DEF 14A of Winmark Corp
Filed Mar 4, 2026 · FY20250000908315-26-000010
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
(Proposals #1 and #2)
(Proposals #1 and #2) At the meeting, the Board of Directors is to be elected to hold office until the 2027 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 any 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 58, 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 63, 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 61, 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. Keith T. Credendino, age 50, was appointed to our board of directors in August 2025. He currently serves as Chief Information and Technology Officer at Macy’s, Inc. Prior to joining Macy’s, he was Senior Vice President of Digital Technology & Enterprise Data at Inspire Brands, a multi-brand global restaurant company, from June 2018 to February 2022. In addition, Mr. Credendino previously served as a technology executive at several enterprise organizations, including The Home Depot, InterContinental Hotels Group (IHG), and Cox Enterprises. Mr. Credendino brings to our board expertise in delivering technology solutions across a variety of retail and franchise companies, in addition to a broad awareness of technological advancements and industry shifts. Philip I. Smith, age 58, was appointed to 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. and Park Dental Partners, Inc. Mr. Smith brings experience in financial and executive management, corporate governance and capital markets to our board. Gina D. Sprenger, age 64, 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 63, was appointed to our board of directors in December 2021 and serves as Lead Director. He currently serves as interim CEO and Co-Chair of the Board of Directors of Meribel Pharma Solutions, as an Operating Partner with Blue Wolf Capital Partners, a New York based middle market focused Private Equity Investor, and 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 Chair of the Board of Civco Radiotheraphy. Mr. Tomlinson brings to our board extensive experience in executive and financial management, capital markets and corporate governance in both public and private companies.
Summary of Compensation Components
| ● | Annual Bonus Opportunity |
Summary of Compensation Components
| ● | Long Term, Equity-Based Compensation |
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 peer group approach has been used for several years and reflects input from certain institutional shareholders regarding the companies included. In 2025, following Big 5 Sporting Goods Corporation’s go-private transaction, the Compensation Committee, with selected shareholder input, replaced Big 5 Sporting Goods with Academy Sports and Outdoors, Inc. to continue to represent the publicly held sporting goods retailer category and believes this update maintains the overall balance and relevance of the peer group for benchmarking purposes. For 2025, this group consisted of the following:
Company Peer Group
| Regis Corporation | The RealReal, Inc. | Academy Sports and Outdoors, Inc. | 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. | |
Compensation Approval Process
Compensation Approval Process Role of the Chief Executive Officer Mr. Heffes has a unique perspective regarding the compensation of NEOs. As a large shareholder, Mr. Heffes has a strong interest in maximizing shareholder value. As our primary executive officer, Mr. Heffes has access to and makes decisions regarding all facets of our businesses, and has the ability to evaluate the performance of each NEO. He provides information to the Compensation Committee, who ultimately approves the compensation of our NEOs. Mr. Heffes reviews our overall business performance and each individual NEO’s performance, taking into account our compensation philosophy, the financial, operational, capital allocation and governance targets that were set for the year, as well as the compensation factors described above. After receiving input from other NEOs at his discretion, Mr. Heffes makes an initial assessment regarding each element of compensation for the NEOs, including himself. His assessment is submitted to the Compensation Committee for discussion at its annual meeting in December. The final approval of all NEOs’ compensation, including that of Mr. Heffes, is at the sole discretion of the Compensation Committee. Compensation Committee Process The Compensation Committee meets annually to review and approve the compensation of our executive officers and nonemployee directors, as well as to oversee broad-based employee compensation policies. The Compensation Committee reviews the recommendations of the Chief Executive Officer regarding NEO annual incentive bonus compensation for the current year, NEO option grants for the current year, and NEO salaries for the following year, with the power to approve, modify or reject the proposed awards. The Compensation Committee is also responsible for determining compensation and annually evaluating the performance of the Chief Executive Officer. At the December 2025 Compensation Committee meeting, the Committee reviewed Chief Executive Officer compensation for Winmark Corporation and its peer group. The Committee acknowledged that the existing Chief Executive Officer compensation structure has worked well for Winmark shareholders and over time has provided the proper alignment for the Chief Executive Officer with the shareholders of Winmark. For example, Winmark has achieved an annual TSR of 18.9% since Mr. Heffes was named Chief Executive Officer. The Committee reviewed the current compensation structure for Winmark, discussed its effectiveness as well as reviewed the compensation plans and structures for the peer group disclosed above. The Committee compared base salary, bonus potential and equity for Winmark’s Chief Executive Officer and the peer group, based upon each company’s most recently filed proxy statement. The Committee determined that Winmark’s Chief Executive Officer had a base salary, bonus potential, equity compensation and total compensation that was 68%, 31%, 26% and 37% of the peer group median. As a result of this analysis, the Committee determined that Winmark’s Chief Executive Officer compensation is materially below market which could potentially become a near-term and long-term risk for the Company and its shareholders. The Committee noted that all areas of compensation could and should be increased; however, the biggest discount to the peer group was in the form of equity compensation. In order to bridge the gap between the peer group and current Winmark Chief Executive Officer compensation, the Committee evaluated and discussed a one-time option grant for Mr. Heffes. At the recommendation of Mr. Heffes, the Committee decided not to pursue a one-time option grant at this time. The Committee also discussed other retention-related strategies for Mr. Heffes and the other Named Executive Officers of Winmark. The Committee and Mr. Heffes discussed ways to remediate gaps in compensation and retention strategies to ensure flawless execution of the Company’s operational plan for the next five years. The Committee also acknowledged that going forward there would be a continued review of Mr. Heffes’ compensation to ensure that the discount to peer group is monitored and remediated over time. Mr. Heffes and the Committee feel strongly that the current compensation structure has worked for the Company and its shareholders and do not believe that major structural changes are necessary. For example, peer group Chief Executive Officer bonus potential is approximately 240% of base salary. Mr. Heffes and the Committee strongly believe that the existing bonus cap of 100% is appropriate and more effective at encouraging long-term decision making. As a result, future changes, if any, will address discrepancies with base salary and equity compensation.
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 27, 2025, December 28, 2024 and December 30, 2023.
Summary Compensation Table
| | | | | | All Other | | | | | | Bonus | Option Awards | Compensation | | | Name and Principal Position | Year | Salary ($) | ($)(1)(4) | ($)(2) | ($)(3) | Total ($) | | Brett D. Heffes | 2025 | 700,000 | 695,000 | 699,963 | 13,161 | 2,108,124 | | Chief Executive Officer | 2024 | 675,000 | 470,000 | 674,282 | 12,861 | 1,832,143 | | and Chair of the Board of Directors | 2023 | 645,000 | 640,000 | 321,278 | 12,361 | 1,618,639 | | Anthony D. Ishaug | 2025 | 442,500 | 497,500 | 442,368 | 13,161 | 1,395,529 | | Chief Financial Officer and Treasurer | 2024 | 427,500 | 280,000 | 425,873 | 12,861 | 1,146,234 | | | 2023 | 407,500 | 402,500 | 202,748 | 12,361 | 1,025,109 | | Renae M. Gaudette | 2025 | 340,000 | 332,500 | 339,659 | 13,161 | 1,025,320 | | Chief Operating Officer | 2024 | 327,500 | 225,000 | 327,260 | 12,861 | 892,621 | | | 2023 | 312,500 | 307,500 | 155,960 | 12,361 | 788,321 | | Lisa S. Hake (4) | 2025 | 78,750 | 125,000 | 157,119 | 65 | 360,934 | | Chief Marketing Officer | | | | | | |
Summary Compensation Table
| (1) Included in Mr. Ishaug’s Bonus is a $75,000 discretionary bonus awarded by the Compensation Committee, with the input of the Chief Executive Officer, for the exceptional performance during the past five years in executing the successful and profitable exit from the leasing business. |
Summary Compensation Table
| (2) 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 2025, 2024 and 2023 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. |
Summary Compensation Table
| (3) 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). |
Summary Compensation Table
| (4) Ms. Hake joined Winmark as its Chief Marketing Officer on October 1, 2025. Included in Bonus for Ms. Hake for 2025 is a $50,000 signing bonus and a $75,000 guaranteed bonus. |
2025 Grants of Plan-Based Awards
2025 Grants of Plan-Based Awards All stock options granted to each of the NEOs during 2025 were made under the Company’s 2020 Stock Option Plan. The stock options vest in equal installments on the first, second, third and fourth anniversaries of the grant date and expire ten years from the date of grant. The table below summarizes grants of equity awards to each of the NEOs for the fiscal year ended December 27, 2025.
2025 Grants of Plan-Based Awards
| | | All Other Option | | | | | | Awards: Number | | Grant Date Fair | | | | of Securities | Exercise or Base | Value of Stock | | | | Underlying | Price of Option | and Option | | Name | Grant Date | Options (#) | Awards ($/Sh) | Awards ($) | | Brett D. Heffes | 6/1/2025 | 2,984 | 424.82 | 349,546 | | | 12/15/2025 | 2,712 | 444.54 | 350,417 | | Anthony D. Ishaug | 6/1/2025 | 1,888 | 424.82 | 221,160 | | | 12/15/2025 | 1,712 | 444.54 | 221,208 | | Renae M. Gaudette | 6/1/2025 | 1,448 | 424.82 | 169,619 | | | 12/15/2025 | 1,316 | 444.54 | 170,040 | | Lisa S. Hake | 12/15/2025 | 1,216 | 444.54 | 157,119 |
Outstanding Equity Awards at Fiscal Year-End 2025
Outstanding Equity Awards at Fiscal Year-End 2025 The table below summarizes option awards outstanding for each of the NEOs as of the end of fiscal 2025. Option Awards
Outstanding Equity Awards at Fiscal Year-End 2025
| | Number of Securities | Number of Securities Underlying | | | | | Underlying Unexercised Options | Unexercised Options (#) | Option Exercise | Option Expiration | | Name | (#) Exercisable(1) | Unexercisable | Price ($) | Date | | Brett D. Heffes | 1,897 | — | 176.20 | 12/16/2029 | | | 4,000 | — | 183.87 | 12/14/2030 | | | 3,490 | — | 195.82 | 06/01/2031 | | | 11,100 | — | 261.32 | 12/13/2031 | | | 7,020 | 2,340 | 197.80 | 06/01/2032 | | | 4,305 | 1,435 | 238.60 | 12/12/2032 | | | 2,060 | 2,060 | 325.99 | 06/01/2033 | | | 895 | 2,685 | 355.90 | 06/01/2034 | | | 815 | 2,445 | 400.97 | 12/09/2034 | | | — | 2,984 | 424.82 | 06/01/2035 | | | — | 2,712 | 444.54 | 12/15/2035 | | Anthony D. Ishaug | 3,293 | — | 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 | | | 3,490 | — | 195.82 | 06/01/2031 | | | 5,700 | — | 261.32 | 12/13/2031 | | | 4,440 | 1,480 | 197.80 | 06/01/2032 | | | 2,835 | 945 | 238.60 | 12/12/2032 | | | 1,300 | 1,300 | 325.99 | 06/01/2033 | | | 565 | 1,695 | 355.90 | 06/01/2034 | | | 515 | 1,545 | 400.97 | 12/09/2034 | | | — | 1,888 | 424.82 | 06/01/2035 | | | — | 1,712 | 444.54 | 12/15/2035 | | Renae M. Gaudette | 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 | | | 3,500 | — | 195.82 | 06/01/2031 | | | 3,500 | — | 261.32 | 12/13/2031 | | | 3,360 | 1,120 | 197.80 | 06/01/2032 | | | 1,890 | 630 | 238.60 | 12/12/2032 | | | 1,000 | 1,000 | 325.99 | 06/01/2033 | | | 435 | 1,305 | 355.90 | 06/01/2034 | | | 395 | 1,185 | 400.97 | 12/09/2034 | | | — | 1,448 | 424.82 | 06/01/2035 | | | — | 1,316 | 444.54 | 12/15/2035 | | Lisa S. Hake | — | 1,216 | 444.54 | 12/15/2035 |
Outstanding Equity Awards at Fiscal Year-End 2025
| (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. |
2025 Option Exercises and Stock Vested
2025 Option Exercises and Stock Vested The table below summarizes stock option exercises for each of the NEOs during the fiscal year ended December 27, 2025.
2025 Option Exercises and Stock Vested
| | Option Awards | | | | Number of Shares | Value Realized | | Name | Acquired on Exercise (#) | on Exercise ($)(1) | | Brett D. Heffes | 9,312 | 2,727,073 | | Anthony D. Ishaug | 13,113 | 4,095,330 | | Renae M. Gaudette | 5,000 | 1,521,600 | | Lisa S. Hake | — | — |
2025 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. |
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 27, 2025, the NEOs had the following outstanding and unvested options to purchase shares of our Common Stock that could accelerate upon a change in control:
Potential Payments Upon Termination or Change-in-Control
| | | | | Value Realized | | | Unexercisable | Option Exercise | Stock Price | Upon Acceleration | | Name | Option Shares (#) | Price ($) | December 27, 2025 | ($)(1) | | Brett D. Heffes | 2,340 | 197.80 | 410.23 | 497,086 | | | 1,435 | 238.60 | | 246,289 | | | 2,060 | 325.99 | | 173,534 | | | 2,685 | 355.90 | | 145,876 | | | 2,445 | 400.97 | | 22,641 | | | 2,984 | 424.82 | | — | | | 2,712 | 444.54 | | — | | Anthony D. Ishaug | 1,480 | 197.80 | 410.23 | 314,396 | | | 945 | 238.60 | | 162,190 | | | 1,300 | 325.99 | | 109,512 | | | 1,695 | 355.90 | | 92,089 | | | 1,545 | 400.97 | | 14,307 | | | 1,888 | 424.82 | | — | | | 1,712 | 444.54 | | — | | Renae M. Gaudette | 1,120 | 197.80 | 410.23 | 237,922 | | | 630 | 238.60 | | 108,127 | | | 1,000 | 325.99 | | 84,240 | | | 1,305 | 355.90 | | 70,901 | | | 1,185 | 400.97 | | 10,973 | | | 1,448 | 424.82 | | — | | | 1,316 | 444.54 | | — | | Lisa S. Hake | 1,216 | 444.54 | 410.23 | — |
Potential Payments Upon Termination or Change-in-Control
| (1) Assuming that a change in control occurred at a stock price of $410.23 per share (the closing price of the Company’s stock as of December 27, 2025), before any withholding tax liabilities. |
Pay Versus Performance
Pay Versus Performance
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)($) | ($) | ($) | | 2025 | 2,108,124 | 2,314,139 | 927,261 | 992,762 | 257 | 164 | 41,654,100 | 76,352,800 | | 2024 | 1,832,143 | 1,091,533 | 1,019,428 | 577,666 | 241 | 156 | 39,954,200 | 72,198,500 | | 2023 | 1,618,639 | 6,428,551 | 906,715 | 3,854,631 | 247 | 113 | 40,178,100 | 70,230,700 | | 2022 | 1,838,665 | 2,155,075 | 1,023,729 | 1,174,596 | 136 | 82 | 39,424,900 | 67,148,100 | | 2021 | 1,826,625 | 2,530,288 | 962,045 | 1,620,766 | 136 | 119 | 39,919,900 | 60,779,300 |
Pay Versus Performance
| (1) The PEO listed in the table for all years presented includes Brett D. Heffes, Chief Executive Officer.: |
Pay Versus Performance
| (2) The dollar amounts reported in this column represent the amount of “Compensation Actually Paid” to Mr. Heffes as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Heffes during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Heffes’ total compensation for each year to determine the compensation actually paid: |
Pay Versus Performance
| Adjustments to Determine Compensation Actually Paid for PEO | 2025 ($) | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | | Subtraction for values reported in the Option Awards column of the Summary Compensation Table | (699,963) | (674,282) | (321,278) | (591,845) | (615,355) | | 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 | 552,843 | 755,230 | 598,966 | 858,464 | 602,093 | | 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 | 47,687 | (420,614) | 3,074,007 | 141,517 | 462,835 | | 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 | 305,448 | (400,944) | 1,458,217 | (91,726) | 254,090 |
Pay Versus Performance
| (3) The Non-PEOs NEOs listed in the table for 2025 include Anthony D. Ishaug, Renae M. Gaudette, and Lisa S. Hake. The Non PEO NEOs listed in the table for years 2021-2024 include Anthony D. Ishaug and Renae M. Gaudette. |
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: |
Pay Versus Performance
| Adjustments to Determine Compensation Actually Paid for Non-PEO NEOs | 2025 ($) | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | | Subtraction for values reported in the Option Awards column of the Summary Compensation Table | (313,049) | (376,567) | (179,354) | (326,909) | (325,775) | | 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 | 252,155 | 421,790 | 334,374 | 475,051 | 366,876 | | 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 | 17,596 | (227,421) | 1,837,904 | 94,204 | 410,244 | | 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 | 108,798 | (259,565) | 954,992 | (91,479) | 207,376 |
Pay Versus Performance
| (5) The peer group is the NASDAQ US Benchmark Retail TR industry index, of which Winmark is a component. |
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. |
Graphical Representation of Compensation Actually Paid (CAP) and Performance
Graphical Representation of Compensation Actually Paid (CAP) and Performance
CEO Pay Ratio
CEO Pay Ratio The annual total compensation for fiscal year 2025 for our CEO, as noted above in the Summary Compensation Table, was $2,108,124. The annual total compensation for fiscal year 2025 for our median employee was $96,130. The resulting ratio of our CEO’s pay to the pay of our median employee for fiscal year 2025 was 21.9 to 1. In determining the median employee, a listing was prepared of all employees as of December 27, 2025, the last day of our fiscal year, with their corresponding annual total compensation determined in the same manner as the Total Compensation shown for our CEO in the Summary Compensation Table above. For those employees that were not employed for the full fiscal year, their annual salary was used to compute their annual total compensation. The listing was then ranked from lowest to highest in annual total compensation, which excluding the CEO, totaled 86 employees. Since the number of employees excluding the CEO was an even number, the median employee was determined using the average of the total compensation of the two employees ranked 43rd and 44th on the list.
Director Compensation
Director Compensation
Fiscal Year 2025 Director Compensation
Fiscal Year 2025 Director Compensation The following table sets out the fiscal 2025 compensation for each of our current nonemployee directors.
Fiscal Year 2025 Director Compensation
| | Fees Earned or | | | | Name | Paid in Cash ($) | Option Awards ($)(1)(2) | Total ($) | | Lawrence A. Barbetta | 58,000 | 65,877 | 123,877 | | Amy C. Becker | 52,000 | 65,877 | 117,877 | | Keith T. Credendino(3) | 21,555 | 348,558 | 370,113 | | Jenele C. Grassle | 52,000 | 65,877 | 117,877 | | Philip I. Smith | 58,000 | 65,877 | 123,877 | | Gina D. Sprenger | 51,000 | 65,877 | 116,877 | | Percy C. Tomlinson, Jr. | 63,000 | 65,877 | 128,877 |
Fiscal Year 2025 Director Compensation
| (1) Reflects the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for awards granted in fiscal 2025. 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. |
Fiscal Year 2025 Director Compensation
| (2) As of December 27, 2025, nonemployee directors hold options to purchase the following shares of our common stock pursuant to the Nonemployee Director Stock Option Plan: Mr. Barbetta, 7,807 shares; Ms. Becker, 7,876 shares; Mr. Credendino, 3,256 shares; Ms. Grassle, 10,156 shares; Mr. Smith, 6,256 shares; Ms. Sprenger, 14,756 shares; and Mr. Tomlinson, 9,656 shares. |
Fiscal Year 2025 Director Compensation
| (3) Mr. Credendino was appointed to our Board of Directors in August 2025 (subsequent to the grant of 280 shares in June 2025 to the other nonemployee directors) and upon appointment received an option to purchase 3,000 shares of the Company’s common stock that vests over four years. |
Fiscal Year 2025 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 13.