DEF 14A of Winmark Corp, Mar 5, 2025

DEF 14A of Winmark Corp

Filed Mar 5, 2025 · FY20240000908315-25-000015

Open on EDGAR
  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  2. (Proposals #1 and #2)

    (Proposals #1 and #2) At the meeting, the Board of Directors is to be elected to hold office until the 2026 Annual Meeting or until successors are elected and are qualified to serve. Our Bylaws provide that the number of directors on our Board shall be fixed by the shareholders, subject to increase by the Board of Directors in an interim period between shareholder votes. The Nominating Committee recommended to the Board of Directors that the shareholders set the number of directors at seven. The Nominating Committee also recommended to the Board of Directors that the shareholders re-elect the nominees named below. Shares represented by executed proxies will be voted, if authority to do so is not withheld, to set the number of directors at seven and for the election of the nominees named below, unless one or more of such nominees should become unavailable for election, in which event such shares shall be voted for the election of such substitute nominees as the Board of Directors may propose. Each person nominated has agreed to serve if elected, and we know of no reason why any of the listed nominees would be unavailable to serve. Information Concerning Nominees: Brett D. Heffes, age 57, has been Chair of our board of directors since March 1, 2020 and has been a member of our Board of Directors and has served as our Chief Executive Officer since February 2016. Mr. Heffes served as President of Winmark Corporation from February 2011 to February 2016. From November 2002 to February 2011, Mr. Heffes served in a number of positions for Winmark including President of Finance and Administration, Chief Financial Officer and Treasurer. In his current capacity as Chair and Chief Executive Officer, Mr. Heffes provides our board with valuable insight regarding Winmark’s operations. Additionally, he brings experience in executive management, financial management, capital markets and corporate governance matters related to his prior service on other public company boards of directors. Lawrence A. Barbetta, age 62, has been a member of our board of directors since April 2012. He currently serves as Chairman of the Board and Chief Executive Officer of eLab Analytics, a provider of cloud computing based industry-specific business intelligence applications. From 2001 to 2006 Mr. Barbetta was with Siebel Systems, most recently as Senior Vice President and General Manager. He joined Siebel Systems with the acquisition of nQuire Software, a company founded by Mr. Barbetta and where he served as Chief Executive Officer and President from 1997 to 2001. Through his entrepreneurial experiences, and as a senior executive team member with large public software companies, Mr. Barbetta brings to our board expertise managing high-growth businesses and an extensive understanding of the rapidly changing technological landscape. Amy C. Becker, age 60, was appointed to our board of directors in November 2022. She currently serves as the Chief Legal Officer and Corporate Secretary at Donaldson Company, Inc., a global leader in technology-led filtration products and solutions. She also served as Donaldson’s Vice President, General Counsel and Secretary from August 2014 to November 2022 and Assistant General Counsel from January 1998 to August 2014. Ms. Becker brings to our board extensive experience with public company governance, legal strategy and executive management. Jenele C. Grassle, age 65, has been a member of our board of directors since January 2001. She currently serves as Associate Director, Alumni Career Services at St. Olaf College. She served as Vice President, Merchandising for Bluestem Brands, Inc. from June 2012 until March 2017. Ms. Grassle served as Vice President, Merchandising for Aimia, formerly Carlson Marketing, from May 2008 to December 2011. Ms. Grassle served as the Vice President/General Merchandise Manager at Value Vision Media, Inc. from July 2007 to April 2008, as Vice President, Jewelry from July 2006 to July 2007 and as Divisional Merchandise Manager, Ready-to-Wear, Accessories and Cosmetics from February 2005 to July 2006. Ms. Grassle’s background as an executive officer and her expertise in retail management including merchandising, operations and marketing provides expertise as well as leadership skills to our board. Philip I. Smith, age 57, was appointed to of our board of directors in March 2023. He currently serves as Executive Chairman of Intricon Corporation and as an Operating Partner of Altaris, LLC, a New York based investment firm focused on the healthcare industry. Prior to joining Altaris, he was a Managing Director with Kroll (formerly Duff & Phelps), an investment banking firm, from April 2017 to June 2022. Mr. Smith has also served as an executive officer for a number of medical technology companies. In addition, Mr. Smith currently serves on the board of directors of Trean Insurance Group Inc. Mr. Smith brings experience in financial and executive management, corporate governance and capital markets to our board. Gina D. Sprenger, age 63, was appointed to our board of directors in January 2021. She served as Chief Strategic Retail Officer for Fanatics, Inc. from January 2020 until her retirement in September 2022, and as Senior Vice President/General Merchandise Manager from September 2016 to January 2020. She served as Executive Vice President, Merchandising for Bluestem Brands, Inc. from May 2011 to July 2016. Prior to that, Ms. Sprenger served in multiple roles over 25 years at Target, most recently as Senior Vice President Merchandising. Ms. Sprenger’s extensive experience in merchandising, retail management and ecommerce provides valuable expertise to our board. Percy C. (Tom) Tomlinson, Jr., age 62, was appointed to our board of directors in December 2021 and serves as Lead Director. He currently serves as an Operating Partner with Blue Wolf Capital Partners, a New York based middle market focused Private Equity Investor, and serves as an advisor to several Private Equity backed portfolio companies. He served as Chief Executive Officer and Board Member of Alliance HealthCare Services, a leading national provider of outsourced healthcare services, from October 2013 to August 2018. In addition, Mr. Tomlinson is Executive Chairman of the Board of Civco Radiotheraphy and serves on the Board of Directors of United Skin Specialists. Mr. Tomlinson brings to our board extensive experience in executive and financial management, capital markets and corporate governance in both public and private companies. The Board of Directors recommends that the shareholders vote FOR Proposal #1 to set the number of members of the Board of Directors at seven. The Board of Directors recommends that the shareholders vote FOR each of the seven nominees set forth in Proposal #2 to serve for a one year term.

  3. Summary of Compensation Components

    | ● | Annual Bonus Opportunity |

  4. Summary of Compensation Components

    | ● | Long Term, Equity-Based Compensation |

  5. Company Peer Group

    Company Peer Group As noted above, for benchmarking NEO compensation, a “peer group” of companies is used that is comprised of (i) consumer-oriented public companies in Minnesota; (ii) public “resale” companies; (iii) publicly held specialty retailers of selected teen, women’s and children’s apparel, and sporting goods retailers; and (iv) selected public company franchisors. This group, composed with input from certain institutional shareholders, has been used for the past five years for benchmarking. For 2024, this group consisted of the following:

  6. Company Peer Group

    | Regis Corporation | The RealReal, Inc. | Big 5 Sporting Goods Corporation | Dine Brands Global, Inc. | | Sleep Number Corporation | Savers Value Village, Inc. | The Children’s Place, Inc. | European Wax Center, Inc. | | | ThredUp, Inc. | Urban Outfitters, Inc. | |

  7. Summary Compensation Table

    Summary Compensation Table The table below summarizes the total compensation paid or earned by each of the Named Executive Officers (“NEOs”) for the fiscal years ended December 28, 2024, December 30, 2023 and December 31, 2022.

  8. Summary Compensation Table

    | | | | | | All Other | | | | | | | Option Awards | Compensation | | | Name and Principal Position | Year | Salary ($) | Bonus ($) | ($)(1) | ($)(2) | Total ($) | | Brett D. Heffes | 2024 | 675,000 | 470,000 | 674,282 | 12,861 | 1,832,143 | | Chief Executive Officer | 2023 | 645,000 | 640,000 | 321,278 | 12,361 | 1,618,639 | | and Chair of the Board of Directors | 2022 | 625,000 | 610,000 | 591,845 | 11,820 | 1,838,665 | | Anthony D. Ishaug | 2024 | 427,500 | 280,000 | 425,873 | 12,861 | 1,146,234 | | Chief Financial Officer and Treasurer | 2023 | 407,500 | 402,500 | 202,748 | 12,361 | 1,025,109 | | | 2022 | 395,000 | 385,000 | 381,615 | 11,820 | 1,173,435 | | Renae M. Gaudette | 2024 | 327,500 | 225,000 | 327,260 | 12,861 | 892,621 | | Chief Operating Officer (3) | 2023 | 312,500 | 307,500 | 155,960 | 12,361 | 788,321 | | | 2022 | 300,000 | 290,000 | 272,202 | 11,820 | 874,022 |

  9. Summary Compensation Table

    | (1) The amounts included under the Option Awards column reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for awards granted in fiscal 2024, 2023 and 2022 under the 2020 Stock Option Plan. A discussion of the assumptions made in the valuation of our stock options is located in footnote 6 “Shareholders’ Equity (Deficit)” in the Annual Report on Form 10-K, and is incorporated herein by reference. |

  10. Summary Compensation Table

    | (2) All Other Compensation paid by Winmark is comprised of 401(k) matching contributions, an optional annual contribution to each employee’s retirement account, and life insurance premium payments. NEOs receive the same 401(k) matching benefits and the same optional annual contribution to employee retirement accounts as all active and eligible employees. The maximum life insurance payout for executive officers ($250,000), including NEOs, is higher than the maximum payout for salaried exempt and non-exempt employees ($200,000). |

  11. 2024 Grants of Plan-Based Awards

    2024 Grants of Plan-Based Awards All stock options granted to each of the NEOs during 2024 were made under the Company’s 2020 Stock Option Plan. The stock options vest in equal installments on the first, second, third and fourth anniversaries of the grant date and expire ten years from the date of grant. The table below summarizes grants of equity awards to each of the NEOs for the fiscal year ended December 28, 2024.

  12. 2024 Grants of Plan-Based Awards

    | | | All Other Option | | | | | | Awards: Number | | Grant Date Fair | | | | of Securities | Exercise or Base | Value of Stock | | | | Underlying | Price of Option | and Option | | Name | Grant Date | Options (#) | Awards ($/Sh) | Awards ($) | | Brett D. Heffes | 6/1/2024 | 3,580 | 355.90 | 336,090 | | | 12/9/2024 | 3,260 | 400.97 | 338,192 | | Anthony D. Ishaug | 6/1/2024 | 2,260 | 355.90 | 212,169 | | | 12/9/2024 | 2,060 | 400.97 | 213,704 | | Renae M. Gaudette | 6/1/2024 | 1,740 | 355.90 | 163,351 | | | 12/9/2024 | 1,580 | 400.97 | 163,909 |

  13. Outstanding Equity Awards at Fiscal Year-End 2024

    Outstanding Equity Awards at Fiscal Year-End 2024 The table below summarizes option awards outstanding for each of the NEOs as of the end of fiscal 2024. Option Awards

  14. Outstanding Equity Awards at Fiscal Year-End 2024

    | | Number of Securities | Number of Securities Underlying | | | | | Underlying Unexercised Options | Unexercised Options (#) | Option Exercise | Option Expiration | | Name | (#) Exercisable(1) | Unexercisable | Price ($) | Date | | Brett D. Heffes | 3,394 | — | 164.84 | 06/01/2029 | | | 4,000 | — | 176.20 | 12/16/2029 | | | 3,305 | — | 143.87 | 06/01/2030 | | | 4,000 | — | 183.87 | 12/14/2030 | | | 3,000 | 1,000 | 195.82 | 06/01/2031 | | | 8,325 | 2,775 | 261.32 | 12/13/2031 | | | 4,680 | 4,680 | 197.80 | 06/01/2032 | | | 2,870 | 2,870 | 238.60 | 12/12/2032 | | | 1,030 | 3,090 | 325.99 | 06/01/2033 | | | — | 3,580 | 355.90 | 06/01/2034 | | | — | 3,260 | 400.97 | 12/09/2034 | | Anthony D. Ishaug | 3,313 | — | 91.93 | 06/01/2025 | | | 6,800 | — | 90.99 | 12/14/2025 | | | 5,783 | — | 98.25 | 06/01/2026 | | | 6,800 | — | 125.50 | 12/12/2026 | | | 4,184 | — | 122.50 | 06/01/2027 | | | 5,000 | — | 134.25 | 12/11/2027 | | | 4,302 | — | 143.20 | 06/01/2028 | | | 5,000 | — | 156.00 | 12/11/2028 | | | 3,394 | — | 164.84 | 06/01/2029 | | | 4,000 | — | 176.20 | 12/16/2029 | | | 3,305 | — | 143.87 | 06/01/2030 | | | 4,000 | — | 183.87 | 12/14/2030 | | | 3,000 | 1,000 | 195.82 | 06/01/2031 | | | 4,275 | 1,425 | 261.32 | 12/13/2031 | | | 2,960 | 2,960 | 197.80 | 06/01/2032 | | | 1,890 | 1,890 | 238.60 | 12/12/2032 | | | 650 | 1,950 | 325.99 | 06/01/2033 | | | — | 2,260 | 355.90 | 06/01/2034 | | | — | 2,060 | 400.97 | 12/09/2034 | | Renae M. Gaudette | 2,500 | — | 91.93 | 06/01/2025 | | | 2,500 | — | 90.99 | 12/14/2025 | | | 2,500 | — | 98.25 | 06/01/2026 | | | 2,500 | — | 125.50 | 12/12/2026 | | | 2,500 | — | 122.50 | 06/01/2027 | | | 2,500 | — | 134.25 | 12/11/2027 | | | 3,000 | — | 143.20 | 06/01/2028 | | | 3,000 | — | 156.00 | 12/11/2028 | | | 3,000 | — | 164.84 | 06/01/2029 | | | 3,000 | — | 176.20 | 12/16/2029 | | | 3,500 | — | 143.87 | 06/01/2030 | | | 3,500 | — | 183.87 | 12/14/2030 | | | 2,625 | 875 | 195.82 | 06/01/2031 | | | 2,625 | 875 | 261.32 | 12/13/2031 | | | 2,240 | 2,240 | 197.80 | 06/01/2032 | | | 1,260 | 1,260 | 238.60 | 12/12/2032 | | | 500 | 1,500 | 325.99 | 06/01/2033 | | | — | 1,740 | 355.90 | 06/01/2034 | | | — | 1,580 | 400.97 | 12/09/2034 |

  15. Outstanding Equity Awards at Fiscal Year-End 2024

    | (1) All of the above-listed option awards were granted pursuant to the 2010 Stock Option Plan and the 2020 Stock Option Plan. Unless otherwise indicated, the option awards vest 25% per year for four years, beginning on the first anniversary of the option grant. Each option award was granted on the date 10 years prior to the expiration date, and expires on the indicated date, or earlier in the case of an employee’s termination, disability or death. |

  16. 2024 Option Exercises and Stock Vested

    2024 Option Exercises and Stock Vested The table below summarizes stock option exercises for each of the NEOs during the fiscal year ended December 28, 2024.

  17. 2024 Option Exercises and Stock Vested

    | | Option Awards | | | | Number of Shares | Value Realized | | Name | Acquired on Exercise (#) | on Exercise ($)(1) | | Brett D. Heffes | 19,787 | 4,816,879 | | Anthony D. Ishaug | 13,587 | 4,080,850 | | Renae M. Gaudette | 3,000 | 895,110 |

  18. 2024 Option Exercises and Stock Vested

    | (1) Computed by determining the difference between the market price of our Common Stock at exercise and the option exercise price, before withholding tax liabilities |

  19. Potential Payments Upon Termination or Change-in-Control

    Potential Payments Upon Termination or Change-in-Control We have not entered into contracts or agreements with the NEOs, individually or as a group, guaranteeing payments to them upon any termination or a change of control of Winmark. However, our 2020 Stock Option Plan (“2020 Plan”), which provides option awards to our NEOs, provides that optionees are eligible for certain benefits when a “Transaction” occurs, as defined therein. A “Transaction” includes the acquisition of the Company through the sale of substantially all of our assets or through a merger, consolidation, exchange, reorganization, reclassification, extraordinary dividend, divestiture or liquidation. Generally speaking, all of the outstanding and unvested stock options granted under the 2020 Plan become immediately exercisable upon the occurrence of a Transaction unless the Board selects to either: (a) terminate the 2020 Plan and cancel outstanding options not exercised prior to a reasonable exercise period; (b) pay optionees, either in cash or shares of the surviving corporation’s stock, the difference between the fair market value of the stock price and the stock option exercise price; or (c) continue the 2020 Plan and allow optionees the right to exercise their respective options for an equivalent number of shares of stock of the succeeding corporation. As of December 28, 2024, the NEOs had the following outstanding and unvested options to purchase shares of our Common Stock that could accelerate upon a change in control:

  20. Potential Payments Upon Termination or Change-in-Control

    | | | | | Value Realized | | | Unexercisable | Option Exercise | Stock Price | Upon Acceleration | | Name | Option Shares (#) | Price ($) | December 28, 2024 | ($)(1) | | Brett D. Heffes | 1,000 | 195.82 | 396.20 | 200,380 | | | 2,775 | 261.32 | | 374,292 | | | 4,680 | 197.80 | | 928,512 | | | 2,870 | 238.60 | | 452,312 | | | 3,090 | 325.99 | | 216,949 | | | 3,580 | 355.90 | | 144,274 | | | 3,260 | 400.97 | | — | | Anthony D. Ishaug | 1,000 | 195.82 | 396.20 | 200,380 | | | 1,425 | 261.32 | | 192,204 | | | 2,960 | 197.80 | | 587,264 | | | 1,890 | 238.60 | | 297,864 | | | 1,950 | 325.99 | | 136,910 | | | 2,260 | 355.90 | | 91,078 | | | 2,060 | 400.97 | | — | | Renae M. Gaudette | 875 | 195.82 | 396.20 | 175,333 | | | 875 | 261.32 | | 118,020 | | | 2,240 | 197.80 | | 444,416 | | | 1,260 | 238.60 | | 198,576 | | | 1,500 | 325.99 | | 105,315 | | | 1,740 | 355.90 | | 70,122 | | | 1,580 | 400.97 | | — |

  21. Potential Payments Upon Termination or Change-in-Control

    | (1) Assuming that a change in control occurred at a stock price of $396.20 per share (the closing price of the Company’s stock as of December 28, 2024), before any withholding tax liabilities. |

  22. Pay Versus Performance

    Pay Versus Performance

  23. Pay Versus Performance

    | | | | Average | | Value of Initial Fixed $100 | | | | | | | | Summary | Average | Investment Based On | | | | | | Summary | | Compensation | Compensation | Company | Peer Group | | | | | Compensation | Compensation | Table Total | Actually Paid | Total | Total | Net | Royalty | | | Table Total | Actually Paid | for Non-PEO | to Non-PEO | Shareholder | Shareholder | Income | Revenues(6) | | Year | for PEO(1)($) | to PEO(1)(2)($) | NEOs(3) ($) | NEOs(3)(4)($) | Return ($) | Return(5)($) | ($) | ($) | | 2024 | 1,832,143 | 1,091,533 | 1,019,428 | 577,666 | 230 | 216 | 39,954,200 | 72,198,500 | | 2023 | 1,618,639 | 6,428,551 | 906,715 | 3,854,631 | 237 | 157 | 40,178,100 | 70,230,700 | | 2022 | 1,838,665 | 2,155,075 | 1,023,729 | 1,174,596 | 130 | 113 | 39,424,900 | 67,148,100 | | 2021 | 1,826,625 | 2,530,288 | 962,045 | 1,620,766 | 131 | 166 | 39,919,900 | 60,779,300 | | 2020 | 856,400 | 594,579 | 682,275 | 472,481 | 96 | 139 | 29,823,300 | 46,286,200 |

  24. Pay Versus Performance

    | (1) The PEO listed in the table for all years presented includes Brett D. Heffes, Chief Executive Officer. |

  25. Pay Versus Performance

    | (2) The dollar amounts reported in this column represent the amount of “Compensation Actually Paid” to Mr. Heffes as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Heffes during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Heffes’ total compensation for each year to determine the compensation actually paid: |

  26. Pay Versus Performance

    | Adjustments to Determine Compensation Actually Paid for PEO | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | 2020 ($) | | Subtraction for values reported in the Option Awards column of the Summary Compensation Table | (674,282) | (321,278) | (591,845) | (615,355) | (226,000) | | Addition of year-end fair value of Option Awards granted during the year that are outstanding and unvested as of the end of the year | 755,230 | 598,966 | 858,464 | 602,093 | 301,720 | | Addition (subtraction) for the change in the fair value at the end of the year from the prior year end for Option Awards granted in prior years that are outstanding and unvested as of the end of the year | (420,614) | 3,074,007 | 141,517 | 462,835 | (117,983) | | Addition (subtraction) for the change in the fair value at the vesting date from the prior year end for Option Awards granted in prior years that vested in the year | (400,944) | 1,458,217 | (91,726) | 254,090 | (219,558) |

  27. Pay Versus Performance

    | (3) The Non-PEO NEOs listed in the table for all years presented include Anthony D. Ishaug, Chief Financial Officer and Treasurer, and Renae M. Gaudette, Chief Operating Officer. |

  28. Pay Versus Performance

    | (4) The dollar amounts reported in this column represent the amount of “Compensation Actually Paid” to the Non PEO NEOs as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the Non-PEO NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the average of the Non-PEO NEOs total compensation for each year to determine the compensation actually paid: |

  29. Pay Versus Performance

    | Adjustments to Determine Compensation Actually Paid for Non-PEO NEOs | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | 2020 ($) | | Subtraction for values reported in the Option Awards column of the Summary Compensation Table | (376,567) | (179,354) | (326,909) | (325,775) | (211,875) | | Addition of year-end fair value of Option Awards granted during the year that are outstanding and unvested as of the end of the year | 421,790 | 334,374 | 475,051 | 366,876 | 282,863 | | Addition (subtraction) for the change in the fair value at the end of the year from the prior year end for Option Awards granted in prior years that are outstanding and unvested as of the end of the year | (227,421) | 1,837,904 | 94,204 | 410,244 | (96,591) | | Addition (subtraction) for the change in the fair value at the vesting date from the prior year end for Option Awards granted in prior years that vested in the year | (259,565) | 954,992 | (91,479) | 207,376 | (184,191) |

  30. Pay Versus Performance

    | (5) The peer group is the NASDAQ US Benchmark Retail TR industry index, of which Winmark is a component. |

  31. Pay Versus Performance

    | (6) Our company-selected measure, which is the measure we believe represents the most important financial performance measure not otherwise presented in the table above that is used to link compensation to company performance, is royalty revenues, a GAAP measure. |

  32. Graphical Representation of Compensation Actually Paid (CAP) and Performance

    Graphical Representation of Compensation Actually Paid (CAP) and Performance

  33. CEO Pay Ratio

    CEO Pay Ratio The annual total compensation for fiscal year 2024 for our CEO, as noted above in the Summary Compensation Table, was $1,832,143. The annual total compensation for fiscal year 2024 for our median employee was $86,989. The resulting ratio of our CEO’s pay to the pay of our median employee for fiscal year 2024 was 21.1 to 1. In determining the median employee, a listing was prepared of all employees as of December 28, 2024, the last day of our fiscal year, with their corresponding annual total compensation determined in the same manner as the Total Compensation shown for our CEO in the Summary Compensation Table above. For those employees that were not employed for the full fiscal year, their annual salary was used to compute their annual total compensation. The listing was then ranked from lowest to highest in annual total compensation, which excluding the CEO, totaled 88 employees. Since the number of employees excluding the CEO was an even number, the median employee was determined using the average of the total compensation of the two employees ranked 44th and 45th on the list.

  34. Director Compensation

    Director Compensation

  35. Fiscal Year 2024 Director Compensation

    Fiscal Year 2024 Director Compensation The following table sets out the fiscal 2024 compensation for each of our current nonemployee directors.

  36. Fiscal Year 2024 Director Compensation

    | | Fees Earned or | | | | Name | Paid in Cash ($) | Option Awards ($)(1)(2) | Total ($) | | Lawrence A. Barbetta | 54,500 | 59,286 | 113,786 | | Amy C. Becker | 48,500 | 59,286 | 107,786 | | Jenele C. Grassle | 48,500 | 59,286 | 107,786 | | Philip I. Smith | 54,500 | 59,286 | 113,786 | | Gina D. Sprenger | 48,500 | 59,286 | 107,786 | | Percy C. Tomlinson, Jr. | 59,500 | 59,286 | 118,786 |

  37. Fiscal Year 2024 Director Compensation

    | (1) Reflects the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for awards granted in fiscal 2024. A discussion of the assumptions made in the valuation of our stock options is located in footnote 6 “Shareholders’ Equity (Deficit)” in the Annual Report on Form 10-K, and is incorporated herein by reference. |

  38. Fiscal Year 2024 Director Compensation

    | (2) As of December 28, 2024, nonemployee directors hold options to purchase the following shares of our common stock pursuant to the Nonemployee Director Stock Option Plan: Mr. Barbetta, 7,271 shares; Ms. Becker, 7,340 shares; Ms. Grassle, 13,620 shares; Mr. Smith, 5,720 shares; Ms. Sprenger, 14,220 shares; and Mr. Tomlinson, 9,720 shares. |

  39. Fiscal Year 2024 Director Compensation

    Our executives who also serve on the Board of Directors do not receive compensation for their services as directors. The compensation for Mr. Heffes, our Chief Executive Officer who serves on the Board of Directors, is outlined in the Summary Compensation Table on page 12.