DEF 14A of Sportsman's Warehouse Holdings, Inc., Apr 24, 2024

DEF 14A of Sportsman's Warehouse Holdings, Inc.

Filed Apr 24, 2024 · FY20230000950170-24-047581

Open on EDGAR

  1. Nominees for Election as Directors at this Annual Meeting

    Nominees for Election as Directors at this Annual Meeting

  2. Nominees for Election as Directors at this Annual Meeting

    | Steven Becker, 57 Board Member Director Since: January 2024 SPWH Committees: ▪ Member of the Nominating and Governance Committee | KEY EXPERIENCE ▪ Served in various roles with Tuesday Morning Corp., including as Chief Executive Officer and a member of the board of directors from December 2015 until May 2021, as Chairman of the Board from July 2012 until September 2015, and as Executive Chairman and head of the Office of the Chairman from September 2015 until December 2015 ▪ Prior to becoming CEO of Tuesday Morning Corp, spent 20 years in the investment management industry with a focus on investing in middle market public companies ▪ Served as the co-managing partner at Becker Drapkin Management, L.P., whose predecessor, Greenway Capital, he founded in 2005 ▪ From 1997 to 2004, served as a partner at Special Situations Funds, a New York City based asset manager ▪ Prior to joining Special Situations Funds, served as a part of the distressed debt and leveraged equities research team at Bankers Trust Securities ▪ Began his career at Manley Fuller Asset Management in New York as a small cap analyst ▪ Has extensive public company board experience, having served as a director of a variety of public and non-public companies including Hot Topic, Inc., an apparel retailer, PLATO Learning, Inc., an educational software company, Ruby Tuesday, a national restaurant company, Emcore, a semiconductor producer, Fuel Systems Solutions, a manufacturer of alternative energy systems, and Special Diversified Opportunities, a holding company that owns businesses in a variety of industries SKILLS AND QUALIFICATIONS ▪ Decades of experience as an investor, board member and executive leader across a variety of industries, including as a chief executive officer and board member in the retail sector. ▪ Bachelor of Arts degree from Middlebury College ▪ Juris Doctor from the University of Florida. |

  3. Nominees for Election as Directors at this Annual Meeting

    | | 2024 Proxy Statement | 11 |

  4. Nominees for Election as Directors at this Annual Meeting

    | Steven Sansom, 55 Board Member Director Since: September 2023 SPWH Committees: ▪ Member of the Compensation Committee | KEY EXPERIENCE ▪ Has served as the founder and chairman of Steel Grove Capital Advisors and Steel Grove Family Office since September 2001 ▪ Served as founder, principal and member of the board of directors of Center Coast Capital Advisors, an independent investor in United States mid-stream energy infrastructure assets, from November 2007 until February 2018 ▪ Served as a vice president of Goldman Sachs & Co. between August 1993 and September 2001 ▪ Served in the Institutional Equity Capital Markets Group at Merrill Lynch Global Capital Markets from August 1991 to September 1993 ▪ Serves currently on the Executive Advisory Board of Brown Brothers Harriman Capital Partners, the middle markets private equity investment group at Brown Brothers Harriman & Co. ▪ Serves currently as a member of several boards of directors, including the advisory board of Axxes Capital, a private markets investment firm and the Viome Life Sciences Advisory Board SKILLS AND QUALIFICATIONS ▪ Decades of experience as an investor, board member and executive leader across a variety of industries; service in senior positions at high-growth businesses in the logistics and real estate sectors and capital allocation expertise gained in such roles. ▪ Bachelor's degree in Business from Millsaps College and also attended Harvard Business School's executive education program. |

  5. Nominees for Election as Directors at this Annual Meeting

    | | 2024 Proxy Statement | 12 |

  6. Directors Continuing in Office Until Our 2025 Annual Meeting of Stockholders

    Directors Continuing in Office Until Our 2025 Annual Meeting of Stockholders

  7. Directors Continuing in Office Until Our 2025 Annual Meeting of Stockholders

    | Martha Bejar, 62 Board Member Director Since: February 2019 SPWH Committees: ▪ Chair of the Nominating and Governance Committee ▪ Member of the Audit Committee | KEY EXPERIENCE ▪ CEO and Director of Unium Inc., a WiFi software solution provider, from March 2017 to March 2018 ▪ CEO and Director at Flow Mobile Inc., a broadband wireless access solution provider, from January 2012 to December 2015 ▪ Chairperson and CEO of Wipro Infocrossing Cloud Computing Services. ▪ Corporate Vice President for the Communications Sector at Microsoft Corp. ▪ Has extensive public company board experience, having served as a director of a variety of public companies including Lumen Technologies, Inc.; CenturyLink Inc.; CommVault Systems, Inc.; Quadient S.A.; Mitel Systems SKILLS AND QUALIFICATIONS ▪ Executive leadership experience; technical expertise and extensive experience in the communications and technology industries. ▪ Life Member of Council on Foreign Relations. ▪ Advanced Management Program degree from Harvard University Business School. ▪ Bachelor of Science in Industrial Engineering from the University of Miami. ▪ Master of Business Administration from Nova Southeastern University. |

  8. Directors Continuing in Office Until Our 2025 Annual Meeting of Stockholders

    | Richard McBee, 60 Chair of the Board Director Since: November 2018 SPWH Committees: ▪ Member of the Compensation Committee | KEY EXPERIENCE ▪ Currently serves as President and Chief Executive Officer of CLEAResult Consulting, Inc., a position he has held since July 2021. ▪ Served as President and Chief Executive Officer of Riverbed Technology from October 2019 to June 2021. ▪ Served as President, Chief Executive Officer and Director of Mitel Networks Corporation (Nasdaq: MITL) from January 2011 to October 2019 ▪ Served as President of the Communications and Enterprise Group of Danaher Corporation (NYSE: DHR) from 2007 to 2011. He joined Danaher in 2007 as President, Tektronix Communications, following the acquisition by Danaher of Tektronix. ▪ Spent 15 years with Tektronix and held a variety of positions of increasing responsibility, including Senior Vice President and General Manager, Communications Business Unit; Senior Vice President of Worldwide Sales, Service and Marketing; and Vice President of Marketing and Strategic Initiatives. SKILLS AND QUALIFICATIONS ▪ Strong leadership skills, experience as a Chief Executive Officer and prior experience as Chief Executive Officer of a public company. ▪ Bachelor of Science from the United States Air Force Academy. ▪ Master of Business Administration from the Chapman School of Business and Economics. |

  9. Directors Continuing in Office Until Our 2025 Annual Meeting of Stockholders

    | | 2024 Proxy Statement | 13 |

  10. Directors Continuing in Office Until Our 2026 Annual Meeting of Stockholders

    Directors Continuing in Office Until Our 2026 Annual Meeting of Stockholders

  11. Directors Continuing in Office Until Our 2026 Annual Meeting of Stockholders

    | Nancy A. Walsh, 63 Board Member Director Since: August 2022 SPWH Committees: ▪ Chair of the Audit Committee ▪ Member of the Compensation Committee | KEY EXPERIENCE ▪ Chief Financial Officer of Katapult Holdings, Inc. (Nasdaq: KPLT) since December 2022. ▪ Served as the Executive Vice President and Chief Financial Officer of LL Flooring Holdings, Inc., a specialty retailer of hard-surface floorings, from September 2019 to November 2022 ▪ Served from January 2018 until April 2019 as Executive Vice President and Chief Financial Officer of Pier 1 Imports, Inc., a home furnishing and decor retailer. Pier 1 Imports, Inc. filed for Chapter 11 bankruptcy protection in February 2020. ▪ Served from November 2015 until December 2017 as Executive Vice President and Chief Financial Officer of The Bon-Ton Stores, Inc., a department store chain. The Bon-Ton Stores, Inc. filed for Chapter 11 bankruptcy protection in February 2018. ▪ Served in various financial positions, including as Senior Vice President of Finance, with Tapestry, Inc. (NYSE: TPR), formerly known as Coach, Inc., a fashion handbag, leather goods and apparel retailer from March 1999 to December 2013. SKILLS AND QUALIFICATIONS ▪ Executive leadership experience; experience as a Chief Financial Officer of multiple public companies. ▪ Bachelor of Science in Zoology from the University of New Hampshire and holds a Master of Business Administration from Northeastern University. |

  12. Directors Continuing in Office Until Our 2026 Annual Meeting of Stockholders

    | Paul Stone, 54 President and CEO Director Since: November 2023 | KEY EXPERIENCE ▪ Served as President and Chief Operating Officer of Hertz Global Holdings, Inc. (Nasdaq: HTZ) from October 2021 to September 2023 after serving as Interim Chief Executive Officer and on the Board of Directors from May 2020 to October 2021. ▪ Additionally served as Hertz's Executive Vice President and Chief Retail Operations Officer for North America from March 2018 to May 2020. ▪ Served as the Chief Retail Officer of Cabela's Inc., and outdoor outfitter retail company from November 2015 to December 2017. ▪ Prior to joining Cabela's, Mr. Stone spent 28 years with Sam's Club, a retail warehouse subsidiary of Walmart Inc. in various leadership roles. SKILLS AND QUALIFICATIONS ▪ Executive leadership experience and over 30 years of experience in the retail industry. |

  13. Directors Continuing in Office Until Our 2026 Annual Meeting of Stockholders

    | | 2024 Proxy Statement | 14 |

  14. Skills Matrix

    Skills Matrix Our Nominating and Governance Committee utilizes a skills matrix as part of the Board’s annual evaluation, succession planning, and director nomination process. The goal is to ensure that the Board collectively possesses the relevant skills and backgrounds for effective governance, meaningful strategic planning and strong leadership that enhances financial performance and builds stakeholder value. The following skills matrix shows a summary of the skills and core competencies of our director nominees and continuing directors and should not be considered to be a complete list of each director’s strengths and contributions to the Board.

  15. Skills Matrix

    | Skills | McBee | Becker | Bejar | Sansom | Stone | Walsh | | Executive Management | X | X | X | X | X | X | | Brand Positioning & Marketing | X | X | | X | X | X | | Omni-Channel Experience | X | | | X | X | X | | Human Resources & Talent Management | X | | | X | X | | | Innovation & Technology | X | | X | X | | | | Supply Chain | X | X | | | X | | | Risk & Cybersecurity | X | | X | X | | X | | Strategic Planning & Transformation | X | X | X | X | X | X | | Environmental, Social & Governance | X | | X | | X | X | | Accounting & Finance | X | X | X | X | X | X |

  16. Skills Matrix

    | Skills | Qualifications for the Skill | | Executive Management | Business and strategic management experience from service in a significant leadership position, such as a chief executive officer, chief financial officer, or other senior leadership role | | Brand Positioning & Marketing | Experience in developing and guiding strategic efforts to develop market share in new or existing markets, building brand awareness and enhancing enterprise reputation. | | Omni-Channel Experience | Experience in use of technology to facilitate business operations and customer service and/or customer relationship management. | | Human Resources & Talent Management | Experience in managing and developing a large workforce, managing compensation, managing inclusion and diversity efforts, implementing succession planning and talent management, and/or managing other human capital initiatives. | | Innovation & Technology | Experience in use of technology, digital platforms and new media to facilitate business operations and customer service. | | Supply Chain | Experience in managing significant manufacturing and distribution operations. | | Risk & Cybersecurity | Experience overseeing and managing company risk, including experience in information security, data privacy and cybersecurity. | | Strategic Planning & Transformation | Experience defining and driving strategic direction and growth and managing the operations of a business or large organization. | | Environmental, Social & Governance | Experience in environmental, social, and governance criteria and community affairs matters, including as part of a business and managing corporate social responsibility issues as business imperatives. | | Accounting & Finance | Financial or accounting experience and an understanding of financial reporting, internal controls and compliance. |

  17. Skills Matrix

    | | 2024 Proxy Statement | 15 |

  18. Nominees for Election

    Nominees for Election Upon the recommendation of the Nominating and Governance Committee, the Board has nominated Mr. Becker and Mr. Sansom for election to the Board to serve until the 2025 annual meeting of stockholders and until their respective successors are duly elected and qualified. Each of the nominees is currently a member of our Board of Directors. Mr. Becker and Mr. Sansom joined our Board in September 2023 and January 2024, respectively. Each of Mr. Becker and Mr. Sansom is standing for election to our Board for the first time. Mr. Becker was initially identified as a potential director nominee by one of our stockholders. Mr. Sansom was initially identified as a potential director nominee by one of our existing non-management directors. The Nominating and Governance Committee then assessed the potential candidacy of each of Mr. Becker and Mr. Sansom in light of the director criteria included in our Corporate Governance Guidelines. Each member of the Nominating and Governance Committee, as well as certain other directors, interviewed Mr. Becker and Mr. Sansom. Following these interviews, the Board of Directors then met, discussed and approved the appointments of Mr. Becker and Mr. Sansom to the Board of Directors. The nominees for election have consented to be named in this Proxy Statement and to serve as directors if elected. If any of the nominees are unable or unwilling for good cause to serve as directors if elected (which is not anticipated), the persons who are designated as proxy holders may exercise discretionary authority to vote for a substitute nominee selected by our Board or our Board may reduce the number of directors serving on the Board.

  19. Vote Required for Election of Directors

    Vote Required for Election of Directors Each director nominee will be elected to the Board at the Annual Meeting if he or she receives a majority of the votes cast with respect to his or her election (that is, the number of votes cast “FOR” the nominee must exceed the number of votes cast “AGAINST” the nominee). Broker non-votes and abstentions are not treated as votes cast and therefore will not be considered in determining the outcome of the election of directors. Our majority voting standard includes a director resignation policy that requires an incumbent director who stands for election to the Board but who fails to receive a majority of the votes cast in an uncontested election of directors to tender his or her resignation to the Secretary of the Company promptly following certification of the election results. In such event, the Board, considering the recommendation of the Nominating and Governance Committee of the Board, must decide whether to accept or reject the resignation and publicly disclose its decision, including the rationale behind any decision to reject the tendered resignation, within 90 days following certification of the election results. The Nominating and Governance Committee and the Board may, in making their recommendation or decision, as applicable, consider any factors and other information that they consider appropriate and relevant. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES NAMED IN THIS PROXY STATEMENT.

  20. Vote Required for Election of Directors

    | | 2024 Proxy Statement | 16 |

  21. Vote Required for Election of Directors

    CORPORATE GOVERNANCE

  22. Stockholder Feedback on Executive Compensation

    Stockholder Feedback on Executive Compensation As a result of our 2023 "say-on-pay" vote results, we reached out to stockholders representing approximately 65% of the Company's outstanding shares and engaged with stockholders representing approximately 60% of the Company's outstanding shares, including both passive and active investors. Either the Chair of the Board at the time of such meetings or the Chair of the Compensation Committee at the time of such meetings participated in each of the conversations. While many of our largest stockholders were generally supportive of our pay programs, they provided the following suggestions for refinement for the Compensation Committee's consideration: ▪ At least 50% of long term incentives should be performance contingent for all named executive officers. ▪ Relative total shareholder return ("TSR") should be considered as a performance measure in our long term incentive program. In light of this feedback, the Compensation Committee considers the following information to be important for purposes of understanding the decisions made with respect to fiscal year 2023 compensation. Each of these points is discussed in more detail later in this Compensation Discussion & Analysis: • In fiscal year 2023 we awarded 50% performance contingent long term incentives to Mr. White, who was our only ongoing named executive officer. We awarded time-based awards to Mr. Schneider in recognition of the fact that performance-based awards would not be aligned with the interim nature of his CEO role, and he forfeited the unvested portion of his award upon termination of employment. Mr. Barker did not receive an equity award in fiscal year 2023. • In fiscal year 2023 and early fiscal 2024, we provided Mr. Stone with time-based equity awards in connection with his commencement of employment (as required by his employment agreement), as these awards were determined to be necessary in order to secure his employment , and because the grants occurred prior to the annual process pursuant to which we set performance goals and grant performance awards. His annual grants made in fiscal 2024 are 50% time-based and 50% performance-based. • The Compensation Committee considered the inclusion of relative TSR as a PSU metric, but instead chose a design that would directly focus executives on achieving the Company’s operating goals, which the Compensation Committee believes will in turn create shareholder value. In making this decision, the Compensation Committee noted that relative TSR is an uncommon measure among the company’s peer group of retail companies, with only two peers using this design. While compensation decisions had already been made with respect to fiscal year 2023 and the CEO's hire at the time that we received this feedback, in response to the views expressed by stockholders, the Compensation Committee has committed to the following in fiscal year 2024:

  23. Stockholder Feedback on Executive Compensation

    Restructuring our compensation plans to focus on incentives aligned with a return to profitability, with a significant amount compensation to be "at risk". ▪ Increasing our focus on performance awards for our NEOs to create stronger alignment between company performance and stockholder returns. We granted only performance-based awards to our CFO for fiscal year 2024 annual awards. As noted above, under the terms of Mr. Stone’s employment agreement his fiscal year 2024 awards comprised 50% performance-based awards and 50% time-based awards. This creates strong alignment between company performance and delivered compensation. Implementing three-year cliff vesting on all aspects of officers' long-term incentives to enhance a long-term outlook (in fiscal year 2023 our performance-based awards had three year cliff vesting, but annual time vested RSUs vested annually).

  24. Objectives, Philosophy and Elements of Executive Compensation

    | Element of Compensation | Objectives | Key Features | | Performance Bonus (at-risk cash) | Motivates and rewards for attaining key annual corporate performance goals and individual contributions that relate to our key business objectives. | Target bonus amounts are generally reviewed annually and determined based upon positions that have similar impact on the organization and competitive bonus opportunities in our market. Bonus opportunities are dependent upon achievement of specific corporate performance objectives consistent with our long-term strategic plan and individual performance objectives that relate to the officer’s role and expected contribution toward reaching our corporate goals, generally determined by the Compensation Committee and communicated at the beginning of the year. Actual bonus amounts earned are determined after the end of the year, taking into account achievement of corporate objectives. | | Long-Term Incentive (at-risk equity) | Motivates and rewards for long-term Company performance; aligns executives’ interests with stockholder interests and changes in stockholder value. Attracts highly qualified executives and encourages their continued employment over the long-term. | Equity opportunities are generally reviewed annually and may be granted during the first half of the year or as appropriate during the year for new hires, promotions, or other special circumstances. Individual award grant values are determined based on a number of factors, including current corporate and individual performance and market data provided by our independent compensation consultant. |

  25. Objectives, Philosophy and Elements of Executive Compensation

    We focus on providing a competitive compensation package to our executive officers, which provides significant short- and long-term incentives. We believe that this approach provides an appropriate blend of compensation elements to maximize stockholder value. We do not have any formal policies for allocating compensation among salary, performance bonus awards and equity grants, short-term and long-term compensation or among cash and non-cash compensation. Instead, the Compensation Committee uses its judgment to establish a total compensation program for each named executive officer that is a mix of current, short-term and long-term incentive compensation, and cash and non-cash compensation, that it believes appropriate to achieve the goals of our executive compensation program and our corporate objectives. However, historically we have structured a significant portion of the named executive officers’ total target compensation so that it is comprised of performance-based bonus opportunities and long-term equity awards, in order to align the executive officers’ incentives with the interests of our stockholders and our corporate goals.

  26. How We Determine Executive Compensation

    How We Determine Executive Compensation Role of our Compensation Committee, Management and the Board The Compensation Committee is appointed by the Board and has responsibilities related to the compensation of the Company’s directors, officers, and employees and the development and administration of the Company’s compensation plans. For details on the Compensation Committee’s oversight of the executive compensation program, see the section titled “Corporate Governance—Committees of the Board of Directors.” Our Compensation Committee consists solely of independent members of the Board. The Compensation Committee reviews all compensation paid to our executive officers, including our named executive officers. The Chief Executive Officer evaluates and provides to the Compensation Committee performance assessments and compensation recommendations. While the Chief Executive Officer discusses his recommendations for his direct reports with the Compensation Committee, he does not participate in the deliberations concerning, or the determination of, his own compensation. The Compensation Committee discusses and makes final determinations with respect to executive compensation matters without the Chief Executive Officer present during discussions of the Chief Executive Officer’s compensation. From time to time, various other members of management and other employees as well as outside advisors or consultants may be invited by the Compensation Committee to make presentations, provide financial or other background information or advice or otherwise participate in the Compensation Committee meetings. The Compensation Committee meets periodically throughout the year to manage and evaluate our executive compensation program, and generally determines the principal components of compensation (base salary, performance bonus and equity awards) for our executive officers on an annual basis; however, decisions may occur at other times for new hires, promotions or other special circumstances as our Compensation Committee determines appropriate. The Compensation Committee does not delegate authority to approve executive officer compensation. The Compensation Committee does not maintain a formal policy regarding the timing of equity awards to our executive officers. Role of Compensation Consultant The Compensation Committee has the sole authority to retain compensation consultants to assist in its evaluation of executive compensation, including the authority to approve the consultant’s reasonable fees and other retention terms. The Compensation Committee has retained FW Cook as its compensation consultant. The Compensation Committee has analyzed whether the work of FW Cook as compensation consultant raises any conflict of interest, taking into account relevant factors in accordance with SEC rules and Nasdaq listing standards. Based on its analysis, our Compensation Committee determined that the work of FW Cook and the individual compensation advisors employed by FW Cook does not create any conflict of interest pursuant to the SEC rules and Nasdaq listing standards. Use of Competitive Market Compensation Data The Compensation Committee believes that it is important when making its compensation decisions to be informed as to the current practices of comparable public companies with which we compete for top talent. To this end, the Compensation Committee directed FW Cook to develop a proposed list of our peer group companies to be used in connection with assessing the compensation practices of the publicly traded companies with whom we compete or are considered specialty retailers.

  27. How We Determine Executive Compensation

    | Peer Group | | | Academy Sports & Outdoors | Genesco | | Big 5 Sporting Goods | Haverty Furniture | | Boot Barn | Hibbett Sports | | The Buckle | LL Flooring | | Caleres | Party City | | Citi Trends | Sally Beauty | | The Container Store | Shoe Carnival | | Designer Brands | Zumiez |

  28. How We Determine Executive Compensation

    Using data compiled from the peer companies, FW Cook completed an assessment of our executive compensation to inform the Compensation Committee’s determinations regarding executive compensation for fiscal year 2023. FW Cook prepared and the Compensation Committee reviewed, a range of market data reference points (generally at the 25th, 50th, and 75th percentiles of the market data) with respect to base salary, annual incentives, equity compensation, total target cash compensation (base salary and the target annual incentive) and total direct compensation (total target cash compensation and equity compensation) with respect to each of our named executive officers. The Compensation Committee did not target pay at any particular percentile of the market data, but rather reviewed these market data reference points as a helpful reference point in making fiscal year 2023 compensation decisions. Market data is only one of the factors that the Compensation Committee considers in making compensation decisions. The Compensation Committee considers other factors as described below under “Factors Used in Determining Executive Compensation.”

  29. Fiscal Year 2023 Executive Compensation Program

    During Mr. Schneider’s term as Interim President and Interim Chief Executive Officer, we paid Mr. Schneider an annual base salary of $1,200,000. Mr. Barker was receiving an annual base salary of $975,000 upon his retirement on April 14, 2023. Annual Performance Bonus The Company maintains an annual bonus program, pursuant to which our executives may earn cash bonuses based on upon the achievement of corporate performance goals. The Employment Agreement for Mr. Stone provided that his annual bonus for fiscal year 2023 was guaranteed at the full target amount of 150% of his base salary, pro-rated based on his start date. His employment agreement also provides that he will have a target annual bonus opportunity of 150% of his base salary beginning with the Company’s fiscal year 2024, subject to review and adjustment by the Company in its reasonable discretion. The target bonus for Mr. White was 70% of his annual base salary. As shown in the table below, the bonus program for fiscal year 2023 was based on the achievement of goals relating to adjusted EBITDA margin, gross margin and net sales growth, weighted 40%, 40% and 20%, respectively. Mr. Barker did not receive a bonus for fiscal year 2023 because he retired prior to his bonus being established or paid. Mr. Schneider was not eligible for an annual performance bonus.

  30. Fiscal Year 2023 Executive Compensation Program

    | Adjusted EBITDA Margin Goals | Adjusted EBITDA Margin Results | Total Gross Margin Goals | Total Gross Margin Results | Net Sales Growth Goals | Net Sales Growth Results | | Threshold: 0% payout if <= 5.15% | 1.9% (0% payout) | Threshold: 0% payout if <= 32.75% | 29.8% (0% payout) | Threshold: 0% payout if <= 0.00% | Negative 8.0% (0% payout) | | Target: 100% payout at 6.55% | | Target: 100% payout at 33.25% | | Target: 100% payout at 3.25% | | | Maximum: 200% payout at 7.10% | | Maximum: 200% payout at 33.50% | | Maximum: 200% payout at 7.00% | |

  31. Fiscal Year 2023 Executive Compensation Program

    For purposes of the 2023 performance bonuses, “Adjusted EBITDA Margin” is Adjusted EBITDA of the Company divided by net sales of the Company determined in accordance with GAAP. “Adjusted EBITDA” is net (loss) income of the Company as determined in accordance with GAAP plus interest expense, income tax (benefit) expense, depreciation and amortization, stock-based compensation expense, director and officer transition costs, expenses related to the implementation of our cost reduction plan, legal settlements and related fees and expenses that are not indicative of ongoing expenses, and any other adjustments to net (loss) income disclosed by the Company in its filings with the Securities and Exchange Commission to determine Adjusted EBITDA. “Gross margin” is gross profit divided by net sales, in each case as determined in accordance with GAAP. “Net sales growth” is the increase in net sales for fiscal year 2023 compared to fiscal year 2022, in each case as determined in accordance with GAAP. Based on this below-threshold achievement, Mr. White did not receive an annual bonus during fiscal year 2023 pursuant to the annual bonus program, which illustrates the alignment between company performance and delivered pay. As Mr. Stone was employed by us for only three months of 2023, his employment agreement states that for 2023 his bonus is guaranteed at target (i.e., 150% of his base salary), pro-rated to reflect the period of time that he worked in 2023, resulting in a bonus payment of $399,808. This bonus was part of the pay package that was determined to be necessary in order to attract Mr. Stone to the Company. For 2024, Mr. Stone will participate in the Company’s annual bonus program, which has no guaranteed element. Other Cash Bonuses Mr. Stone received a $350,000 signing bonus on his start date of November 1, 2023 in connection with entering into his employment agreement. Mr. Stone must repay the signing bonus if he resigns without “Good Reason” or is terminated by the Company for “Gross Misconduct” (as such terms are defined in the Employment Agreement) prior to the November 1, 2024. This signing bonus was determined to be necessary in order to recruit Mr. Stone to the Company.

  32. Equity Grants in 2023

    Equity Grants in 2023 In April 2023, we granted time-based restricted stock units to Messrs. White and Schneider. Mr. White's awards, which represented 50% of his fiscal year 2023 equity award, vest in three substantially equal installments on April 10, 2024, April 10, 2025, and April 10, 2026, subject to the executive officer’s continued employment with us. Mr. Schneider's awards, which were granted in the context of his role as Interim President and Interim CEO, vest in four substantially equal installments on July 14, 2023, October 14, 2023, January 14, 2024 and April 14, 2025, subject to his continued employment with us. Mr. Schneider resigned as Interim President and Interim Chief Executive officer on November 1, 2023 and forfeited his unvested awards. In November 2023 we granted time-based restricted stock units to Mr. Stone that vest in three substantially equal installments on November 1, 2024, November 1, 2025 and November 1, 2026. The number of such awards that were granted to the named executive officers were as follows: 330,097 restricted stock units to Mr. Stone, 34,819 restricted stock units to Mr. Schneider and 35,714 restricted stock units to Mr. White. Mr. Barker was not granted any equity awards in 2023. In addition, in April 2023, we granted 35,714 performance-based restricted stock units to Mr. White, representing 50% of his fiscal year 2023 equity award. Such awards were eligible to vest between 0% and 200% of the target number of restricted stock units based on our total return on invested capital and total operating income (as such terms are defined in the award agreements and summarized below), for fiscal years 2023, 2024 and 2025, with one-third of the total target number of restricted stock units subject to each award corresponding to each of those three performance periods. The goals with respect to each of these three performance years were set at the time of grant of the award. While determination of the number of restricted stock units that are eligible to vest with respect to a fiscal year is made following completion of such fiscal year, actual vesting of restricted stock units deemed eligible to vest will not occur until March 15, 2026, subject to the individual remaining in employment with or service to the Company as of such date. Performance-based vesting of the one-third of the total target number of restricted stock units subject to each such award that corresponded to the fiscal year 2023 performance period was determined based on the following: 50% of that portion of the performance-based restricted stock units become eligible to vest based on the Company’s total return on invested capital for fiscal year 2023, as follows:

  33. Equity Grants in 2023

    | FY 2023 Total Return on Invested Capital | | | Actual Level of Total Return on Invested Capital for the Performance Year | Vesting Eligibility Percentage | | 15.00% or Less | 0% | | 16.25% | 50% | | 17.50% | 100% | | 18.75% | 150% | | 19.38% | 175% | | 20.00% or Greater | 200% |

  34. Equity Grants in 2023

    | | 2024 Proxy Statement | 32 |

  35. Equity Grants in 2023

    50% of that portion of the performance-based restricted stock units become eligible to vest based on the Company’s total operating income for the fiscal year 2023, as follows:

  36. Equity Grants in 2023

    | FY 2023 Total Operating Income | | | Actual Total Operating Income for the Performance Year | Vesting Eligibility Percentage | | 3.00% or Less | 0% | | 3.14% | 50% | | 3.28% | 100% | | 3.89% | 150% | | 4.20% | 175% | | 4.50% or Greater | 200% |

  37. Equity Grants in 2023

    For actual total return on invested capital and total operating income achievement results between two points in the preceding tables, the actual vesting eligibility percentage will be determined on a pro rata basis between points. For purposes of the awards, “return on invested capital” generally means the Company’s trailing twelve month 4-wall store earnings before interest, taxes, depreciation and amortization at the end of the 24th month since grand opening divided by the sum of (a) initial capital outlay (fixed asset investment less tenant allowance) plus (b) 90 day opening average inventory less new store allowances received by vendor for opening inventory (expressed as a percentage). For purposes of these awards, “operating income” generally means GAAP operating income divided by GAAP revenue (expressed as a percentage). The Compensation Committee must also adjust “return on invested capital” and “operating income” for certain events; however, none of those events occurred during fiscal year 2023. In April 2024, the Compensation Committee determined that, for purposes of these awards, the Company did not achieve the required performance for any portion of the target restricted stock units that correspond to fiscal year 2023 to vest and therefore determined that such portion of the target performance-based restricted stock units was forfeited by Mr. White. We believe that this demonstrates our commitment to a pay-for-performance philosophy. This illustrates the pay program's alignment between actual Company performance and delivered pay.

  38. Certification of Achievement of Vesting of 2022 Performance-Based Awards

    Certification of Achievement of Vesting of 2022 Performance-Based Awards In March 2022, we granted performance-based restricted stock units to Messrs. Barker and White in the target amount of 99,645 and 19,929 restricted stock units, respectively. Such awards were eligible to vest between 0% and 200% of the target number of restricted stock units based on our total revenue and adjusted earnings per share (“adjusted EPS”) performance (as such terms are defined in the award agreements and summarized below), for fiscal years 2022, 2023 and 2024, with one-third of the total target number of restricted stock units subject to each award corresponding to each of those three performance periods. While determination of the number of restricted stock units that are eligible to vest with respect to a fiscal year is made following completion of such fiscal year, actual vesting of restricted stock units deemed eligible to vest will not occur until March 15, 2025, subject to the individual remaining in employment with or service to the Company as of such date. Performance-based vesting of the one-third of the total target number of restricted stock units subject to each such award that corresponded to the fiscal year 2023 performance period was determined based on the following: 50% of that portion of the performance-based restricted stock units become eligible to vest based on the Company’s total revenue for fiscal year 2023, as follows:

  39. Certification of Achievement of Vesting of 2022 Performance-Based Awards

    For actual total revenue and adjusted EPS achievement results between two points in the preceding tables, the actual vesting eligibility percentage will be determined on a pro-rata basis between points. For purposes of the awards, “total revenue” means the Company’s net sales for the first 52 weeks of the 2023 fiscal year. For purposes of these awards, “adjusted EPS” means the Company’s earnings per share of Common Stock for fiscal year 2023 as determined in accordance with GAAP, without taking into account cash bonuses paid with respect to fiscal year 2023. The Compensation Committee must also adjust “total revenue” and “adjusted EPS” for certain events; however, none of those events occurred during fiscal year 2023. In April 2024, the Compensation Committee determined that, for purposes of these awards, the Company did not achieve the required performance for any portion of the target restricted stock units that correspond to fiscal year 2023 to vest and therefore determined that such portion of the target performance-based restricted stock units was forfeited. Mr. Barker also was not eligible to vest because he resigned prior to the determination made by the Compensation Committee. This illustrates the pay program's alignment between actual Company performance and delivered pay.

  40. Other Features of Our Executive Compensation Program

    Other Features of Our Executive Compensation Program Employment Agreements On September 22, 2023, we entered into an employment agreement with Mr. Stone, the terms of which are described in more detail below in the section titled, “Employment Agreements with our Named Executive Officers.” We have not entered into an employment agreement with Mr. White. We did not enter into an employment agreement with Mr. Schneider with respect to his tenure as our Interim President and Interim Chief Executive Officer. We maintained an employment agreement with Mr. Barker prior to his retirement and voluntary resignation from employment with us in April 2023. Severance and Change in Control Benefits Mr. Stone's employment agreement referenced in the preceding section and the award agreements for his equity awards provide for certain benefits to be paid to him in connection with a termination of his employment. In addition, we have entered into a severance agreement with Mr. White, also providing for certain benefits to be paid to him in connection with a termination of his employment, and the award agreements for his equity awards provide for certain benefits to be paid to him in connection with a termination of his employment. Such benefits are described below in the section titled “Potential Payments on Termination or Change in Control.” Mr. Barker did not receive any severance benefits in connection with his retirement and voluntary resignation from employment, and any equity awards held by Mr. Barker that were unvested at the time of his termination of employment were forfeited without consideration. Mr. Schneider also received no severance payments or benefits in connection with his termination of employment and was not party to any agreements providing for any such payments or benefits. Other Benefits Messrs. Stone and White are eligible to participate (and Messrs. Barker and Schneider were eligible to participate during the time that they were employed by us) in our employee benefit plans, including our medical, dental, vision, group life,

  41. SUMMARY COMPENSATION TABLE FOR FISCAL YEARS 2023, 2022 AND 2021

    SUMMARY COMPENSATION TABLE FOR FISCAL YEARS 2023, 2022 AND 2021 The following table presents information regarding compensation of Messrs. Stone, White, Schneider and Barker, our only executive officers during fiscal year 2023, for services rendered during fiscal years 2023, 2022 and 2021. These individuals are referred to in this Proxy Statement as our “named executive officers.”

  42. SUMMARY COMPENSATION TABLE FOR FISCAL YEARS 2023, 2022 AND 2021

    | | | | | Stock | Option | Non-Equity Incentive Plan | Nonqualified Deferred Compensation | All Other | | | Name and Principal Positions(s) | Year | Salary ($) | Bonus(1) ($) | Awards(2) ($) | Awards ($) | Compensation(3) ($) | Earnings ($) | Compensation(4) ($) | Total ($) | | Paul Stone President and Chief Executive Officer | 2023 | 266,538 | 749,808 | 1,700,000 | — | — | — | 25,048 | 2,741,394 | | Joseph Schneider(5) Former Interim President and Interim Chief Executive Officer | 2023 | 664,615 | — | 250,000 | — | — | — | — | 914,616 | | Jon Barker(6) | 2023 | 243,750 | — | — | — | — | — | 6,675 | 250,425 | | Former President and Chief Executive Officer | 2022 | 975,000 | — | 2,249,984 | — | 491,880 | — | 9,008 | 3,725,872 | | | 2021 | 832,500 | 500,000 | 1,033,489 | — | 1,650,000 | — | 9,022 | 4,025,011 | | Jeff White | 2023 | 481,731 | 87,500 | 599,995 | — | — | — | 7,648 | 1,176,874 | | Chief Financial Officer and Secretary | 2022 | 358,654 | — | 449,997 | — | 60,121 | — | 7,874 | 876,646 | | | 2021 | 203,081 | 150,000 | 1,355,998 | — | 138,374 | — | 5,844 | 1,853,297 |

  43. SUMMARY COMPENSATION TABLE FOR FISCAL YEARS 2023, 2022 AND 2021

    (1) The amounts reported in the “Bonus” column of the table above for fiscal year 2023 include the following: for Mr. Stone a one-time signing bonus and a guaranteed pro-rated cash bonus paid to Mr. Stone at a target of 150% of his base salary as part of his employment agreement, and for, Mr. White a retention bonus to be paid in equal installments with the second portion to be paid in fiscal year 2024. The amounts reported in the “Bonus” column of the table above for fiscal year 2021 included the following: for Mr. Barker a one-time special bonus paid as part of Mr. Barker’s amended and restated employment agreement entered into as of January 21, 2022; for Mr. White a one-time special bonus paid as part of a special bonus letter agreement. (2) For Messrs. Stone, White and Schneider, this amount consists of restricted stock units subject to time-based vesting requirements (“time-based restricted stock units”) awarded in fiscal year 2023 with a grant date fair value of $1,699,999, $299,998 and $250,000, respectively. Additionally, for Mr. White it includes performance stock units subject to both time- and performance-based vesting requirements (“performance-based restricted stock units”) awarded in fiscal year 2023 with a grant date fair value of $299,998 (based on "target" level of performance, which the Company determined was the probable outcome of the applicable performance-based conditions on the grant date). If the highest level of performance was achieved, the grant date fair value of the performance-based restricted stock units awarded in fiscal year 2023 to Mr. White would be $599,995. For Messrs. Barker and White for fiscal year 2022, this amount consists of restricted stock units subject to time-based vesting requirements awarded in fiscal year 2022 with a grant date fair value of $1,124,992, and $224,999, respectively, and performance stock units subject to both time- and performance-based vesting requirements awarded in fiscal year 2022 with a grant date fair value of $1,124,992 and $224,998, respectively (based on the “target” level of performance, which the Company determined was the probable outcome of the applicable performance-based conditions on the grant date). If the highest level of performance was achieved, the grant date fair value of the performance-based restricted stock units awarded in fiscal year 2022 to Messrs. Barker and White would be $2,249,984 and $449,997, respectively. For Messrs. Barker and White for fiscal year 2021, this amount consists of time-based restricted stock units awarded in fiscal year 2021 with a grant date fair value of $1,033,489 and $1,355,998, respectively. (3) No incentive cash bonuses were earned by our named executive officers in 2023. The amounts reported in the “Non-Equity Incentive Plan Compensation” column of the table above for fiscal year 2022 consist of annual cash incentives (bonuses) that were paid to Messrs. Barker and White based on the Compensation Committee’s assessment of the Company’s Adjusted EBITDA, total gross margin and total revenue for fiscal year 2022 relative to pre-established goals and the named executive officer’s individual performance during fiscal year 2022. The amounts reported in the “Non-Equity Incentive Plan Compensation” column of the table above for fiscal year 2021 consist of annual cash incentives (bonuses) that were paid to Messrs. Barker and White based on the Compensation Committee’s assessment of the Company’s Adjusted EBITDA and total revenue for fiscal year 2021 relative to pre-established goals and the named executive officer’s individual performance during fiscal year 2021. The amounts reported in the “All Other Compensation” column of the table above for fiscal year 2023 include the following: for Mr. Stone: $20,934 reimbursement for reasonably incurred relocation expenses and $4,105 for reasonable legal fees incurred in connection with the negotiation of Mr. Stone’s employment agreement; for Mr. White, $7,648 of aggregate matching contributions

  44. SUMMARY COMPENSATION TABLE FOR FISCAL YEARS 2023, 2022 AND 2021

    | | 2024 Proxy Statement | 36 |

  45. SUMMARY COMPENSATION TABLE FOR FISCAL YEARS 2023, 2022 AND 2021

    under our 401(k) plan; and for Mr. Barker, $6,675 of aggregate matching contributions under our 401(k) plan. The amounts reported in the “All Other Compensation” column of the table above for fiscal year 2022 include the following: for Mr. Barker, $9,008 of aggregate matching contributions under our 401(k) plan; and for Mr. White, $7,874 of aggregate matching contributions under our 401(k) plan. The amounts reported in the “All Other Compensation” column of the table above for fiscal year 2021 include the following: for Mr. Barker $9,022 of aggregate matching contributions under our 401(k) plan; and for Mr. White $5,844 of aggregate matching contributions under our 401(k) plan. Mr. Schneider retired and voluntarily resigned from his positions as Interim President and Interim Chief Executive Officer, effective November 1, 2023, and as a member of the Board, effective December 31, 2023. (6) Mr. Barker retired and voluntarily resigned from his positions as President and Chief Executive Officer and as a member of the Board, effective April 14, 2023.

  46. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS The following table summarizes all plan-based awards granted to each of the named executive officers during fiscal year 2023:

  47. GRANTS OF PLAN-BASED AWARDS

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards Number of Shares of Stock or | Grant Date Fair Value of Stock and Option | | Name | Grant Date | Threshold | Target | Maximum | Threshold | Target | Maximum | Units | Awards | | | | ($) | ($) | ($) | (#) | (#) | (#) | (#) | ($)(2) | | Paul Stone | | | | | | | | | | | Restricted Stock Award - Time-Based | 11/1/2023 | — | — | — | — | — | — | 330,097 | 1,700,000 | | Joseph Schneider | | | | | | | | | | | Restricted Stock Award - Time-Based(4) | 4/14/2023 | — | — | — | — | — | — | 34,819 | 250,000 | | Jon Barker | | — | — | — | — | — | — | — | — | | Jeff White | | | | | | | | | | | 2023 Annual Incentive Bonus | 4/10/2023 | — | 302,295 | 604,590 | — | — | — | — | — | | Restricted Stock Award - Performance-Based(3) | 4/10/2023 | — | — | — | — | 35,714 | 71,428 | — | 299,998 | | Restricted Stock Award - Time-Based | 4/10/2023 | — | — | — | — | — | — | 35,714 | 299,998 |

  48. GRANTS OF PLAN-BASED AWARDS

    (1) The amounts reported in these columns represent the range of possible annual cash incentives (bonuses) to our named executive officers under the 2019 Performance Incentive Plan, based on the Compensation Committee’s assessment of the adjusted EBITDA margin, gross margin and net sales growth for fiscal year 2023 relative to pre-established goals and the named executive officer’s individual performance during fiscal year 2023. (2) The amounts reported in these columns represent the grant date fair value of restricted stock units subject to time-based vesting requirements or performance-based vesting requirements, as applicable, that were awarded in fiscal year 2023. (3) One-third of the target restricted stock units subject to each of these awards was forfeited in April 2024 upon the Compensation Committee certifying achievement against certain performance targets set for the fiscal year 2023. The unvested portion of the time-based restricted stock units that were granted to Mr. Schneider in fiscal year 2023 were immediately forfeited upon his retirement and voluntary resignation from employment with the Company in November 2023.

  49. GRANTS OF PLAN-BASED AWARDS

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  50. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END The following table presents information regarding the outstanding equity awards held by each of our named executive officers as of February 3, 2024, including the vesting dates for the portions of these awards that had not vested as of that date.

  51. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | | Stock Awards | | | | | Name | 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 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 | | | (#) | ($)(1) | (#) | ($)(1) | | Paul Stone | 330,097(2) | 1,221,359 | — | — | | Jon Barker | — | — | — | — | | Joseph Schneider | — | — | — | — | | Jeff White | 579(3) | 2,142 | 6,643(7) | 24,579 | | | 25,000(4) | 92,500 | 23,810(7) | 88,097 | | | 13,286(5) | 49,158 | — | — | | | 35,714(6) | 132,142 | — | — |

  52. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    (1) The market value of such award was calculated based on the $3.70 closing price of our common stock on February 2, 2024, the last trading day of fiscal year 2023. (2) The unvested portion of this time-based restricted stock unit award is scheduled to vest in three annual installments on November 1, 2024, November 1, 2025 and November 1, 2026, subject to continued employment or service. (3) The unvested portion of this performance-based restricted stock unit award is scheduled to vest in one annual installment on March 16, 2024, subject to continued employment or service. This amount represents the number of shares for which the performance condition has been satisfied. (4) The unvested portion of this time-based restricted stock unit award is scheduled to vest in one annual installment on September 23, 2024, subject to continued employment or service. (5) The unvested portion of this time-based restricted stock unit award is scheduled to vest in two annual installments on March 15, 2024 and March 15, 2025, subject to continued employment or service. (6) The unvested portion of this time-based restricted stock unit award is scheduled to vest in three annual installments on April 10, 2024, April 10, 2025 and April 10, 2026, subject to continued employment or service. (7) Represents the unvested portion of performance-based restricted stock unit awards for which the performance conditions have not been satisfied. Amount shown reflects the target payout level. The awards set forth in the “Outstanding Equity Awards at 2023 Fiscal Year-End” table above are restricted stock unit awards granted to Messrs. Stone, and White under the terms of our 2019 Performance Incentive Plan, which are described below under “—Equity Incentive Plans.” Each restricted stock unit represents a contractual right to receive one share of our Common Stock if the applicable time-based or performance-based vesting requirements, outlined in the footnotes to the table above, are satisfied. Messrs. Stone and White do not have the right to vote or dispose of the restricted stock units, but, in the event we pay dividends with respect to our Common Stock, Messrs. Stone and White would be credited with additional restricted stock units as dividend equivalents that are subject to the same vesting and payment terms as the underlying stock units. The unvested portions of the restricted stock unit awards are subject to accelerated vesting in certain circumstances as discussed below.

  53. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

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  54. FISCAL YEAR 2023 STOCK VESTED

    FISCAL YEAR 2023 STOCK VESTED The following table summarizes vesting of stock unit awards for each of our named executive officers during fiscal year 2023:

  55. FISCAL YEAR 2023 STOCK VESTED

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting | Value Realized on Vesting | | | (#) | ($) (1) | | Paul Stone | — | — | | Jon Barker | 248,502 | 2,068,321 | | Joseph Schneider | 17,408 | 94,090 | | Jeff White | 33,702 | 159,236 |

  56. FISCAL YEAR 2023 STOCK VESTED

    (1) The amount shown for the value realized on the vesting of stock unit awards equals the number of shares of our Common Stock acquired by our named executive officers upon vesting during fiscal year 2023 multiplied by the closing price of our Common Stock on the Nasdaq Stock Market on the applicable vesting date of the award (or, if the applicable vesting date falls on a date the Nasdaq Stock Market is closed, the closing price of the stock on the preceding date that the market is open).

  57. PENSION BENEFITS AND NONQUALIFIED DEFERRED COMPENSATION

    PENSION BENEFITS AND NONQUALIFIED DEFERRED COMPENSATION There were no deferred compensation or defined benefit plans in place for fiscal year 2023.

  58. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The following section describes the benefits that could have become payable to Messrs. Stone and White in each case in connection with a termination of the named executive officer's employment and/or a change of control of us under the circumstances described below. We had an employment agreement with Mr. Barker prior to his retirement and voluntary resignation. Mr. Barker did not receive any severance benefits in connection with his resignation. Mr. Schneider also received no severance payments or benefits in connection with his termination of employment and was not party to any arrangements providing for any such payments or benefits.

  59. Compensation Committee Interlocks and Insider Participation

    | SCT Components | Actual Values from SCT ($) | For CEO Pay Ratio: Annualized Values + One-Time Values ($) | Rationale | | Salary | 266,538 | 1,100,000 | Annualized salary | | Annual Incentive Bonus | 399,808 | 1,650,000 | Annualized incentive bonus | | Signing Bonus | 350,000 | 350,000 | Not annualized; One-time signing bonus | | Stock Awards | 1,700,000 | 1,700,000 | Not annualized; One-time award | | All Other Compensation | 25,048 | 25,048 | Not annualized; One-time payments | | Total CEO Pay | 2,741,394 | 4,825,048 | |

  60. Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures

    Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures As required by Item 402(v) of Regulation S-K, we are providing the following graphs to illustrate the relationship between the pay and performance figures that are included in the pay versus performance tabular disclosure above. In addition, the second graph below further illustrates the relationship between Company total shareholder return and that of the S&P 500 Retailing Industry Group Index. As noted above, “compensation actually paid” for purposes of the tabular disclosure and the following graphs were calculated in accordance with SEC rules and do not fully represent the actual final amount of compensation earned by or actually paid to our NEOs during the applicable years.

  61. Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures

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  62. Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures

    Compensation Actually Paid vs Net Income number in thousands tive TSR CAP in thousands

  63. Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures

    | | 2024 Proxy Statement | 49 |

  64. Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures

    Compensation Actually Paid vs Adjusted ESPCAP in thousands

  65. Overview of Director Compensation for Fiscal Year 2023

    Overview of Director Compensation for Fiscal Year 2023 Compensation for our non-employee directors under our current compensation program for our non-employee directors for fiscal year 2023 consisted of: ▪ an annual cash retainer of $85,000 (increased from $75,000 on June 7, 2023); ▪ an additional annual cash retainer of $130,000 for a non-employee director serving as Chairperson of the Board; ▪ an additional annual cash retainer of $15,000 for serving as Lead Independent Director; ▪ an additional annual cash retainer of $30,000 for serving as Chair of the Audit Committee; ▪ an additional annual cash retainer of $25,000 for serving as Chair of the Compensation Committee; and ▪ an additional annual cash retainer of $25,000 for serving as the Chair of our Nominating and Governance Committee. On the date of each annual meeting of stockholders, each non-employee director who is serving on our Board will be granted an award of restricted stock units. The number of restricted stock units subject to the award will be determined by dividing $100,000 ($115,000 in the case of a non-employee director serving as Chair of the Board) by the per-share closing price (in regular trading) of our Common Stock on the date of such annual meeting, rounded down to the nearest whole unit ("Annual RSU Award"). These restricted stock unit awards will vest in 12 substantially equal installments, subject to the non-employee director’s continued service as a director through each vesting date, with the first installment vesting one month following the date of grant and an additional installment vesting on each monthly anniversary of the date of grant thereafter for the next 11 months, except that the outstanding and unvested portion of the restricted stock unit award will vest in full (1) immediately prior to the first annual meeting of stockholders for the year following the year of grant of the award should such annual meeting occur before the first annual anniversary of the date of grant or (2) should a change in control of the Company occur and the director not continue to serve on the Board (or the board of a directors of a parent entity) following the change in control. Each such restricted stock unit award is made under and subject to the terms and conditions of the 2019 Plan (or any successor equity compensation plan approved by the Company’s stockholders and in effect at the time of grant) and is evidenced by, and subject to the terms and conditions of, a restricted stock unit award agreement in the form used by the Company to evidence restricted stock unit awards to our non-employee directors. To the extent then vested, the restricted stock units will generally be paid in an equal number of shares of our Common Stock as soon as practicable following the earlier to occur of (1) the date the non-employee director ceases to be a member of the Board or (2) the first anniversary of the grant date of the award. The restricted stock unit awards are generally forfeited as to the unvested portion of the award upon the non-employee director’s termination of service as a director for any reason. Each non-employee director may elect to defer the delivery of shares in settlement of any Annual RSU Award granted that would otherwise be delivered to such non-employee director on or following the date such restricted stock units vest (the “Deferral Election”). Any Annual RSU Award for which a Deferral Election has been properly submitted under the terms of the director compensation policy will be settled in a single lump sum installment in whole shares on the earlier of (a) immediately prior to the occurrence of a change in the ownership of the Company, a change in the effective control of the Company, or a change in the ownership of a substantial portion of the assets of the Company, all within the meaning of Treasury Regulation Section 1.409A-3; or (b) within 60 days following the date of separation from service or death of such director. In the case of a new non-employee director who is initially appointed or elected to the Board on a date other than the date of an annual meeting of stockholders (commencing following the Annual Meeting), the non-employee director will be eligible to receive a pro-rated cash retainer and an equity award on the date of such initial appointment or election.

  66. Overview of Director Compensation for Fiscal Year 2023

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  67. Overview of Director Compensation for Fiscal Year 2023

    For these purposes, our non-employee directors are members of our Board who are not employed by the Company or one of its subsidiaries. A member of our Board who is employed by the Company or one of its subsidiaries receives no compensation from us for their service as a member of our Board. We reimburse all of our directors for reasonable expenses incurred to attend Board meetings.

  68. Director Compensation for Fiscal Year 2023

    Director Compensation for Fiscal Year 2023 The following table presents information regarding the compensation paid to each of our non-employee directors for the fiscal year ended February 3, 2024. The compensation paid to Messrs. Stone, Schneider and Barker in their capacity as employees of the Company is presented in the Executive Compensation disclosure starting on page 24. Messrs. Stone and Barker were not entitled to receive additional compensation for their service as a director. Mr. Schneider was not entitled to compensation for service as a non-employee director for the period of fiscal year 2023 that he served as our Interim President and Interim Chief Executive Officer.

  69. Director Compensation for Fiscal Year 2023

    | | Fee Earned or Paid in Cash | Stock Awards | Total | | Name | ($) | ($)(1)(2) | ($) | | Richard McBee | 116,607 | 99,998 | 216,605 | | Steven Becker(3) | 2,385 | 36,709 | 39,094 | | Martha Bejar | 115,774 | 99,998 | 215,772 | | Erica Fortune | 67,047 | 99,998 | 167,045 | | Gregory P. Hickey | 90,000 | 99,998 | 189,998 | | Nancy A. Walsh | 105,000 | 99,998 | 204,998 | | Steven Sansom(4) | 31,525 | 72,601 | 104,125 | | Philip C. Williamson | 84,668 | 99,998 | 184,666 | | Joseph Schneider(5) | 75,696 | 19,215 | 94,910 |

  70. Director Compensation for Fiscal Year 2023

    (1) The amount reported in the “Stock Awards” column of the table above represents, for each non-employee director who received such an award, the fair value on the grant date of the restricted stock unit award granted to the non-employee director in connection with the 2023 Annual Meeting or, with respect to non-employee directors who joined our Board or regained status as non-employee directors during fiscal year 2023, their pro rata grants. This value has been determined under the principles used to calculate the grant date fair value of equity awards for purposes of our financial statements and in accordance with ASC 718 and reflects the number of shares of our Common Stock subject to the restricted stock units awarded to the non-employee director multiplied by the closing price of a share of our Common Stock on the date of grant of the award. (2) The following table shows the number of shares of our Common Stock subject to stock units vested but not paid, and unvested, restricted stock unit awards held by each of our non-employee directors as of February 3, 2024. We have not granted any equity awards other than restricted stock unit awards to any of our non-employee directors.

  71. Director Compensation for Fiscal Year 2023

    | | Shares Subject to Units Vested But Not Paid | Shares Subject to Unvested Units | | Name | (#) | (#) | | Richard McBee | 12,626 | 6,313 | | Steven Becker(3) | - | 8,803 | | Martha Bejar | 12,626 | 6,313 | | Erica Fortune | 12,626 | 6,313 | | Gregory P. Hickey | 12,626 | 6,313 | | Nancy A. Walsh | 12,626 | 6,313 | | Steven Sansom(4) | 11,173 | 8,938 | | Philip C. Williamson | 12,626 | 6,313 |

  72. Director Compensation for Fiscal Year 2023

    (3) Mr. Becker was appointed to the Company's Board of Directors effective January 24, 2024. (4) Mr. Sansom was appointed to the Company's Board of Directors effective September 15, 2023. (5) Mr. Schneider resigned from the Board of Directors on December 31, 2023. Our Board reserves the right to modify the new compensation program for our non-employee directors and the compensation arrangements for Board members from time to time.

  73. Director Compensation for Fiscal Year 2023

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