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://www.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 19, 202121, 2023 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, regardless of the number of shares you own. Please carefully read the Proxy Statement and the voting instructions. Whether or not you plan to attend the Annual Meeting of Stockholders, you are respectfully requested by the Board of Directors to sign, date and return the enclosed proxy card promptly in the accompanying postage prepaid envelope if you received this Proxy Statement in the 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 20212023 Annual Meeting of Stockholders to be held on Wednesday, June 16, 202114, 2023 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, 20212023 are available on the Internet atwww.iproxydirect.com/lake.

Lakeland Industries, Inc.

This proxy 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 (“Lakeland,” the “Company,” “we,” “our,” or “us”), of proxies to be used at the Annual Meeting of Stockholders of Lakeland to be held on Wednesday, June 16, 202114, 2023 (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., 202 Pride Lane SW, Decatur,1525 Perimeter Parkway, Suite 325, Huntsville, AL 35603.35806. This proxy statement and accompanying proxy are first being sent or given to our stockholders on or about May 3, 2021.

The Annual Meeting will be conducted solely as a virtual meeting. No physical meeting will be held. The Board established the close of business on April 19, 202121, 2023 as the record date for determining the stockholders of record entitled to notice of and to vote at the Annual Meeting. As of the record date, 8,027,177 7,367,703 shares of common stock were outstanding, which number excludes 7,292 56,907 shares of unvested restricted stock that have voting rights and that are held by members of the Board.

You can join the Annual Meeting by accessing the meeting at https://www.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, toproxy@issuerdirect.comno later than 5:00 p.m., local time, on May 28, 2021,25, 2023, which may be submitted via: (i) email toproxy@issuerdirect.comor (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.

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.

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 insureensure we are able to answer questions in this virtual format.

If you are a registered stockholder on April 19, 2021,21, 2023, 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 15, 2021.13, 2023. 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.

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.

The 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 will, unless a different choice is indicated, be voted “FOR” the election of the two nominees for director proposed by our Nominating and Governance Committee, “FOR” the ratification of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2021,2024 and “FOR” the resolution approving the compensation of our named executive officers and “FOR” the resolution approving the amendment of our 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 you should request your stockbroker or bank to issue you a proxy covering your shares.

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

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 at a later time, by voting at the meeting or by notifying Lakeland’s Secretary in writing at the address under “Questions” on page 35.

In order to carry on the business of the Annual Meeting, we must have a quorum.  The presence at the Annual Meeting by proxy of the holders of a majority of the shares eligible to vote constitutes a quorum.  If a share of common stock is represented for any purpose at the Annual 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 abstaining.

Proposal No. 2, the ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm, requires the affirmative vote of the holders of a majority of the shares represented by proxy and entitled to vote at the Annual Meeting.  If you “abstain” from voting with respect to this proposal, your vote will have the same 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.

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 our Secretary at Lakeland Industries, Inc., 202 Pride Lane SW, Decatur,1525 Perimeter Parkway, Suite 325, Huntsville, AL 35603,35806, by mail or at (256) 350-3873, by phone.  If you want to receive separate copies of our proxy 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.

The Lakeland Board recommends that you vote “FOR” the election of the two directors proposed by the Nominating and Governance Committee (Proposal No. 1), “FOR” the ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending January 31, 20222024 (Proposal No. 2),“FOR” and “FOR” the approval (on an advisory basis) of named executive officer compensation (Proposal No. 3) and “FOR” the approval of the amendment to the Lakeland Industries, Inc. 2017 Equity Incentive Plan.

Ronald Herring is the chairperson of the Board of Advisors 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 MSA 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 has served as the Visiting Executive in Residence at the Katz School of Business at the University of Pittsburgh since January 2018. 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 Kiddhas 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 Virginia 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 Company.

INCUMBENT DIRECTORS ‑ CLASS II

Terms Expiring in 2024

Jeffrey 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, sincefrom February 2015.2015 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.

Charles D. Robersonhas served as a director, and our Chief Executive Officer, President and Secretary since February 1, 2020. Mr. Roberson was our Chief Operating Officer from July 2018 to January 31, 2020. From 2009 to July 2018, he was our Senior Vice President, International Sales. Mr. Roberson joined our Company in 2004 as Technical Marketing Manager and later served as International Sales Manager. Prior to joining our Company, Mr. Roberson was employed by Precision Fabrics Group, Inc. as a Market Manager from 1995 to 2001 and as a Nonwovens Manufacturing Manager from 1991 to 1995. He began his career as a manufacturing manager for Burlington Industries, Inc. in its Menswear Division from 1985 to 1991. Collectively, he has over 30 years’ experience in the protective clothing industry as a manufacturer of both roll goods and garments. Mr. Roberson’s qualifications to serve on our Board include his prior business experience and knowledge of our industry and of our company.

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 from December 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 Aetna’s Medicaid Division, Mr. McAteer served as the President and CEO of Vytra Health Plans. In a thirteen-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 is 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 New York State.  His practice focused in 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 is a Chambers rated attorney and served as the Chair of the firm's Securities Practice Group from 2001 to 2020 and as a member of the firm’s Management Committee from January 2007 to January 2013. From 2018 until September 2020, he served as the Partner in Charge of the firm's New York City office. Mr. Jenkins holds a BA from Virginia Military Institute and a J.D. from West Virginia University College of Law. Mr. Jenkins previously served on our Board from 2012 to 2015 and 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.

Nikki L. Hamblin has served as a director since April 2021. Ms. Hamblin has served as the Director of Advisor Service at Manning & Napier Advisors, LLC, a publicly traded investment management company, since September 2019.  In addition to her current role, she is a member of the firm’s Committee for Diversity & Inclusion.  Previously, she was the Director of Retirement Plan Services at GRP Financial California, LLC, a retirement plan consulting firm, from 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 William E. Simon Graduate School of Business Administration at the University of Rochester and has attained multiple securities and financial planning licenses and designations. Ms. Hamblin’s qualifications to serve on our Board include her investment banking and finance experience.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR”

The Board has three standing committees – the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee. Each committee operates under a written charter adopted by the Board and each charter is available without charge on our website atwww.lakeland.comunder the heading “Investor Relations-Financial Information & PoliciesRelations-Governance.”  Hard copies may also be obtained, without charge, by writing to our Secretary at Lakeland Industries, Inc., 202 Pride Lane SW, Decatur,1525 Perimeter Parkway, Suite 325, Huntsville, AL 35603.

During the fiscal year ended January 31, 2021,2023, there were seven (7)six meetings of the Board; eight (8)four meetings of the Audit Committee; five (5)four meetings of the Compensation Committee; and four (4)three meetings of the Nominating and Governance Committee.  Each director attended at least 75% of the aggregate number of meetings of the Board, and the respective committees of which he or she is a member, during the period for which he or she was a director during the fiscal year ended January 31, 2021.

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.

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 of 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.comunder the heading “Investor Relations-Financial Information & Policies-ESG Programs and Policies.Relations-Governance.”

A stockholder providing 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 provided or required to be provided 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 meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to the 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 supplement requirement to be made as of the record date, and not later than eight business days prior to the date for the meeting, any adjournment or postponement thereof in the case of the update and supplement required to be made as of 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.

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.comunder the heading “Investor Relations-Financial Information & Policies-CorporateRelations-Governance-Corporate Governance Guidelines.”  Below are some highlights of our corporate governance guidelines and practices:

Management is responsible for the day-to-day management of risks for Lakeland, while our Board, 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.  In addition, the Audit Committee, together with the Board, oversees 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 committees of the Board regularly delivers reports to the members of the Board, in order to keep the Board 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.

The Board adopted our Global Code of EthicsBusiness 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.comunder the heading “Investor Relations-Financial Information & Policies-CodeRelations-Governance-Global Code of Ethics.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 our Code of Ethics by posting such information on our website atwww.lakeland.comunder the heading “Investor Relations-Financial Information & Policies-CodeRelations-Governance-Global Code of Ethics.Business Conduct.”

No member of our Compensation Committee is an officer or employee of Lakeland, and none of our executive officers serves as a member of a compensation committee of any entity that has one or more executive officers serving as a member of our Compensation Committee.

For the fiscal year ended January 31, 2021,2023, the compensation structure for our non-employee directors each received $75,000 plus an additional annual feewas as follows:

Our independent directors andno longer have the Chairmanoption to receive their fees in shares of the Audit Committee, and $5,000 for eachour common stock or other committee chair position held. equity awards.

For the fiscal year ended January 31, 2021, Mr.2023, Christopher J. Ryan received $185,000$125,000 for his services as Executive Chairman. For the fiscal year ending January 31, 2022, Mr. Ryan will receive compensationalso received a performance bonus of $165,000 for his services as Executive Chairman. In fiscal year 2021, all$6,703.

On June 15, 2022, each of the independentour non-employee directors, chose to receive all fees in cash. Non-employee directors also were issuedincluding Mr. Ryan, received awards of performance-based3,918 time-based restricted stock units under our 2017 Equity Incentive Plan, which vest in an amount of up to 4,348 shares at target level, with a vesting period of three years. The actual number of shares that will vest atfull on the endfirst anniversary of the three-year performance period will be baseddate of grant, assuming the director’s continuous service on several defined performance and other factors over the entiretyBoard of the three-year period. 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 2023

The following table sets forth compensation paid by the Company to non-employeeour directors during the fiscal year ended January 31, 2021.

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, 20222024 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 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.

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.

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. 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.

All members of the Audit Committee are independent directors, qualified to serve on the Audit Committee pursuant to the applicable NASDAQ Rules.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, 2021,2023, 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.

Fees billed for services by Deloitte related to during fiscal 20212023 and by Friedman (prior firm) related to fiscal 20202022 are as follows:

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.

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:

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.

Roger D. Shannon has served asbeen our Chief Financial Officer since August 2019.February 2023.  From June 2019 to November 2022, Mr. DillardShannon was Chief Financial Officer and Treasurer of Digium, Inc.,Charah Solutions. From November 2015 to June 2019, Mr. Shannon served in various roles for ADTRAN, a publicly-traded provider of telecommunicationsnext-generation networking solutions, from September 2015 to August 2019.including Chief Financial Officer, Senior Vice President of Finance, Treasurer and Head of Corporate Development at ADTRAN. Mr. DillardShannon also served as Chief ExecutiveFinancial Officer of Mobular Technologies, Inc., a technology solutions provider, from September 2003 to September 2015.  Mr. Dillard has also served as CFO/and Treasurer for Nichols ResearchSteel Technologies and various senior finance roles at the Brown-Forman Corporation, British American Tobacco, and Wolverine Tube, Inc.accounting positions at Vulcan Materials Company, Lexmark International and was a senior manager at Ernst and Young.

Steven L. Harvey has been our Executive Vice President for Global Sales and Marketing since January 2021.  From 2007 to 2018, Mr. Harvey was Vice-President of Global Sales and Service of Digium, Inc., a provider of telecommunications solutions. From 2003 to 2007, Mr. Harvey was employed by Adtran, Inc., a provider of networking and communications equipment as the Vice President of Sales, Enterprise and Competitive Service Providers, as the Vice President of Sales, Competitive Service Providers from 1998 to 2002 and as the Vice President of Sales, Enterprise from 1996 to 1998.  Mr. Harvey was also an Executive Vice President of, and held various sales positions for, Data Processing Sciences, and began his career at The Procter & Gamble Company.

The Company is both an accelerated filer and a smaller reporting company. For purposes of executive officer compensation, the Company is governed by the disclosure rules applicable to smaller reporting companies. Therefore, 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.  For additional information with respect to executive compensation, please see “Corporate Governance-Director and Executive Compensation Survey” in the earlier part of this Proxy Statement.

EXECUTIVE COMPENSATION OVERVIEW

Compensation Philosophy and Objectives. The Company seeks to pay its executive officers’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 traded and similarly sized companies in the industry in which the Company operates.

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 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 stock unit 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 enhance executive retention. Additional annual cash bonus opportunities based on such parameterspre-established performance goals as determined by the Compensation Committee are utilized to make adjustments necessary to maintain the competitiveness of executive compensation without compromising the Company’s commitment to keeping executive incentive compensation greater that 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 growth in the market price of the Company’s common stock and growth in the Company’s financial performance parameters.

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 financial goals by the Company. The currentFor fiscal 2023, incentive components of restricted stock unit grants areand incentive-based cash bonuses were based upon levels of revenues, Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) margins, and free cash flow, as well as Board discretion and retention of employment, and annual cash bonuses for executive officers are based on such financial and operational parameters, as determined by the Compensation Committee in connection with the Company’s annual bonus program. This isflow. 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

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, 2021.2023. “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 current named executive officers is fixed pursuant to the terms of their respective employment agreements with us and 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 reviewed 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 Compensation Committee and the Board, 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.

Bonuses. The Company has historically granted its annual bonuses to 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. With respect to the fiscal year ended January 31, 2021,2023, the Compensation Committee and the Board of Directors jointly approved a bonus program pursuant to which the named executive officers, as well as other key employees, would earn bonuses based upon defined corporate performance goals and individual financial and operational parameters. CorporateThe Compensation Committee set corporate performance goals include revenue growth,tied to revenues (weighted at 40%), EBITDA margin (weighted at 40%) and free cash flow (weighted at 20%) for the annual cash bonus program for the fiscal year ended January 31, 2023, with payouts ranging from 50% of target for minimum level of performance, 100% of target for target level performance, and working capital.

Equity Awards/Restricted Stock Unit Grants. A third component of executive officers’ compensation is grants of restricted shares of commonrestricted stock or restricted stock units issued pursuant to our stock plans then in effect; although the Compensation Committee may consider using other equity-based incentives in the future and in fact issued a stock option to Allen E. Dillard, the Company’s former Chief Operating and Financial Officer, upon histhe commencement of his employment in August 2019, and to Steven Harvey, Executive Vice President for Global Sales and Marketing, upon histhe commencement of his employment in January 2021.2021, and to Roger Shannon, Chief Financial Officer, upon the commencement of his employment in February 2023. The Compensation Committee grants restricted stock units to the Company’s executivesexecutive officers in order to align their interests with the interests of the stockholders.  Restricted stock and restricted stock unit 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 restricted stock was granted to executive officersunits in fiscal 2022 and fiscal 2023, each in accordance with the terms of our 2017 Equity Incentive Plan in eachPlan. Half of fiscal 2020 and fiscal 2021. Suchthe restricted stock grantsunits granted in fiscal 2023 vest based solely on the passage of time (ratably over three years beginning with the first anniversary of the date of grant), and the other half of the restricted stock units vest at the end of a three-year performance period, based upon revenue growth (35%(25%), and EBITDA margin (25%), free cash flow (15%), retention of employement (10%) and Board discretion (15%) subject to discretionary adjustment for non-recurring items, achieved by the Company over the entirety of this three-year period.. At the end of the applicable performance period, thea number of shares will vest, if any, based on minimum, target, or maximumthe performance levels achieved, will vest. With respect to future restricted stock grants to executive officers,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 Compensation Committee expects to set specific performance goals for vesting to be achieved, as well as a greater portion being solely time-based.

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 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 the Chief Executive Officer in establishing compensation levels for the other executive officers. Charles D.Mr. Roberson who assumed the role of Chief Executive Office on February 1, 2020, and the individual executives engage in discussions regarding the executive’s salary, and Mr. Roberson reports on such discussions and makes his own recommendations to the Compensation Committee. The Compensation Committee will separately discuss with Mr. Roberson any proposed adjustment to his own compensation. The Compensation Committee reports to the Board on all proposed changes in executive compensation after it has formed a view on appropriate adjustments and makes recommendations for consideration of the Board for executive officers other than the Chief Executive Officer. The Compensation Committee sets the compensation level for the Chief Executive Officer, and, with recommendations from the Board, for the other executive officers. Salary levels and other aspects of compensation for the Chief Executive Officer and the Chief Financial Officer historically have been set forth in employment agreements.

The Compensation 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 Chief Executive Officer and Chief Financial Officer,executive officers, other than matching from time to time a portion of employee contributions to the Company’s 401(k) plan.

Employment Agreements. The Company has entered into employment agreements with each of its Chief Executive Officer, Chief Financial Officer and Executive Vice President Sales and Marketing.named executive officers for fiscal year 2023. These employment agreements are described in more detail under the caption “Narrative to Compensation Table” below.

Lakeland will recoup vested or unvested equity awards issued or paid pursuant to authorize compensation that would not otherwise be deductiblethe Company’s LTIP in the event Lakeland is required to prepare an accounting restatement due to significant or material noncompliance with any financial reporting requirement under Section 162(m) or otherwise.

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, 20212023 and 2020.2022. As used in this Proxy Statement, FY refers to a fiscal year ended January 31. For example, FY21FY23 refers to the fiscal year ended January 31, 2021.

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

Charles D. Roberson has served. Pursuant to Mr. Roberson’s employment agreement, as our Chief Executive Officer, President and Secretary since February 1, 2020.amended to date, Mr. Roberson served as Chief Operating Officerreceives an annual base salary of $425,000 and participates in the Company from July 2018 until January 31, 2020. Prior to such time,Company’s annual incentive bonus program.  The original term of Mr. Roberson served as Senior Vice President of International Sales. Pursuant to theRoberson’s employment agreement entered into in January 2020 with respect to his position as Chief Executive Officer, which has a two-year term expiringterminated on January 31, 2022, but the agreement provides for automatic 12-month extensions unless either the Company or Mr. Roberson receives a base salaryprovide written notice of $325,000.termination at least 90 days prior to the expiration of the term. Pursuant to this agreement, Mr. Roberson is also eligible to participate, as determined in the discretion of the Compensation Committee, in the Company’s 2017 Equity Incentive Plan and any other restrictive stock, stock appreciation rights, stock option or other equity plans of the Company as may become effective; and based upon parameters set forth in the Company’s annual bonus program, if any, to receive an annual bonus of up to 20% of annual base salary.effective. In respect of fiscal 2021,2023, Mr. Roberson earned a performance and discretionary bonus of $135,500 and, in respect of fiscal 2020, earned a performance and discretionary bonus of $55,000. The Company granted Mr. Roberson, under the 2017 Equity Incentive Plan during fiscal 2021, a performance-based award of up to 14,130 restricted shares, based on target performance level, subject to vesting in fiscal 2023, and granted during fiscal 2020 a performance-based award of up to 15,973 restricted shares, based on target performance level, subject to vesting in fiscal 2022. In addition, during fiscal 2021, the Company granted Mr. Roberson an award of 14,000 restricted shares, to vest after one year of continued employment.$67,111. Mr. Roberson participates in the 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 his employment agreement, Mr. Roberson is subject to non-competition and confidentiality restrictions, which, in the case of non-competition, covers the term of his employment and for a period of one year thereafter. The potential payments to Mr. Roberson in connection with any termination are discussed below under “Potential Payments Upon Termination.”

Allen E. Dillard serves. Mr. Dillard served as Chief Operating and Financial Officer of the Company. Pursuant to the terms of his priorCompany during fiscal year 2023.  Mr. Dillard’s employment agreement, with the Company, Mr. Dillard’s term of employment was for a period of 18 months which commenced on August 12, 2019 and expired on February 11, 2021. Mr. Dillard was paid an annual base salary of $240,000 in FY20. On February 15, 2021, the Company and Mr. Dillard entered into a new employment agreement providingas amended, provided for employment through February 1, 2022, and for a per annumwith automatic 12-month extensions unless either party provides 90 days prior notice thereto.  Mr. Dillard was entitled to an annual base salary of $285,000.$325,000 and participated in the Company’s annual incentive bonus program.  Pursuant to his employment agreement, Mr. Dillard iswas also eligible to participate, as determined in the discretion of the Compensation Committee, in the Company’s 2017 Equity Incentive Plan and any other restrictive stock, stock appreciation rights, stock option or other equity plans of the Company as may become effective; and if determined in its sole discretion by the Compensation Committee, to receive an annual bonus in such amount, and based upon such parameters (if any), as determined by the Compensation Committee. Such annual bonus was up to 20% of base salary for fiscal 2020 and fiscal 2021 and is up to 40% of his base salary for fiscal 2022.effective. In respect of fiscal 2020 and fiscal 2021,2023, Mr. Dillard earned a performance and discretionary bonusesbonus of $48,000 and $106,600, respectively. The Company granted$30,000. Mr. Dillard under the 2017 Equity Incentive Plan, during fiscal 2020 (a) a stock option to purchase 24,900 shares of common stock, exercisable at $11.17 per share, and vesting over a three year period, and (b) a performance-based award of up to 13,940 restricted shares, based on target performance level, subject to vesting in fiscal 2022. During fiscal 2021, the Company granted Mr. Dillard a performance based award of up to 9,632 restricted shares, based on target performance level, subject to vesting in fiscal 2023. In addition, during fiscal 2021, the Company granted Mr. Dillard an award of 7,000 restricted shares to vest after one year of continued service. Mr. Dillard participatesparticipated in the Company’s benefit plans and iswas entitled to the benefits available to other officers and employees, including pension plans, profit sharing plans, health insurance coverage, and disability insurance. Pursuant to his employment agreement, Mr. Dillard iscontinues to be subject to non-competition and confidentiality restrictions, which, in the case of non-competition, covers the term of his employment and for a period of one year thereafter. The potential payments to Mr. Dillard in connection with any termination are discussed below under “Potential Payments Upon Termination.”

Steven L. Harvey serves as Executive Vice President for Global Sales and Marketing of the Company.. Pursuant to theMr. Harvey’s employment agreement, which commenced on January 4, 2021 and has a two-year term originally expiring on January 3, 2023 with an automatic 12-month extensionextensions unless either party provides 90 days prior notice thereto. Mr. Harvey receives aan annual base salary of $240,000.$240,000 plus commissions tied to an annual sales target and participates in the Company’s annual incentive bonus program. Pursuant to his agreement, Mr. Harvey is also eligible to participate, as determined in the discretion of the Compensation Committee, in the Company’s 2017 Equity Incentive Plan and any other restrictive stock, stock appreciation rights, stock option or other equity plans of the Company as may become effective; and to receive an annualeffective. Mr. Harvey earned a performance bonus of up to 30% of annual base salary with respect to$17,491 for fiscal 2022 based upon such parameters (if any) as determined by the Compensation Committee and certain commission payments. The Company granted Mr. Harvey, under the 2017 Equity Incentive Plan, during fiscal 2021 a stock option to purchase 10,200 shares of common stock, exercisable at $28.21 per share, and vesting over a three year period,2023.  Mr. Harvey participates in the 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 his employment agreement, Mr. Harvey is subject to non-competition and confidentiality restrictions, which, in the case of non-competition, covers the term of his employment and for a period of one year thereafter. The potential payments to Mr. Harvey in connection with any termination are discussed below under “Potential Payments Upon Termination.”

OUTSTANDING EQUITY AWARDS AT FISCAL 20212023 YEAR-END

Pursuant to the terms of Mr. Roberson’s employment agreement, if Mr. Roberson’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 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 “CR Accrued Obligations”).  In the event Mr. Roberson terminates his employment for “good reason” (as defined in the employment agreement) or he is terminated by the Company without cause, Mr. Roberson is entitled to be paid (a) the CR 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. Roberson 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 CR 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 a target bonus amount, if any, in effect at termination. In the event of Mr. Roberson’s death or disability (as defined in the employment agreement), Mr. Roberson or his beneficiary or estate is entitled to receive the CR Accrued Obligations and a pro-rata portion of his annual bonus, if any, for the year of termination through the date of termination. Mr. Roberson has the right to terminate his agreement at any time on 60 days written notice, in which event he will be entitled to the CR Accrued Obligations.

Pursuant to the terms of Mr. Dillard’s employment agreement, if Mr. Dillard’s employment iswas terminated “for cause” (as defined in the employment agreement), his employment agreement would terminate immediately and he would 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 “AD Accrued Obligations”). In the event Mr. Dillard terminatesterminated his employment for “good reason” (as defined in the employment agreement) or he is terminated by the Company without cause, Mr. Dillard iswould be entitled to be paid (a) the AD 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. Dillard iswas terminated without cause or if he terminatesterminated for good reason within 18 months after a change in control (as defined in the employment agreement), the Company iswould be obligated to pay his (a) the AD 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 a target bonus amount, if any, in effect at termination. In the event of Mr. Dillard’s death or disability (as defined in the employment agreement), Mr. Dillard or his beneficiary or estate iswould have been entitled to receive the AD Accrued Obligations and a pro-rata portion of his annual bonus, if any, for the year of termination through the date of termination.

On April 6, 2023, Mr. Dillard hasretired from the rightCompany.  Mr. Dillard’s departure from the Company qualified him for severance benefits consistent with a termination without cause under Mr. Dillard’s employment agreement, including continuation of his base salary for a period of twelve (12) months from the date of his retirement; an amount equal to terminate his agreement at any time on 60$7,500 as a pro rata portion of the annual bonus for the fiscal year ending January 31, 2024; and payment for credited and unused vacation days written notice,under the Company’s existing policies. On April 9, 2023, the Company and Mr. Dillard entered into a General Release and Severance Agreement, which provides for the payments discussed above, a general release of claims in which event he will be entitledfavor of the Company, vesting of Mr. Dillard’s restricted stock units that were scheduled to the AD Accrued Obligations.

Pursuant to the terms of Mr. Harvey’s employment agreement, if Mr. Harvey’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 base salary and commissions 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 “SH Accrued Obligations”). In the event Mr. Harvey terminates his employment for “good reason” (as defined in the employment agreement) or he is terminated by the Company without cause, Mr. Harvey is entitled to be paid (a) the SH 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. Harvey is terminated without cause or if he terminates for good reason within 18 months after a change in control (as defined in the employment agreement), the Company is obligated to pay his (a) the SH 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 a target bonus amount, if any, in effect at termination. In the event of Mr. Harvey’s death or disability (as defined in the employment agreement), Mr. Harvey or his beneficiary or estate is entitled to receive the SH Accrued Obligations and a pro-rata portion of his annual bonus, if any, for the year of termination through the date of termination. Mr. Harvey has the right to terminate his agreement at any time on 60 days written notice, in which event he will be entitled to the SH Accrued Obligations.

The following tables set forth certain information regarding the beneficial ownership of the Company’s outstanding common stock as of April 19, 2021,21, 2023, the record date, including shares as to which a right to acquire ownership within 60 days of the record date exists within the meaning of Rule 13d-3(d)(1) under the Exchange Act, by: (i) each of the named executive officers of the Company; (ii) each director and nominee for director of the Company; (iii) all directors and executive officers of the Company as a group and (iv) each person who is known by the Company to beneficially own more than 5% of the Common Stock.

Except as otherwise noted, the persons named in the table have sole voting and investment power with respect to their shares of Common Stock shown as beneficially owned by them and the address for each beneficial owner, unless otherwise noted, is c/o Lakeland Industries, Inc., 202 Pride Lane SW, Decatur,1525 Perimeter Parkway, Suite 325, Huntsville, AL 35603.