DEF 14A of Sportsman's Warehouse Holdings, Inc., Apr 16, 2025

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

Filed Apr 16, 2025 · FY20240000950170-25-054732

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, 58 Board Member Director Since: January 2024 SPWH Committees: ▪ Chair of the Compensation Committee ▪ 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

    | Steven Sansom, 56 Board Member Director Since: September 2023 SPWH Committees: ▪ Member of the Compensation Committee ▪ Member of the Audit 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 Viome Life Sciences. 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. |

  4. Nominees for Election as Directors at this Annual Meeting

    | Martha Bejar, 63 Board Member Director Since: February 2019 SPWH Committees: ▪ Chair of the Nominating and Governance Committee ▪ Member of the Audit Committee | KEY EXPERIENCE ▪ Senior Operating Partner at DaGrosa Capital Partners. ▪ Co-Founder Red Bison Advisory Group - provide business advisory services between USA and Asia. ▪ 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, governance, compensation and audit, currently serving as a director of Lumen Technologies, Inc.; CommVault Systems, Inc.; and Quadient S.A. (resigning in June 2025); and previously serving as a director of Polycom Inc.; and Mitel Systems. SKILLS AND QUALIFICATIONS ▪ Extensive board expertise across governance, compensation, and audit, with a proven track record of oversight and strategic leadership. ▪ Executive leadership experience; technical expertise and extensive experience in the communications, technology industries and governance. ▪ 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. |

  5. Nominees for Election as Directors at this Annual Meeting

    | Richard McBee, 61 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. |

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

    Directors Continuing in Office Until Our 2026 Annual Meeting of Stockholders

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

    | Nancy A. Walsh, 64 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. |

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

    | Paul Stone, 55 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. |

  9. 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.

  10. Skills Matrix

    | Skills | McBee | Becker | Bejar | Sansom | Stone | Walsh | | Retail / Sporting Goods | | X | | | X | X | | E-Commerce / Digital | X | | | | X | X | | Supply Chains & Logistics | X | | | | X | | | Finance / Audit / Risk Management | | | X | X | | X | | Board / Public Company Governance | X | X | X | | | X | | M&A / Capital Markets | X | X | X | X | | X | | Customer / Marketing / Branding | | | X | X | X | X | | Human Capital / Culture | X | X | | | X | | | CEO Experience | X | X | X | X | X | | | Shareholder Communication & Alignment | X | X | X | X | X | X |

  11. Skills Matrix

    | Skills | Qualifications for the Skill | | Retail / Sporting Goods | Experience in multi-location retail, sporting gear, or outdoor products. | | E-Commerce / Digital | Expertise in online retail, digital marketing, and omni-channel strategy. | | Supply Chains & Logistics | Experience in inventory, sourcing, distribution, and fulfillment. | | Finance / Audit / Risk Management | Financial or accounting experience and an understanding of financial reporting, internal controls and compliance, which may include experience as a Chief Financial Officer, a licensed Certified Public Accountant, or a member of an audit committee of another company, and experience overseeing and managing company risk, including experience in information security, data privacy and cybersecurity. | | Board / Public Company Governance | Experience as director or officer of a publicly listed company, with knowledge of SEC and Nasdaq regulations. | | M&A / Capital Markets | Experience in executing and/or overseeing acquisitions of companies and capital-raising transactions. | | Customer / Marketing / Branding | Expertise in customer segmentation, loyalty, and brand positioning. | | Human Capital / Culture | Experience in talent development, retention, and leadership alignment, including managing and developing a large workforce, managing compensation, and/or managing other human capital initiatives. | | CEO Experience | Strategic executive leadership during periods of growth or disruption, including defining and driving strategic direction and growth and managing the operations of a business or large organization. |

  12. Skills Matrix

    | Skills | Qualifications for the Skill | | Shareholder Communication & Alignment | Experience in aligning shareholder interests with the board’s vision and company performance, including through communication with shareholders to build trust and transparency with regular updates, reports, and meetings. |

  13. Nominees for Election

    Nominees for Election Upon the recommendation of the Nominating and Governance Committee, the Board has nominated Mr. Becker, Ms. Bejar, Mr. McBee and Mr. Sansom for election to the Board to serve until the 2026 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. 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. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES NAMED IN THIS PROXY STATEMENT. CORPORATE GOVERNANCE

  14. Objectives, Philosophy and Elements of Executive Compensation

    Objectives, Philosophy and Elements of Executive Compensation Our compensation program aims to achieve the following main objectives: ▪ align the interests of our executives with those of the stockholders; ▪ attract, motivate, reward and retain the top contributors upon whom, in large part, our success depends; ▪ be competitive with compensation programs for companies of similar size and complexity with whom we compete for talent, including direct competitors; ▪ provide compensation based upon the short-term and long-term performance of both the individual executive and the Company; and ▪ strengthen the relationship between pay and performance by emphasizing variable, at-risk compensation that is dependent upon the successful achievement of specified corporate and individual goals. Our executive compensation program generally consists of, and is intended to strike a balance among, the following three principal components: base salary, annual performance-based bonuses and long-term incentive compensation (both cash-based and equity-based). We also provide some of our executive officers with benefits available to all our employees, including retirement benefits under the Company’s 401(k) plan and participation in employee benefit plans. 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. FW Cook proposed, and the Compensation Committee approved, a group of companies that would be appropriate peers based on Sportsman’s Warehouse’s industry focus and size based on employee headcount, revenues and market capitalization. The peer group with respect to fiscal year 2024 is as follows:

  15. Objectives, Philosophy and Elements of Executive Compensation

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

  16. Objectives, Philosophy and Elements of 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 2024. 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 2024 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.”

  17. Fiscal Year 2024 Executive Compensation Program

    Fiscal Year 2024 Executive Compensation Program Base Salary In connection with Mr. Stone's appointment as Chief Executive Officer in November 2023, he entered into an employment agreement, pursuant to which his annual base salary was set at $1,100,000, and his salary remained at that level for fiscal 2024. In March 2024, Mr. White's base annual salary was increased from $475,000 to $489,000. 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. Paul Stone's employment agreement provides for a target annual bonus opportunity of 150% of his base salary beginning for fiscal year 2024. Mr. White’s target annual bonus opportunity was increased from 70% for fiscal year 2023 to 75% for fiscal year 2024. For the fiscal 2024, we maintained an annual bonus program (the “FY 2024 Bonus Program”), pursuant to which Mr. Stone and Mr. White were eligible to earn a cash bonus based upon the achievement of certain corporate goals, which consisted of “pre-tax income” goals and “sales” goals, with such goals weighted 75% and 25%, respectively, as set forth below:

  18. Fiscal Year 2024 Executive Compensation Program

    | 2024 Bonus Target | | | | | Pre-tax (Loss) Income | Bonus % | Sales Metric | Bonus % | | $(775,000) | 50% | $1,207,500,000 | 50% | | $(530,000) | 60% | $1,209,000,000 | 60% | | $(285,000) | 70% | $1,210,500,000 | 70% | | $(40,000) | 80% | $1,212,000,000 | 80% | | $205,000 | 90% | $1,213,500,000 | 90% | | $450,000 | 100% | $1,215,000,000 | 100% | | $955,000 | 110% | $1,218,175,000 | 110% | | $1,460,000 | 120% | $1,221,350,000 | 120% | | $1,965,000 | 130% | $1,224,525,000 | 130% | | $2,470,000 | 140% | $1,227,700,000 | 140% | | $5,500,000 | 150% | $1,230,875,000 | 150% | | $8,362,500 | 175% | $1,238,812,500 | 175% | | $11,000,000 | 200% | $1,246,750,000 | 200% |

  19. Fiscal Year 2024 Executive Compensation Program

    In April 2025, the Committee reviewed the Company’s achievement against these goals and determined that for fiscal year 2024, pre-tax income was equal to $31,128,000 and sales were equal to $1,197,633,000. As these results were below the threshold level necessary to result in payment of a bonus under the annual bonus program, no bonuses were paid under the program, demonstrating the Company’s commitment to aligning pay and performance. Long-Term Compensation: Cash Awards Both Paul Stone and Jeff White were granted a long-term incentive plan award (“LTIP Award”) on April 1, 2024. As shown in the table below, each LTIP Award was based on the achievement of goals relating to adjusted EBITDA margin and leverage ratio weighted 50% and 50%, respectively. Mr. Stone’s target award is $1,000,000 and Mr. White’s target award is $500,000, and the LTIP Award provides for the ability to earn between 0% and 200% of the target award, depending on performance. The LTIP Award is structured such that there are separate goals for each of fiscal 2024, 2025 and 2026, with one-third of the award allocated to each year, and with performance interpolated between threshold and target, and between target and maximum for each year. The portion of the LTIP Award that is deemed eligible to vest with respect to a particular fiscal year will vest on the third anniversary of the grant date and be paid within 30 days thereafter, subject to the executive’s continued service though the vesting date. The goals for fiscal year 2024 are set forth below, and as noted below neither the Adjusted EBITDA threshold nor the Leverage Ratio threshold were met with respect to fiscal 2024. As such, no portion of the award associated with fiscal year 2024 is eligible to vest, demonstrating our commitment to aligning pay and performance.

  20. Fiscal Year 2024 Executive Compensation Program

    | Adjusted EBITDA Margin Goals | Adjusted EBITDA Margin Results | Leverage Ratio Goals | Total Gross Margin Results | | Threshold: 0% payout if <= 3.00% | 2.5% (0% payout) | Threshold: 0% payout if >= 2.50 | 3.33 (0% payout) | | Target: 100% payout at 4.8% | | Target: 100% payout at <= 2.00 | | | Maximum: 200% payout at 6.00% | | Maximum: 200% payout at 1.75 | |

  21. Equity Grants in 2024

    Equity Grants in 2024 Time-Based Awards – Mr. Stone In April 2024, we granted 404,530 time-based restricted stock units to Mr. Stone, which vest in three substantially equal installments on April 1, 2025, April 1, 2026, and April 1, 2027. In May 2024, we granted 124,610 time-based restricted stock units to Mr. Stone, which vest in three substantially equal installments on May 1, 2025, May 1, 2026, and May 1, 2027. The vesting of each grant is subject to Mr. Stone’s continued employment with us. Performance-Based Awards – Mr. Stone and Mr. White and Certification of Achievement In addition, in April 2024, we granted 404,530 performance-based restricted stock units to Mr. Stone and 161,812 performance-based restricted stock units to Mr. White. Such awards were eligible to vest with respect to between 0% and 100% of the target number of restricted stock units based on our actual EBITDA (as such term is defined in the award agreements and summarized below), for fiscal year 2024.Upon determination of the number of restricted stock units eligible to vest, the award would then be subject to cliff-based vesting, generally requiring service through the third anniversary of the date of grant.

  22. Equity Grants in 2024

    | FY 2024 EBITDA | | | Actual Level of EBITDA | Vesting Eligibility Percentage | | $48,000,000 | 0% | | $48,200,000 | 10% | | $48,400,000 | 20% | | $48,600,000 | 30% | | $48,800,000 | 40% | | $49,000,000 | 50% | | $49,200,000 | 60% | | $49,400,000 | 70% | | $49,600,000 | 80% | | $49,800,000 | 90% | | $50,000,000 | 100% |

  23. Equity Grants in 2024

    In March 2025, the Compensation Committee determined that, because the actual level of EBITDA for fiscal year 2024 was $29,618,000 for purposes of these awards, the Company did not achieve the required performance for any portion of the restricted stock units to become eligible to vest, and they were thus forfeited. We believe that this demonstrates our commitment to a pay-for-performance philosophy.

  24. Certification of Achievement of Vesting of 2023 Performance-Based Awards

    Certification of Achievement of Vesting of 2023 Performance-Based Awards 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 2024 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 2024, as follows:

  25. Certification of Achievement of Vesting of 2023 Performance-Based Awards

    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 2024. In March 2025, the Compensation Committee determined that, because the actual total return on invested capital and total operating income for fiscal year 2024 were 4.5% and 1.5%, respectively, 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 2024 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.

  26. 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 Mr. White in the target amount of 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 2024 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 2024, as follows:

  27. 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 2024 fiscal year. For purposes of these awards, “adjusted EPS” means the Company’s earnings per share of Common Stock for fiscal year 2024 as determined in accordance with GAAP, without taking into account cash bonuses paid with respect to fiscal year 2024. The Compensation Committee must also adjust “total revenue” and “adjusted EPS” for certain events; however, none of those events occurred during fiscal year 2024. In March 2025, the Compensation Committee determined that, because the actual total revenue and adjusted EPS for fiscal year 2024 were $1,197,633,000 and $(0.53), respectively, 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 2024 to vest and therefore determined that such portion of the target performance-based restricted stock units was forfeited. This illustrates the pay program's alignment between actual Company performance and delivered pay.

  28. 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; however, we have entered into a severance agreement with Mr. White that is described below. 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.” Other Benefits Messrs. Stone and White are eligible to participate in our employee benefit plans, including our medical, dental, vision, group life, disability and accidental death and dismemberment insurance plans, in each case on the same basis as all of our other employees. We provide a 401(k) plan to our employees, including our named executive officers, as discussed in the section below entitled "Defined Contribution Plan." We do not generally provide perquisites or personal benefits to our named executive officers.

  29. SUMMARY COMPENSATION TABLE FOR FISCAL YEARS 2024 and 2023

    SUMMARY COMPENSATION TABLE FOR FISCAL YEARS 2024 and 2023 The following table presents information regarding compensation of Messrs. Stone and White, our only executive officers during fiscal year 2024, for services rendered during fiscal years 2024 and 2023. These individuals are referred to in this Proxy Statement as our “named executive officers.”

  30. SUMMARY COMPENSATION TABLE FOR FISCAL YEARS 2024 and 2023

    | | | | | Stock | Non-Equity Incentive Plan | Nonqualified Deferred Compensation | All Other | | | Name and Principal Positions(s) | Year | Salary ($) | Bonus(1) ($) | Awards(2) ($) | Compensation(3) ($) | Earnings ($) | Compensation(4) ($) | Total ($) | | Paul Stone | 2024 | 1,100,000 | — | 2,899,994 | — | — | 2,129 | 4,002,123 | | President and Chief Executive Officer | 2023 | 266,538 | 749,808 | 1,699,999 | — | — | 25,048 | 2,741,393 | | Jeff White | 2024 | 486,846 | 87,500 | 499,999 | — | — | 2,165 | 1,076,510 | | Chief Financial Officer and Secretary | 2023 | 481,731 | 87,500 | 599,995 | — | — | 7,648 | 1,176,874 |

  31. SUMMARY COMPENSATION TABLE FOR FISCAL YEARS 2024 and 2023

    (1) The amounts reported in the “Bonus” column of the table above for fiscal year 2024 include the following: for Mr. White the second installment of a cash retention bonus paid in two equal installments in fiscal years 2023 and 2024. 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 the first installment of a cash retention bonus paid in two equal installments in fiscal years 2023 and 2024. (2) The amounts reported in the “Stock Awards” column of the table above for fiscal year 2024 include the following: for Messrs. Stone and White, the amounts include performance stock units subject to both time- and performance-based vesting requirements (“performance-based restricted stock units”) awarded in fiscal year 2024 with grant date fair values of $1,249,998 and $499,999, respectively (based on "target" level of performance, which the Company determined was the probable outcome of the applicable performance-based conditions on the grant date). Additionally, for Mr. Stone, the amount for fiscal year 2024 includes restricted stock units subject to time-based vesting requirements ("time-based restricted stock units") awarded in fiscal year 2024 with a grant date fair value of $1,649,996. The amounts reported in the “Stock Awards” column of the table above for fiscal year 2023 include the following: for Messrs. Stone and White, the amounts include time-based restricted stock units awarded in fiscal year 2023 with grant date fair values of $1,699,999 and $299,998, respectively. Additionally, for Mr. White the amount for fiscal year 2023 includes 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). (3) No incentive cash bonuses were earned by our named executive officers in 2024 or 2023. The amounts reported in the “All Other Compensation” column of the table above for fiscal year 2024 include the following: for Mr. Stone, employer contributions to a health savings account; and for Mr. White, employer contributions to a health savings account. 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 and for Mr. White, $7,648 of aggregate matching contributions under our 401(k) plan.

  32. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END The following table presents information regarding the outstanding equity awards held by each of our named executive officers as of February 1, 2025, including the vesting dates for the portions of these awards that had not vested as of that date.

  33. OUTSTANDING EQUITY AWARDS AT 2024 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 | 220,065(2) | 448,933 | — | — | | | 404,530(3) | 825,241 | — | — | | | 124,610(4) | 254,204 | — | — | | | — | — | 404,530(7) | 825,241 | | Jeff White | 6,643(5) | 13,552 | — | — | | | 23,810(6) | 48,572 | — | — | | | — | — | 161,812(7) | 330,096 |

  34. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    (1) The market value of such award was calculated based on the $2.04 closing price of our common stock on January 31, 2025, the last trading day of fiscal year 2024. (2) The unvested portion of this time-based restricted stock unit award is scheduled to vest in two annual installments on November 1, 2025 and November 1, 2026, subject to continued employment or service. (3) The unvested portion of this time-based restricted stock unit award is scheduled to vest in three annual installments on April 1, 2025, April 1, 2026 and April 1, 2027, subject to continued employment or service. (4) The unvested portion of this time-based restricted stock unit award is scheduled to vest in three annual installments on May 1, 2025, May 1, 2026 and May 1, 2027, subject to continued employment or service. (5) The unvested portion of this time-based restricted stock unit award is scheduled to vest in one annual installments on 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 two annual installments on 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 were not satisfied and were subsequently forfeited. Amount shown reflects the target payout level. The awards set forth in the “Outstanding Equity Awards at 2024 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.

  35. 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 in control of us under the circumstances described below.

  36. 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. Compensation Actually Paid vs Net Income number in thousands Compensation Actually Paid vs Adjusted ESPCAP in thousands All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.

  37. Overview of Director Compensation for Fiscal Year 2024

    Overview of Director Compensation for Fiscal Year 2024 Compensation for our non-employee directors under our current compensation program for our non-employee directors for fiscal year 2024 consisted of: ▪ an annual cash retainer of $85,000; ▪ an additional annual cash retainer of $130,000 for a non-employee director serving as Chair 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 Amended 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. 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.

  38. Director Compensation for Fiscal Year 2024

    Director Compensation for Fiscal Year 2024 The following table presents information regarding the compensation paid to each of our non-employee directors for the fiscal year ended February 1, 2025. Mr. Stone, our Chief Executive Officer, does not receive any additional compensation for his service as a director. The compensation paid to Mr. Stone is presented in the Summary Compensation Table under “Executive Compensation” starting on page 24.

  39. Director Compensation for Fiscal Year 2024

    | | Fee Earned or Paid in Cash | Stock Awards | Total | | Name | ($) | ($)(1)(2) | ($) | | Richard McBee | 215,000 | 114,997 | 329,997 | | Steven Becker | 104,418 | 99,998 | 204,416 | | Martha Bejar | 110,000 | 99,998 | 209,998 | | Erica Fortune(3) | 27,321 | - | 27,321 | | Greg Hickey(3) | 27,321 | - | 27,321 | | Steven Sansom | 85,000 | 99,998 | 184,998 | | Nancy A. Walsh | 115,000 | 99,998 | 214,998 | | Philip Williamson(3) | 35,357 | - | 35,357 |

  40. Director Compensation for Fiscal Year 2024

    (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 2024 Annual Meeting. 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 1, 2025. We have not granted any equity awards other than restricted stock unit awards to any of our non-employee directors.

  41. Director Compensation for Fiscal Year 2024

    | | Shares Subject to Units Vested But Not Paid | Shares Subject to Unvested Units | | Name | (#) | (#) | | Richard McBee | 21,718 | 10,859 | | Steven Becker | 18,885 | 9,443 | | Martha Bejar | 18,885 | 9,443 | | Steven Sansom | 18,885 | 9,443 | | Nancy A. Walsh | 18,885 | 9,443 |

  42. Director Compensation for Fiscal Year 2024

    (3) Each of Ms. Fortune, Mr. Hickey and Mr. Williamson resigned from our Board, effective May 30, 2024, immediately prior to the commencement of the 2024 annual meeting of stockholders. 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.