the event Ms. Hunt terminatesAn terminated her employment for “good reason” (as defined in the employment agreement) or she is terminated by the Company without cause, Ms. Hunt isAn would be entitled to be paid (a) the THHA Accrued Obligations, (b) an additional twelve months of her then current base salary payable in equal monthly installments, and (c) a pro rata portion of any annual bonus earned for the year of termination through the date of termination, as determined in good faith by the Compensation Committee. In the event Ms. Hunt isAn was terminated without cause or if she terminatesterminated for good reason within 2418 months after a change in control (as defined in the employment agreement), the Company iswould be obligated to pay her (a) the THHA Accrued Obligations, (b) a lump sum amount equal to 24 months of base salary as in effect at termination or during the year immediately prior to the change in control, whichever is greater, and (c) two times the Target Bonus Amount (as defined in the employment agreement)a target bonus amount, if any, in effect at termination or the year immediately prior to the change in control, whichever is greater.termination. In the event of Ms. Hunt’sAn’s death or disability (as defined in the employment agreement), Ms. HuntAn or her beneficiary or estate iswould have been entitled to receive the Accrued Obligations and a pro-rata portion of her annual bonus, if any, for the year of termination through the date of termination. Ms. Hunt has the right to terminate her agreement at any time on 60 days written notice, in which event she will be entitled to the TH Accrued Obligations.

Stephen M. Bachelder

Pursuant to the terms of Mr. Bachelder’s employment agreement, if Mr. Bachelder’s employment is terminated “for cause” (as defined in the employment agreement), his employment agreement would terminate immediately and he would be paid his accrued and unpaid annual base salary through the date of termination, any annual bonus earned for the year prior to the year of termination but not yet paid and any other employee benefits generally paid by the Company through the date of termination (collectively, the “SB Accrued Obligations”). In the event Mr. Bachelder terminates his employment for “good reason” (as defined in the employment agreement) or he is terminated by the Company without cause, Mr. Bachelder is entitled to be paid (a) the SB Accrued Obligations, (b) an additional twelve months of his then current base salary payable in equal monthly installments, and (c) a pro rata portion of any annual bonus earned for the year of termination through the date of termination, as determined in good faith by the Compensation Committee. In the event Mr. Bachelder is terminated without cause or if he terminates for good reason within 24 months after a change in control (as defined in the employment agreement), the Company is obligated to pay him (a) the SB Accrued Obligations, (b) a lump sum amount equal to 24 months of base salary as in effect at termination or during the year immediately prior to the change in control, whichever is greater, and (c) two times the Target Bonus Amount (as defined in the employment agreement) in effect at termination or the year immediately prior to the change in control, whichever is greater. In the event of Mr. Bachelder’s death or disability (as defined in the employment agreement), Mr. Bachelder or his beneficiary or estate is entitled to receive the SBHA Accrued Obligations and a pro-rata portion of his annual bonus, if any, for the year of termination through the date of termination. Mr. Bachelder has

PAY VERSUS PERFORMANCE

In accordance with rules adopted by the right to terminate his agreement at any time on 60 days written notice, in which event he will be entitledSecurities and Exchange Commission pursuant to the SB Accrued Obligations.Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are providing the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO named executive officers (“NEOs”) and Company performance for the fiscal years listed below.  The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.