DEF 14A of Buckle Inc, Apr 23, 2025

DEF 14A of Buckle Inc

Filed Apr 23, 2025 · FY20240000885245-25-000058

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Directors will be elected at the June 2, 2025 Meeting to serve until the next Meeting and until their successors are elected and qualified. The Board recommends the election of the thirteen nominees listed below. In the absence of instructions to the contrary, shares represented by proxy will be voted for the election of all such nominees to the Board. The Board has no reason to believe that any of these nominees will be unable to serve. However, if any nominee should for any reason be unavailable to serve, the proxies will be voted for the election of such other person to the office of Director as the Board may recommend in place of such nominee. Set forth below is certain information concerning the nominees, which is based on data furnished by them. Daniel J. Hirschfeld, age 83. Mr. Hirschfeld is Chairman of the Board of the Company. He has served as Chairman since April 19, 1991. Prior to that time, Mr. Hirschfeld served as President and Chief Executive Officer. Mr. Hirschfeld has been involved in all aspects of the Company's business, including the development of the Company's management information systems. The Board believes that Mr. Hirschfeld’s knowledge of Company operations, based upon his longstanding experience with the Company as its founder, allows him to provide strategic guidance and unique insights into the Company’s challenges and opportunities. Dennis H. Nelson, age 75. Mr. Nelson is President and Chief Executive Officer and a Director of the Company. He has served as President and a Director since April 19, 1991. Mr. Nelson was elected as Chief Executive Officer by the Board on March 17, 1997. Mr. Nelson began his career with the Company in 1970 as a part-time salesperson while he was attending Kearney State College (now the University of Nebraska-Kearney). While attending college, he became involved in merchandising and sales supervision for the Company. Upon graduation from college in 1973, Mr. Nelson became a full-time employee of the Company and he has worked in all phases of the Company's operations since that date. Prior to his election as President and Chief Operating Officer on April 19, 1991, Mr. Nelson performed all of the functions normally associated with those positions. The Board believes that Mr. Nelson’s experience with the Company for over fifty years and his day-to-day leadership of the Company as Chief Executive Officer allows him to provide valuable guidance from his intimate knowledge of the Company’s operations and the markets in which the Company operates. Thomas B. Heacock, age 47. Mr. Heacock is Senior Vice President of Finance, Treasurer, Chief Financial Officer, and a Director of the Company. He was elected a Director on December 4, 2017. Mr. Heacock was appointed Senior Vice President of Finance, Treasurer, and Chief Financial Officer effective February 4, 2018, after having served as Vice President of Finance, Treasurer, and Chief Financial Officer upon his appointment as Chief Financial Officer on July 20, 2017. He has been employed by the Company since October 2003 and served as Vice President of Finance, Treasurer, and Corporate Controller prior to his appointment as Chief Financial Officer. Prior to joining the Company, he was employed by Ernst & Young, LLP. Mr. Heacock is the son-in-law of Dennis H. Nelson, who serves as President and Chief Executive Officer and a Director of the Company. The Board believes that Mr. Heacock's experience in public accounting, along with his knowledge of the Company's financial and operating results, allows him to provide the Board with valuable knowledge and insight. Kari G. Smith, age 61. Ms. Smith is Executive Vice President of Stores and a Director of the Company. She was elected a Director effective February 4, 2018, and was appointed Executive Vice President of Stores on February 13, 2014, after having served as Vice President of Sales since May 2001. Ms. Smith joined the Company in May 1978 as a part-time salesperson. Later she became store manager in Great Bend, Kansas, and then began working with other stores as an area manager. Ms. Smith has continued to develop her involvement with the sales management team, helping with manager meetings and the development of new store managers, as well as providing support for store managers, area managers, and district managers. The Board believes that Ms. Smith's longstanding experience and her leadership of the Company's store teams and teammates provide the Board with valuable insights into current trends impacting the Company. Hank M. Bounds, age 57. Mr. Bounds has been a Director of the Company since September 17, 2018. Since August 2019, he has been an educational consultant and executive leadership coach and is President Emeritus of the University of Nebraska. Prior to that time, Mr. Bounds served as the President of the University of Nebraska from April 2015 until August 2019. Mr. Bounds began his career as a high school teacher, then rose to principal, superintendent, and state superintendent before becoming Mississippi’s commissioner of higher education in 2009, a position he held until his appointment as the seventh President of the University of Nebraska in 2015. The Board believes that Mr. Bounds's current and previous experiences, including leadership for a university that enrolled nearly 53,000 students and employed over 14,000 faculty and staff, provide him with valuable insight into many aspects of the Company's financial and administrative operations. Bill L. Fairfield, age 78. Mr. Fairfield has served as a Director of the Company since May 30, 1996. From 2016 to present, Mr. Fairfield and his family have owned and operated Dundee Granite, LLC, a fabricator of natural stone products for residential and commercial use. Prior to such time, Mr. Fairfield was the Chief Executive Officer of infoGROUP Inc. ("infoGROUP") from August 2008 to July 2010, a Director of infoGROUP from November 2005 to July 2010, and the Chairman of the infoGROUP Board of Directors from July 2008 to August 2008. In 2003 and 2004, Mr. Fairfield was Executive Vice President of Sitel Corporation, and from 1991 until 2000, Mr. Fairfield was President and Chief Executive Officer of Inacom Corp., a technology management services company. Prior to 1991, Mr. Fairfield was Chief Executive Officer of Valcom, the predecessor company to Inacom Corp. The Board believes that Mr. Fairfield’s business experience related to technology and his former role as Chief Executive Officer of infoGROUP allows him to provide insight in technology, auditing, and financial matters. Bruce L. Hoberman, age 78. Mr. Hoberman has served as a Director of the Company since June 2, 2000. From 2003 to February 2020, he served as the Chairman of the Board of Proxibid, Inc., an internet auction service provider ("Proxibid"). He also served as President and Chief Executive Officer of Proxibid starting in 2003, stepping down from his President role in 2010, and later retiring from his CEO position in September 2012. Mr. Hoberman was Founder and President of Homer’s, Inc., a music retail chain and distribution company based in Omaha, Nebraska, from 1971 to 1993. The Board believes that Mr. Hoberman’s experience with a music retail chain and his experience and involvement with Proxibid allows him to provide insight in retail, technology, and financial matters.

  2. ELECTION OF DIRECTORS

    Michael E. Huss, age 70. Mr. Huss has served as a Director of the Company since May 29, 2009. In 2016, Mr. Huss retired from his positions as General Counsel for Mutual of Omaha Bank and Deputy General Counsel and Corporate Secretary for the Mutual of Omaha Companies. Mr. Huss first joined Mutual of Omaha in 1993, holding various positions throughout his career. Prior to joining the Mutual of Omaha Companies, Mr. Huss practiced law as a partner at the Kutak Rock law firm in Omaha, Nebraska, and was a certified public accountant in San Diego, California. The Board believes that Mr. Huss’s experience as General Counsel for Mutual of Omaha Bank, Deputy General Counsel and Corporate Secretary for Mutual of Omaha Companies, coupled with his prior experience as a certified public accountant, allows him to provide insight in accounting, audit, compliance, and financial matters. From his years of experience in accounting and law, he has knowledge and understanding of generally accepted accounting principles and auditing standards and how they should be applied to financial reporting systems. In addition, Mr. Huss holds a CERT Certificate in Cybsersecurity Oversight from the CERT Division of the Software Engineering Institute at Carnegie Mellon University, which he earned in January 2024. Mr. Huss currently serves as Chair of the Audit Committee and meets the SEC definition of an audit committee financial expert. Shruti S. Joshi, age 46. Ms. Joshi has been a Director of the Company since December 5, 2022. Ms. Joshi currently serves as President and Chief Operating Officer for Facet, a position she has held since August 2021. In this role, she is responsible for continuing Facet’s growth by overseeing its overall go-to market strategy, defining and leading its unique end-to-end client experience, and helping to define new revenue stream opportunities. Prior to joining Facet, Ms. Joshi was an equity partner at Altman Vilandrie & Company, now Altman Solon, where she built and ran the firm’s Marketing ROI Practice. Prior to that, she was an executive at Verizon Communications, where she led new acquisition growth for consumer FiOS and core network products. The Board believes that Ms. Joshi’s experience as President and Chief Operating Officer for Facet allows her to provide insight with respect to marketing and financial matters. Angie J. Klein, age 47. Ms. Klein has been a Director of the Company since December 2, 2019. Ms. Klein currently serves as Senior Vice President of Consumer Growth Marketing and as Chief Content Officer for Verizon, the largest consumer wireless provider in the US with more than $100 billion in annual revenue. She has held this role since January 2024. Most recently, she was the President of Verizon Value, where she led an extensive portfolio of prepaid brands including StraightTalk, Total Wireless, Visible, Safelink, and Tracfone. Previously, Ms. Klein served as Senior Vice President of Consumer Segment Marketing for Verizon, and in numerous other Vice President roles for the telecom company across marketing, product development, and operations since 2012. Klein has a proven track record of driving growth, disruption, and innovation at Verizon, where she has been employed since July 2001. A native Nebraskan, Ms. Klein is a graduate of the University of Nebraska-Lincoln. The Board believes that Ms. Klein's executive leadership experience at Verizon allows her to provide insight in retail and consumer marketing matters. John P. Peetz, III, age 75. Mr. Peetz has served as a Director of the Company since June 2, 2006. Mr. Peetz currently serves in an of counsel role for Peetz & Company, a Lincoln, Nebraska, based company providing strategic counsel in government and corporate affairs. Mr. Peetz previously served as Executive Vice President for Crete Carrier Corporation, one of the largest privately held trucking companies in the United States, located in Lincoln, Nebraska. He held this position from 1991 to May 2010 and held other positions with that organization prior to that date. He also previously served as President of Shaffer Trucking, the refrigerated carrier division of Crete Carrier, until his retirement from the company in December 2014. Mr. Peetz practiced law in Sidney, Nebraska, with the firm of Peetz, Peetz & Sonntag prior to joining Crete Carrier Corporation and its affiliated companies in 1988 as General Counsel. The Board believes that Mr. Peetz’s experience as Executive Vice President of Crete Carrier Corporation and as President of its Shaffer Trucking division allows him to provide insight with respect to distribution and financial matters. Karen B. Rhoads, age 66. Ms. Rhoads has been a Director of the Company since April 19, 1991, and previously served as Senior Vice President of Finance and Chief Financial Officer of the Company. Ms. Rhoads retired from the Company effective February 3, 2018, after having stepped down as Senior Vice President of Finance and Chief Financial Officer effective July 20, 2017. Ms. Rhoads began working for the Company in the corporate office in November 1980 (while attending college) and later worked part-time on the sales floor. Ms. Rhoads practiced as a CPA for 6 1/2 years, during which time she began working on tax and accounting matters for the Company as a client, before returning to work full-time for the Company in November 1987. The Board believes that Ms. Rhoads’s experience in public accounting, coupled with her longstanding experience with the Company, allows her to provide valuable insight into the Company’s financial operations. James E. Shada, age 69. Mr. Shada has been a Director of the Company since March 11, 2002. Mr. Shada previously served as Vice President of Sales and Executive Vice President of Sales since April 19, 1991. Effective March 27, 2009, Mr. Shada retired from the Company, after stepping down from his executive position on June 30, 2008. Mr. Shada began his career with the Company in November 1978 as a part-time salesperson while attending Kearney State College (now the University of Nebraska-Kearney). He later served as a store manager for the Company before returning to the corporate office in 1985 as the Company's sales manager. He was also involved in site selection and the development and education of personnel as store managers and as area and district managers. The Board believes that Mr. Shada’s prior experience with the Company as Executive Vice President of Sales allows him to provide special insights on the Company’s sales operations. Directors will be elected under this proposal when they receive a plurality of affirmative votes cast by holders of the outstanding shares of Common Stock voting together as a single class at the Meeting. This means the thirteen nominees receiving the highest number of votes at the Meeting, after taking into account any cumulative voting, will be elected. Abstentions and broker-non votes will not impact the election of Directors.

  3. CORPORATE GOVERNANCE

    | | Fees Earned or Paid in Cash | Stock Awards | Option Awards | Non-Equity Incentive Plan Compensation | Change in Pension Value and NQDC Earnings | All Other Compensation | Total | | Name (1) | ($) (2) | ($) (3) | ($) | ($) | ($) | ($) | ($) | | Hank M. Bounds | 60,000 | 85,455 | — | — | — | — | 145,455 | | Bill L. Fairfield | 60,000 | 85,455 | — | — | — | — | 145,455 | | Bruce L. Hoberman | 60,000 | 85,455 | — | — | — | — | 145,455 | | Michael E. Huss | 76,000 | 85,455 | — | — | — | — | 161,455 | | Shruti S. Joshi | 60,000 | 85,455 | — | — | — | — | 145,455 | | Angie J. Klein | 68,000 | 85,455 | — | — | — | — | 153,455 | | John P. Peetz, III | 72,000 | 85,455 | — | — | — | — | 157,455 | | Karen B. Rhoads | 60,000 | 85,455 | — | — | — | — | 145,455 | | James E. Shada | 60,000 | 85,455 | — | — | — | — | 145,455 |

  4. COMPENSATION DISCUSSION AND ANALYSIS

    COMPENSATION DISCUSSION AND ANALYSIS Overview The Company is engaged in a highly competitive industry, with fashion, selection, quality, price, location, store environment, and service being the principal competitive factors. In order to compete and succeed, the Company believes that it must be able to attract, motivate, and retain highly qualified executives. The Company emphasizes the promotion of store managers and other management personnel from within. The Company’s compensation philosophy is that each member in a position to make the Company succeed should be rewarded accordingly for success and, as such, the compensation plan is intended to provide a relationship between the compensation earned by executive officers and the creation of value for stockholders. The Company has a team philosophy, reflected by the facts that: (i) employees have always been referred to as “teammates” and (ii) performance objectives upon which performance bonuses for executive officers are based are strategic objectives for Company performance, not individual goals. Elements of Executive Compensation For fiscal 2024, the compensation program for all executive officers, including the Company's Chief Executive Officer and Chief Financial Officer, consisted of: •A competitive base salary; •An incentive cash bonus, based upon the actual performance of the Company; •Benefits including a health and welfare plan, 401(k) plan, and supplemental non-qualified deferred compensation plan; and •Shares of Restricted Stock (previously and hereafter referred to as “Non-Vested Stock” in accordance with terminology used in Generally Accepted Accounting Principles (“GAAP”)). The first three elements listed above are short-term in nature and designed to attract, motivate, and retain a talented executive team. Non-Vested Stock provides a long-term incentive designed to reward executives for the achievement of sustainable growth in stockholder value. Non-Vested Stock was granted during fiscal 2024 pursuant to the 2023 Employee Restricted Stock Plan, which was previously approved by stockholders. The Company believes that an appropriate balance of compensation program elements and compensation policies and practices are important to ensure that both shareholder and executive interests remain tightly aligned. The following chart outlines the types of practices utilized by the Company as well as practices that are not a part of the Company's compensation approach. A number of compensation practices have been historically utilized by the Company while some new policies (such as a Clawback Policy and a Stock Ownership Policy) were adopted in fiscal 2023 and fiscal 2024, respectively, to ensure continuing alignment.

  5. Summary of Executive Compensation Policies and Practices

    | What Buckle Does | What Buckle Doesn't Do | | ✓Pay for performance | ✘No employment contracts | | ✓Periodically utilize external benchmarks and data to establish market-based compensation | ✘No significant additional perks to executive officers | | ✓Mitigate undue risk in compensation | ✘No individual change in control or severance compensation arrangements | | ✓Stock ownership requirements for executives | ✘No stock options | | ✓Minimum vesting periods for stock awards | | | ✓Consider current compensation practices and structure to make decisions to maintain market alignment | | | ✓Prohibit hedging and short sales of stock | | | ✓Provide for clawback of incentive-based compensation | |

  6. Summary of Executive Compensation Policies and Practices

    | Name | Maximum Value of Accelerated Vesting of Stock Options ($) | Maximum Value of Accelerated Vesting of Non-Vested Shares ($) | Total ($) | | Dennis H. Nelson | — | 10,759,860 | 10,759,860 | | Thomas B. Heacock | — | 1,641,593 | 1,641,593 | | Kari G. Smith | — | 1,764,427 | 1,764,427 | | Brett P. Milkie | — | 1,641,593 | 1,641,593 | | Michelle M. Hoffman | — | 1,247,382 | 1,247,382 |

  7. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  8. SUMMARY COMPENSATION TABLE

    | Name and | | Salary | Bonus | Stock Awards | Option Awards | Non-Equity Incentive Plan Compensation | Change in Pension Value and Non- qualified Deferred Compensation Earnings | All Other Compensation | Total | | Principal Position | Year | ($) | ($) | ($) (1) | ($) | ($) | ($) | ($) (2) | ($) | | Dennis H. Nelson | 2024 | 1,275,000 | 2,775,000 | 4,557,600 | — | — | — | 210,353 | 8,817,953 | | President | 2023 | 1,200,000 | 3,103,131 | 5,202,000 | — | — | — | 320,268 | 9,825,399 | | and CEO | 2022 | 1,175,000 | 5,131,647 | 4,382,400 | — | — | — | 308,593 | 10,997,640 | | Thomas B. Heacock | 2024 | 595,000 | 656,250 | 698,832 | — | — | — | 84,747 | 2,034,829 | | Senior Vice President | 2023 | 555,000 | 733,849 | 797,640 | — | — | — | 95,159 | 2,181,648 | | of Finance and CFO | 2022 | 520,000 | 1,213,565 | 671,968 | — | — | — | 95,553 | 2,501,086 | | Kari G. Smith | 2024 | 660,000 | 712,500 | 752,004 | — | — | — | 49,471 | 2,173,975 | | Executive Vice President | 2023 | 627,000 | 796,750 | 858,330 | — | — | — | 62,180 | 2,344,260 | | of Stores | 2022 | 590,000 | 1,317,585 | 723,096 | — | — | — | 66,364 | 2,697,045 | | Brett P. Milkie | 2024 | 640,000 | 656,250 | 698,832 | — | — | — | 47,317 | 2,042,399 | | Senior Vice President | 2023 | 595,000 | 733,849 | 797,640 | — | — | — | 58,636 | 2,185,125 | | of Leasing | 2022 | 560,000 | 1,213,565 | 671,968 | — | — | — | 62,303 | 2,507,836 | | Michelle M. Hoffman | 2024 | 472,000 | 543,750 | 531,720 | — | — | — | 39,463 | 1,586,933 | | Senior Vice President | | | | | | | | | | | of Sales | | | | | | | | | |

  9. SUMMARY COMPENSATION TABLE

    (1)Reflects the grant date fair value of performance based shares for which the performance objectives were achieved, plus the grant date fair value of non-performance based shares. Such value is computed in accordance with FASB ASC 718, Compensation-Stock Compensation, see Note J in the Notes to Financial Statements included in the Company’s Annual Report on Form 10-K filed with the SEC on April 2, 2025. For fiscal 2024, the Company achieved the three primary performance goals, resulting in the eligibility for vesting of 100% of the shares of performance based Non-Vested Stock granted for fiscal 2024. For the non-performance based Non-Vested Stock, all shares are eligible for vesting. (2)Fiscal 2024 amounts include the Company's matching contribution into the 401(k) profit sharing plan for the plan year ended December 31, 2024, net of match forfeitures resulting from Actual Contribution Percentage testing. The Company matched 50% of the employees' deferrals not exceeding 6% of gross earnings and subject to dollar limits per Internal Revenue Code regulations. These amounts also include the Company’s matching contribution into The Buckle, Inc. Non-Qualified Deferred Compensation Plan, covering the Company's officers, including the Named Executive Officers, for the plan year ended December 31, 2024. The Company matched 45% of each Named Executive Officer’s deferrals, except for the President and Chief Executive Officer whose match was 60% of deferrals, not exceeding 6% of gross earnings. For fiscal 2024, Other Compensation for Dennis H. Nelson and Thomas B. Heacock includes $42,683 and $38,629, respectively, of value added to earnings for personal usage of the Company’s airplanes.

  10. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS The following table sets forth, as to the Company's Named Executive Officers, information concerning Non-Vested Stock granted during the fiscal year ended February 1, 2025:

  11. GRANTS OF PLAN-BASED AWARDS

    | | | Estimated Future Payments Under Non-Equity Incentive Plan Awards | | | Estimated Future Payments Under Equity Incentive Plan Awards | | | All Other Stock Awards; Number of Shares of Stock or | All Other Option Awards; Number of Securities Underlying | Exercise or Base Price of Option | | | Grant | Threshold | Target | Maximum | Threshold | Target | Maximum | Units | Options | Awards | | Name | Date | ($) | ($) | ($) | ($) | ($) | ($) | (#) | (#) | ($/SH) | | Dennis H. Nelson | 2/4/2024 | — | — | — | — | — | — | 120,000 | — | N/A | | Thomas B. Heacock | 2/4/2024 | — | — | — | — | — | — | 18,400 | — | N/A | | Kari G. Smith | 2/4/2024 | — | — | — | — | — | — | 19,800 | — | N/A | | Brett P. Milkie | 2/4/2024 | — | — | — | — | — | — | 18,400 | — | N/A | | Michelle M. Hoffman | 2/4/2024 | — | — | — | — | — | — | 14,000 | — | N/A |

  12. GRANTS OF PLAN-BASED AWARDS

    For fiscal 2024, the Company achieved the three primary performance goals, resulting in the eligibility for vesting for 100% of the shares of performance based Non-Vested Stock granted for fiscal 2024, according to the terms of the 2023 Employee Restricted Stock Plan. Additionally, all grants of non-performance based Non-Vested Stock are eligible for vesting, according to the terms of the 2023 Employee Restricted Stock Plan.

  13. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table sets forth outstanding stock option awards classified as exercisable or unexercisable for each of the Company’s Named Executive Officers as of February 1, 2025, and the number of shares of Non-Vested Stock that have not vested as of February 1, 2025, and the market value of those shares as of that date:

  14. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards; Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards; Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards; Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($) | | Dennis H. Nelson | — | — | — | N/A | N/A | 226,000 | 10,759,860 | — | — | | Thomas B. Heacock | — | — | — | N/A | N/A | 34,480 | 1,641,593 | — | — | | Kari G. Smith | — | — | — | N/A | N/A | 37,060 | 1,764,427 | — | — | | Brett P. Milkie | — | — | — | N/A | N/A | 34,480 | 1,641,593 | — | — | | Michelle M. Hoffman | — | — | — | N/A | N/A | 26,200 | 1,247,382 | — | — |

  15. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    There have been no stock options granted to executive officers since fiscal 2004, and, as of February 1, 2025, all stock options granted to the Named Executive Officers were vested and fully exercised, resulting in no reported exercisable or unexercisable options in the above table. The shares of performance based Non-Vested Stock vest over a four year period with 20% vesting upon certification of achievement of performance objectives and 20% vesting at the end of the next fiscal year thereafter, followed by 30% vesting at each of the next two fiscal year-ends. For fiscal 2024, the Company achieved the three primary performance objectives, resulting in the eligibility for vesting for 100% of the shares of performance based Non-Vested Stock granted for fiscal 2024, according to the terms of the 2023 Employee Restricted Stock Plan. The shares of non-performance based Non-Vested Stock vest over a four year period with 20% vesting on the last day of the fiscal year for which the shares are granted and 20% vesting at the following fiscal year-end, followed by 30% vesting at each of the next two fiscal year-ends, according to the terms of the 2023 Employee Restricted Stock Plan.

  16. OPTION EXERCISES AND STOCK VESTED

    OPTION EXERCISES AND STOCK VESTED The following table sets forth stock options exercised and Non-Vested Stock acquired on vesting, for each of the Company’s Named Executive Officers, during the fiscal year ended February 1, 2025, and the value realized upon exercise and vesting of the options and shares, respectively:

  17. OPTION EXERCISES AND STOCK VESTED

    | | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting | Value Realized on Vesting | | Name | (#) | ($) | (#) | ($) | | Dennis H. Nelson | — | — | 120,000 | 5,502,880 | | Thomas B. Heacock | — | — | 18,400 | 845,432 | | Kari G. Smith | — | — | 19,800 | 910,174 | | Brett P. Milkie | — | — | 18,400 | 845,432 | | Michelle M. Hoffman | — | — | 14,000 | 643,596 |

  18. NON-QUALIFIED DEFERRED COMPENSATION

    NON-QUALIFIED DEFERRED COMPENSATION The following table sets forth earnings, distributions, and balances for each of the Named Executive Officers under the Company’s Non-Qualified Deferred Compensation Plan for the fiscal year ended February 1, 2025:

  19. NON-QUALIFIED DEFERRED COMPENSATION

    | | Executive Contributions Last FY | Registrant Contributions Last FY | Aggregate Earnings in Last FY | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last FYE | | Name | ($) (1) | ($) (1) (2) | ($) (3) | ($) | ($) | | Dennis H. Nelson | 262,545 | 157,319 | 399,264 | — | 9,090,706 | | Thomas B. Heacock | 79,669 | 35,768 | 216,825 | — | 1,379,587 | | Kari G. Smith | 87,089 | 39,121 | 594,717 | — | 4,151,626 | | Brett P. Milkie | 164,714 | 36,967 | 587,527 | — | 5,805,877 | | Michelle M. Hoffman | 129,615 | 29,113 | 129,889 | — | 1,269,071 |

  20. NON-QUALIFIED DEFERRED COMPENSATION

    (1)Amounts have been reported as compensation in the Summary Compensation Table set forth in this proxy statement. (2)Consists of amounts earned for the plan year ended December 31, 2024, but not credited to the respective Named Executive Officer's account until paid in fiscal 2025. (3)Amounts not included in the Summary Compensation Table, as they do not represent above-market or preferential earnings on compensation.

  21. CEO PAY RATIO

    CEO PAY RATIO The Company is required to disclose the ratio of the total annual compensation of the Company’s President and Chief Executive Officer to the total annual compensation of the Company’s “median employee." The Company identified its “median employee” using fiscal 2024 earnings for all teammates, excluding the President and Chief Executive Officer, who were employed by the Company as of December 31, 2024. After identifying the “median employee” based on fiscal 2024 earnings, the Company calculated the total annual compensation for that “median employee” using the same methodology that was applied for the Company’s Named Executive Officers, as set forth in the Summary Compensation Table above. The Company’s total number of teammates varies seasonally, with the majority being part-time teammates and more than 90% working in the Company’s retail stores. The Company’s “median employee” works for the Company in a retail store on a part-time basis. The total annual compensation for fiscal 2024 for the President and Chief Executive Officer was $8,817,953, and for the Company’s “median employee” was $7,838. The resulting ratio of the Company’s President and Chief Executive Officer’s pay to the pay of the Company’s “median employee” for fiscal 2024 is 1,124.96 to 1.0.

  22. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE Pay Versus Performance Table As required by Item 402(v) of Regulation S-K, the Company is providing the following information about the relationship between executive "Compensation Actually Paid" ("CAP"), as defined by SEC rules, and certain financial performance measures of the Company. For further information about how the Company seeks to align executive compensation with the Company’s performance, see “Compensation Discussion and Analysis” above. The amounts in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by our Principal Executive Officer ("PEO") and our other Named Executive Officers ("Non-PEO NEOs"), including with respect to Non-Vested Stock. In determining the CAP to our PEO and our Non-PEO NEOs, various adjustments to the total compensation amounts that have been reported in the Summary Compensation Table ("SCT") are needed because the SEC’s valuation methods for this section differ from those required in the SCT. Details regarding the adjustment amounts that were deducted from, and added to, the SCT totals to arrive at the values presented for CAP, are provided in the footnotes to the table. Compensation for the Non-PEO NEOs is reported as an average.

  23. PAY VERSUS PERFORMANCE

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Fiscal Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs | Total Shareholder Return | Peer Group Total Shareholder Return | Net Income (in thousands) | Pre-Bonus Net Income (in thousands) | | (1) | ($) | ($) (2) | ($) | ($) (3) | ($) (4) | ($) (4) (5) | ($) | ($) (6) | | 2024 | 8,817,953 | 13,203,213 | 1,959,534 | 2,604,520 | 330 | 203 | 195,468 | 285,264 | | 2023 | 9,825,399 | 9,186,319 | 2,155,931 | 2,060,804 | 242 | 176 | 219,919 | 318,607 | | 2022 | 10,997,640 | 14,683,800 | 2,480,327 | 3,030,439 | 250 | 168 | 254,626 | 384,410 | | 2021 | 11,994,209 | 12,689,404 | 2,738,951 | 2,851,334 | 191 | 189 | 254,820 | 393,625 | | 2020 | 5,655,228 | 8,064,518 | 1,403,904 | 1,806,625 | 176 | 207 | 130,139 | 196,525 |

  24. PAY VERSUS PERFORMANCE

    (1) During 2024, Dennis H. Nelson was the Company's President and CEO (PEO), and the remaining Non-PEO NEOs were Thomas B. Heacock, Kari G. Smith, Brett P. Milkie, and Michelle M. Hoffman. During 2023 and 2022, Dennis H. Nelson was the Company’s President and CEO (PEO), and the remaining Non-PEO NEOs were Thomas B. Heacock, Kari G. Smith, Brett P. Milkie, and Kelli D. Molczyk. During 2021 and 2020, Dennis H. Nelson was the Company’s President and CEO (PEO), and the remaining Non-PEO NEOs were Thomas B. Heacock, Kari G. Smith, Brett P. Milkie, and Robert M. Carlberg. (2) In accordance with the requirements of Item 402(v), the adjustments in the table below were made to our PEO's total compensation for each year to determine the compensation actually paid:

  25. PAY VERSUS PERFORMANCE

    | | PEO | | | | | | | Fiscal 2024 | Fiscal 2023 | Fiscal 2022 | Fiscal 2021 | Fiscal 2020 | | | ($) | ($) | ($) | ($) | ($) | | Total Compensation as reported in the Summary Compensation Table | 8,817,953 | 9,825,399 | 10,997,640 | 11,994,209 | 5,655,228 | | (Deduct): Fair value of equity compensation granted during the covered fiscal year as reported in the Summary Compensation Table | (4,557,600) | (5,202,000) | (4,382,400) | (4,718,400) | (2,929,200) | | Add: Fair value at year end of equity compensation granted in the covered fiscal year that was outstanding and unvested at the covered fiscal year end | 5,617,980 | 4,481,640 | 5,115,300 | 4,309,360 | 4,639,760 | | Add or (Deduct): The change in fair value of any awards granted in prior years that were outstanding and unvested as of the end of the covered fiscal year | 1,040,040 | (579,960) | 737,640 | (256,200) | 872,235 | | Add: Fair value as of the vesting date of awards granted and vested during the covered fiscal year | 95,220 | 75,960 | 86,700 | 73,040 | 78,640 | | Add or (Deduct): For awards granted in prior years for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year, the change in the fair value from the end of the prior fiscal year to the vesting date | 926,020 | (694,820) | 560,145 | (148,460) | 654,505 | | Deduct: For awards granted in prior years that failed to meet the applicable vesting conditions during the covered fiscal year (i.e., were forfeited), the amount equal to the fair value at the end of the prior fiscal year | — | — | — | — | (1,342,550) | | Add: Dollar value of any dividends or other earnings paid during the covered fiscal year prior to the vesting date that are not otherwise included in total compensation for the covered fiscal year | 1,263,600 | 1,280,100 | 1,568,775 | 1,435,855 | 435,900 | | Compensation Actually Paid to PEO | 13,203,213 | 9,186,319 | 14,683,800 | 12,689,404 | 8,064,518 |

  26. PAY VERSUS PERFORMANCE

    (3) In accordance with the requirements of Item 402(v), the adjustments in the table below were made to the Non-PEO NEOs’ total compensation for each year to determine the compensation actually paid:

  27. PAY VERSUS PERFORMANCE

    | | Non-PEO Named Executive Officer Averages | | | | | | | Fiscal 2024 | Fiscal 2023 | Fiscal 2022 | Fiscal 2021 | Fiscal 2020 | | | ($) | ($) | ($) | ($) | ($) | | Total Compensation as reported in the Summary Compensation Table | 1,959,534 | 2,155,931 | 2,480,327 | 2,738,951 | 1,403,904 | | (Deduct): Fair value of equity compensation granted during the covered fiscal year as reported in the Summary Compensation Table | (670,347) | (786,803) | (662,838) | (737,250) | (457,688) | | Add: Fair value at year end of equity compensation granted in the covered fiscal year that was outstanding and unvested at the covered fiscal year end | 817,464 | 671,107 | 765,994 | 666,490 | 717,590 | | Add or (Deduct): The change in fair value of any awards granted in prior years that were outstanding and unvested as of the end of the covered fiscal year | 152,973 | (87,719) | 110,544 | (40,005) | 135,867 | | Add: Fair value as of the vesting date of awards granted and vested during the covered fiscal year | 22,853 | 18,230 | 20,808 | 18,260 | 19,660 | | Add or (Deduct): For awards granted in prior years for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year, the change in the fair value from the end of the prior fiscal year to the vesting date | 136,189 | (102,839) | 82,675 | (23,383) | 104,998 | | Deduct: For awards granted in prior years that failed to meet the applicable vesting conditions during the covered fiscal year (i.e., were forfeited), the amount equal to the fair value at the end of the prior fiscal year | — | — | — | — | (186,126) | | Add: Dollar value of any dividends or other earnings paid during the covered fiscal year prior to the vesting date that are not otherwise included in total compensation for the covered fiscal year | 185,854 | 192,897 | 232,929 | 228,271 | 68,420 | | Compensation Actually Paid to Non-PEO NEOs | 2,604,520 | 2,060,804 | 3,030,439 | 2,851,334 | 1,806,625 |

  28. PAY VERSUS PERFORMANCE

    (4) Cumulative total shareholder return (“TSR”) is calculated assuming a fixed investment of $100, including the reinvestment of dividends (as applicable), measured from the market close on January 31, 2020 (the last trading day prior to fiscal 2020) through and including the end of the fiscal year for each year reported in the table. (5) The peer group used for this purpose is the following published industry index: S&P Retail Select Industry Index. (6) The Company-selected measure is Pre-Bonus Net Income, which is a non-GAAP financial metric. Pre-Bonus Net Income is defined as the Company’s Net Income from Operations after the deduction of all expenses, excluding: (i) administrative and store manager percentage bonuses; (ii) book accruals for all Non-Vested Stock compensation expense; and (iii) income taxes. In addition, Pre-Bonus Net Income excludes the full effect of any unusual, non-recurring or infrequent item of expense, including, but not limited to, an impairment charge, a restructuring charge, a change to GAAP, a regulatory change, a fine, a judgment, or related litigation costs, if any such unusual, non-recurring, and infrequent item exceeds $1 million. Financial Performance Measures The financial measures used by the Company to link Compensation Actually Paid (as defined by SEC rules) to the Company’s Named Executive Officers for the most recently completed fiscal year to the Company’s performance are: •Pre-Bonus Net Income; •Increase in Pre-Bonus Net Income; and •Adjusted Net Income from Operations as a Percentage of Net Sales. The following graphs depict the relationship between CAP for the Company’s PEO, and the average CAP for the Company’s Non-PEO NEOs, as calculated and presented above; and the Company’s TSR, Net Income, and Pre-Bonus Net Income. The last graph depicts the relationship between the Company's TSR and the TSR of the Peer Group. Relationship Between Compensation Actually Paid and Cumulative Company TSR Relationship Between Compensation Actually Paid and Company Net Income Relationship Between Compensation Actually Paid and Pre-Bonus Net Income Relationship Between five year cumulative TSR and five year cumulative TSR of Peer Group