DEF 14A of Grocery Outlet Holding Corp., Apr 19, 2024

DEF 14A of Grocery Outlet Holding Corp.

Filed Apr 19, 2024 · FY20230001104659-24-049431

Open on EDGAR

  1. To be held on Monday, June 3, 2024 11:00 a.m. Pacific Daylight Time

    | NAMED EXECUTIVE OFFICER COMPENSATION TABLES | 65 | | Summary Compensation Table in Fiscal Years 2023, 2022 and 2021 | 65 | | Grants of Plan-Based Awards in Fiscal Year 2023 | 67 | | Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards | 68 | | Outstanding Equity Awards at 2023 Fiscal Year End | 69 | | Option Exercises and Stock Vested During Fiscal Year 2023 | 70 | | Potential Payments Upon Termination or Change in Control | 71 | | Pay Versus Performance | 75 | | CEO PAY RATIO | 81 | | CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 82 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 84 | | SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS | 86 | | PROPOSALS FOR CONSIDERATION AT ANNUAL MEETING | 87 | | Proposal 1—Election of Class II Directors | 87 | | Proposal 2—Ratification of Independent Registered Public Accounting Firm | 88 | | Proposal 3—Advisory (Non-Binding) Vote to Approve the Company’s Named Executive Officer Compensation | 89 | | ADDITIONAL INFORMATION | 90 | | Frequently Asked Questions About the Proxy Materials and the Annual Meeting | 90 | | Delinquent Section 16(a) Reports | 95 | | OTHER MATTERS | 96 | | Availability of Fiscal Year 2023 Annual Report to Stockholders | 96 | | Stockholder Proposals and Director Nominations for the 2025 Annual Meeting of Stockholders | 96 | | Delivery of Documents to Stockholders Sharing an Address | 97 | | Transfer Agent Information | 97 | | Forward-Looking Statements | 97 | | Annex A—Non-GAAP Financial Measures | A-1 |

  2. CLASS II DIRECTOR NOMINEES AS OF RECORD DATE

    CLASS II DIRECTOR NOMINEES AS OF RECORD DATE Our board of directors (“Board of Directors” or “Board”) has nominated each of the three Class II directors listed below to be elected at the 2024 Annual Meeting for terms effectively ending in 2026. In 2022, we amended our Amended and Restated Certificate of Incorporation to declassify our Board following approval by our stockholders. The charter now provides that directors will be elected for a three-year term, but that the term of all classes of directors will terminate at the 2026 annual meeting of stockholders.

  3. CLASS II DIRECTOR NOMINEES AS OF RECORD DATE

    | NAME | AGE | POSITION | | Mary Kay Haben | 68 | Independent director (since Nov. 2019) Chair of the Nominating and Corporate Governance Committee | | Gail Moody-Byrd | 66 | Independent director (since Jan. 2021) Member of the Audit and Risk Committee | | Jeffrey R. York | 60 | Independent director (since Nov. 2010) Member of the Audit and Risk Committee |

  4. Board of Directors

    Board of Directors

  5. 2024 Class II Director Nominees

    2024 Class II Director Nominees

  6. 2024 Class II Director Nominees

    | MARY KAY HABEN, Independent Director | | | | Age: 68 Director Since: Nov. 2019 Committees • Nominating and Corporate Governance (Chair, since Feb. 2023; Member, since Nov. 2019) • Audit and Risk (Nov. 2019 to June 2021) | | Career Highlights Since 2011, she has been an outside director for various public companies since her retirement. Apr. 2007 to Feb. 2011, she held senior positions with Wm. Wrigley Jr. Company, a confectionery company, including President, North America (Oct. 2008 to Feb. 2011) and Group Vice President and Managing Director, North America (Apr. 2007 to Oct. 2008). Wrigley was public until October 2008, following which it became a subsidiary of Mars, Incorporated. Prior, she led several multi-billion divisions during her 27-year career with Kraft Foods, Inc., a grocery manufacturing and processing conglomerate, including Senior Vice President, Open Innovation (2006 to 2007), Senior Vice President, Global Snack Sector (2004 to 2006), and Group Vice President, Kraft Foods and President, Cheese, Enhancers and Meals (2001 to 2004). Public Company Boards | |

  7. 2024 Class II Director Nominees

    | Current The Hershey Company (since Aug. 2013), a global confectionery leader. NYSE: HSY • Compensation and Human Capital Committee (Aug. 2013 to May 2017, and since May 2018) • Finance and Risk Management Committee (2018, and since 2023) • Governance Committee (Chair, 2018 to 2022; Member, Jan. 2016 to 2022) • Executive Committee (2018 to 2022) Equity Residential (since July 2011), a REIT engaged in the acquisition, development and management of multi-family properties. NYSE: EQR • Compensation Committee (Chair, since 2016; Member, since 2013) • Audit Committee (2011 to 2013) • Corporate Governance Committee (since 2012) | Prior Bob Evans Farms, Inc. (Aug. 2012 to Jan. 2018), a leading producer and distributor of food products. Nasdaq: BOBE (company sold and went private in Jan. 2018) • Lead Independent Director (Aug. 2015 to Jan. 2018) • Non-Executive Chair of the Board (Oct. 2014 to Aug. 2015) • Compensation Committee (Apr. 2015 to Jan. 2018) • Nominating and Corporate Governance Committee (2016 to Jan. 2018) • Audit Committee (Aug. 2012 to 2014) • Finance Committee (Aug. 2012 to 2014) |

  8. 2024 Class II Director Nominees

    | Other Information Ms. Haben was named to the 2020 National Association of Corporate Directors Directorship 100™, which honors the most |

  9. 2024 Class II Director Nominees

    | Page | 13 | Grocery Outlet 2024 Proxy Statement | |

  10. 2024 Class II Director Nominees

    | influential boardroom leaders each year. She has served and chaired various alumni and foundation boards of the University of Michigan and Illinois, and is active in various non-profit boards. She received a Bachelor of Science in Business Administration from the University of Illinois, and a Master of Business Administration in Marketing from the University of Michigan, Ross School of Business. Skills and Qualifications Relevant to Service on our Board • Possesses substantial M&A, operating, digital, marketing, and brand management and development experience from long-term senior executive roles for consumer-packaged goods/food companies, including a strong track record in delivering value to shareholders and consumers through brand building, developing new products, innovation and implementation of business strategies in various markets and media platforms. Has deep knowledge of and ability to analyze the overall consumer-packaged goods industry, evolving market dynamics and consumers’ relationships with brands. Executive experience also included numerous years of direct reports in sales, R&D and supply chain. • Long-tenured current board member of two public companies, and a former long-term board member of a third public company. Significant oversight expertise in governance, compensation, finance, digital transformations and AI, digital and social marketing, supply chain strategy, ESG and enterprise risk management (including cybersecurity risks) from serving on public company boards, including numerous leadership and board committee roles, since her retirement in 2011. Experience includes two significant directorships with consumer-packaged goods/food companies. • The breadth of experience and expertise leading boards and board committees, as well as serving in executive management roles, enable her to provide critical insights in overseeing and partnering with management. |

  11. 2024 Class II Director Nominees

    | Page | 14 | Grocery Outlet 2024 Proxy Statement | |

  12. 2024 Class II Director Nominees

    | GAIL MOODY-BYRD, Independent Director | | | | Age: 66 Director Since: Jan. 2021 Committees • Audit and Risk (since Jan. 2021) | | Career Highlights Since March 2022, Vice President, Marketing of LinkedIn Sales Solutions at LinkedIn Corporation, the world’s largest social professional network and a division of Microsoft Corporation. November 2018 to February 2022, Chief Marketing Officer of Noodle.ai, a software company focused on AI innovation in the global supply chain industry. September 2007 to October 2018, served various sales and marketing positions at SAP SE, a multinational enterprise software application company, including most recently as Vice President, Head of Web Marketing (Jan. 2018 to Oct. 2018), and Senior Director, Growth Strategies, Digital and Social Channels (May 2017 to Dec. 2017). February 2001 to August 2007, served various marketing and corporate development positions at Palm, a software developer and manufacturer of smartphones for consumers and enterprises. In prior years, she had retail industry roles with divisions of Federated Department Stores and Target Corporation, with Levi, Strauss & Co., as well as retail consultant roles with McKinsey & Company and Walker K. Levy Associates. Public Company Boards None Other Information She is a seven-year member of the Board of Directors of Juma Ventures, a non-profit that strives to break the cycle of poverty for underserved youth across America. She received a Bachelor of Arts in Economics from Spelman College, and a Master of Business Administration from Harvard Business School. Skills and Qualifications Relevant to Service on our Board • Developed significant marketing and brand management expertise, including in driving brand awareness and demand generation as well as leading technology and data-driven consumer marketing, through more than 35 years in B2B technology marketing and retail/wholesale industry consulting, merchandising and planning. • Early career focused on retail industry matters, including serving as a retail consultant for national and global brands, as well as a merchandiser, buyer, and brand manager. At Noodle.ai, she drove brand awareness and revenue generation for a high-growth supply chain software company targeting global consumer packaged goods companies. • Has had recent involvement in strategic planning and other executive management matters at LinkedIn, and operated as a member of the C-suite at Noodle.ai, including quarterly board meeting presentations with the private equity-led board. • At SAP, she spent five years as the digital marketing lead for the SAP Community Network, an online loyalty community of over 2 million customers undertaking various stages of large-scale digital transformations through SAP software implementations, thereby developing familiarity with various stages of the customer experience in such projects. | |

  13. 2024 Class II Director Nominees

    | Page | 15 | Grocery Outlet 2024 Proxy Statement | |

  14. 2024 Class II Director Nominees

    | JEFFREY R. YORK, Independent Director | | | | Age: 60 Director Since: Nov. 2010 Committees • Audit and Risk (from Nov. 2014 to June 2021, and since July 2022) • Compensation (Nov. 2019 to July 2022) | | Career Highlights Since June 2020, serves as Special Advisor to Sobeys, Inc., the second largest food retailer in Canada with over 1,500 stores operating across Canada under a variety of names. June 2020 to January 2024, served as Partner, Farm Boy Stores Inc., a Canadian specialty grocery retailer. Nov. 2009 to June 2020, served as Co-Chief Executive Officer and President of Farm Boy, Inc. 1989 to 2009, served in various roles at Giant Tiger Stores Ltd., a Canadian extreme value discount store chain, including as President and Chief Operating Officer (1999 to 2009). 1986 to 1989, served with Ward Mallette, Chartered Accountants, where he obtained a chartered accountant/CPA designation. Public Company Boards None Other Information Mr. York currently serves as Chairman and a member of the Boards of Directors (and the Audit Committee) of the following Canadian public companies: Braille Energy Systems, Inc. (TSX-V: BES), a manufacturer of race car batteries and other energy storage devices; Stria Lithium (TSX-V: SRA), a junior mineral exploration company with lithium claims in Northern Quebec; and Focus Graphite (TSX-V: FMS), an advanced exploration and mining company. He received a Bachelor of Arts in Economics from Princeton University. Skills and Qualifications Relevant to Service on our Board • Developed extensive knowledge of the grocery and food retail industries, as well as extreme value discount retail, throughout his career spanning over 30 years in these areas. • Experienced in leading rapid growth in store count and sales evidenced by his accomplishments at both Giant Tiger Stores and Farm Boy. • Possesses substantial executive management expertise, with particular experience in developing corporate strategy, oversight of supply chain and logistics matters for fresh food deliveries, distribution centers and business operations. • Financial and accounting expertise through being a Canadian certified public accountant and serving on the audit committees of other boards. • Canadian public company director roles provides relevant governance, compensation, additional financial and strategic oversight experience. | |

  15. 2024 Class II Director Nominees

    | Page | 16 | Grocery Outlet 2024 Proxy Statement | |

  16. Class III Directors with Terms Expiring in 2025

    Class III Directors with Terms Expiring in 2025

  17. Class III Directors with Terms Expiring in 2025

    | CAREY F. JAROS, Independent Director | | | | Age: 46 Director Since: Sept. 2020 Committees • Compensation (since July 2022) • Audit and Risk (Sept. 2020 to July 2022) |

  18. Class III Directors with Terms Expiring in 2025

    | Career Highlights Since Oct. 2014, she has served in various executive positions at GOJO Industries, Inc., a global manufacturer of hand hygiene and surface disinfecting products and the maker of PURELL® brand Hand Sanitizer, including as President and Chief Executive Officer (since Jan. 2020), Chief Operating Officer (July 2018 to Jan. 2020), Chief Strategy Officer (May 2016 to July 2018), and a member of the Board of Directors of GOJO (since Feb. 2019). She also served as President of the private family office for GOJO’s owners, Walnut Ridge Strategic Management Company, and was a member of GOJO’s Board of Directors, and a Board Director for several other portfolio companies, while in that role (Oct. 2014 to Apr. 2016). From Apr. 2011 to Oct. 2014, she was employed at Dealer Tire, a tire and parts distributor for automotive OEMs and Dealers, as Vice President, OEM Programs (Feb. 2014 to Oct. 2014) and Vice President, Strategy, Business Development and Finance (Apr. 2011 to Feb. 2014). June 2000 to Apr. 2011, she served in various roles at Bain and Company, a management consulting firm, including Senior Manager where she led consulting projects in retail and consumer products. Public Company Boards None Other Information Ms. Jaros is a past board member of ESOP ACRT Services Inc. and has been a board member and advisor to more than a half-dozen private companies, including edtech startup WISR Inc. and personal care startup Aunt Flow. She received a Bachelor of Arts in Law & Public Policy from Brown University, and a Master of Business Administration from Harvard Business School. Skills and Qualifications Relevant to Service on our Board • Possesses substantial executive management expertise on a broad range of management topics, including developing corporate strategy, recruiting and developing a senior executive team, assessing emerging industry trends as well as optimizing business operations. • Developed extensive knowledge as a global consumer and industrial products leader throughout her career. At GOJO, the PURELL omnichannel and consumer business directly reports to her, including sales to all U.S. retailers and through e-commerce. At Bain, she spent more than 10 years primarily advising retail, consumer products and industrial sectors, including numerous public and private companies involved in food manufacturing and production. • Oversees direct reports leading brand and consumer marketing since 2016 at GOJO, including responsibility for the marketing organization and leadership of brand strategy matters. • Led a massive supply chain systems redesign following the COVID pandemic, including facilities, systems and equipment, to drive high-growth by more than doubling global production in a short time across North America and Europe. Redesign and scaling the business for significantly higher demand included overseeing the implementation of significant automation technology, including a state-of-the-art material handling system for distribution operations and similar to what is used |

  19. Class III Directors with Terms Expiring in 2025

    | Page | 17 | Grocery Outlet 2024 Proxy Statement | |

  20. Class III Directors with Terms Expiring in 2025

    | by major retailers and distributors in retail and consumer goods industries. • Developed financial and accounting expertise through executive roles, including debt restructuring and refinancings, and previously was determined by our Board to be an audit committee financial expert during her service on our Audit and Risk Committee. • Is a member of GOJO’s sustainable value steering team, and serves as co-sponsor of GOJO’s DEI team that drives its strategy. • Private board service and advisory roles provide additional governance, compensation and strategic oversight experience. |

  21. Class III Directors with Terms Expiring in 2025

    | Page | 18 | Grocery Outlet 2024 Proxy Statement | |

  22. Class III Directors with Terms Expiring in 2025

    | ERIC J. LINDBERG, JR., Chairman of the Board | | | | Age: 53 Director Since: Jan. 2006 Chairman Since: Jan. 2023 Committees: None | | Career Highlights 1996 to 2022, served various positions at Grocery Outlet and its predecessor, including as Chief Executive Officer (Jan. 2019 to Dec. 2022) and Co-Chief Executive Officer (Jan. 2006 to Dec. 2018). Public Company Boards None Other Information He received a Bachelor of Arts in Economics from Hampden-Sydney College. Skills and Qualifications Relevant to Service on our Board • Possesses significant experience in the retail and consumer packed goods industries, garnered over his 26-year tenure with us, including 17 years as CEO or co-CEO. From 2000 to 2022, active member of the GMA/FMI (Grocery Manufacturers of America/Food Marketers Institute) and member of CGA board- (California Grocers Association 2014-2019). • Proven executive manager, including long service to Grocery Outlet as a private company and then as a public company following our IPO in June 2019. Eric’s 17-year run as co-CEO and CEO was transformative for Grocery Outlet. Under his leadership, Grocery Outlet grew its store base from 123 to 441 stores, or 259%, and revenues from $612.6 million to $3.58 billion, or 484%, and developed a bi-coastal store footprint. He led sharing our vision and strategy in the IPO and thereafter in developing key stockholder relationships. • Eric’s deep knowledge of our operations, finances, strategies and industry facilitates a strategic vision to set the overall tone and direction of the Company as well as clear leadership through consistency. As our leading executive, he implemented fundamental strategic initiatives that enhanced our differentiated model for buying and selling, and strengthened our relationships with entrepreneurial Independent Operators that run our stores, combining to deliver a “WOW!” shopping experience. In his current oversight role, his unique insights on future strategy and initiatives will continue to be invaluable to our Board. • Exhibited strong growth focus across all macroeconomic cycles, as demonstrated by our pattern of positive comparable store sales growth and healthy gross margin rates. For example, our comparable store sales increased for 19 out of 20 years through fiscal 2022. • Long-standing role with our Board and management allows him to provide a unique perspective regarding oversight of enterprise risk management, including focusing on the most critical risks and evaluating risk mitigation activities. • Has alignment with our other stockholders due to his 3.3% ownership of the Company. | |

  23. Class III Directors with Terms Expiring in 2025

    | Page | 19 | Grocery Outlet 2024 Proxy Statement | |

  24. Class III Directors with Terms Expiring in 2025

    | ROBERT J. SHEEDY, JR. | | | | Age: 49 Director Since: Jan. 2023 Committees: None | | Career Highlights Since April 2012, served various positions at Grocery Outlet and its predecessor, including as President and Chief Executive Officer (since Jan. 2023), President (Jan. 2019 to Dec. 2022), Chief Merchandise, Marketing & Strategy Officer (Apr. 2017 to Dec. 2018), Chief Merchandise & Strategy Officer (Mar. 2014 to Apr. 2017) and VP, Strategy (Apr. 2012 to Feb. 2014). 2005 to 2012, served various positions at Staples Inc., an office supply company, most recently as its Vice President, Strategy. Public Company Boards None Other Information He received a Bachelor of Arts in Economics and Engineering from Dartmouth College, and a Master of Business Administration from Harvard Business School. Skills and Qualifications Relevant to Service on our Board • Strong executive leadership experience at public companies in retail, with particular expertise in strategy, marketing and merchandising. • Recently selected to lead Grocery Outlet into the next chapter of growth due to his significant experience and expertise in the grocery and retail industries, his deep knowledge of our business through his varied leadership roles, and his long-term strategic approach. As our President and CEO, he is responsible for our strategic direction and operational leadership, and has extensive knowledge of the day-to-day operations of our business. His leadership style exemplifies our culture and values—he is passionate about the business, and his relentless pursuit of excellence resonates with and inspires our team and our Independent Operators. • Possesses significant marketing and brand management expertise from multi-year leadership of our centralized marketing efforts, including our recent focus on online and digital marketing, and supporting Independent Operator marketing efforts. • In his roles as President and strategy leader, he implemented our significant growth initiatives and investments that have laid a solid foundation for future expansion, including productivity improvements through both operational initiatives and digital transformation projects. • RJ was promoted four times prior to his recent appointment, and he can provide unique insights on our human capital management program. He values the importance of our employee development strategic initiative, including our culture of mentoring and coaching. Due to the uniqueness of our business model, we prioritize growing talent internally and investing resources to develop our employees’ skill sets and career within our organization. | |

  25. Class III Directors with Terms Expiring in 2025

    | Page | 20 | Grocery Outlet 2024 Proxy Statement | |

  26. Class I Directors with Terms Expiring in 2026

    Class I Directors with Terms Expiring in 2026

  27. Class I Directors with Terms Expiring in 2026

    | KENNETH W. ALTERMAN, Independent Director | | | | Age: 67 Director Since: Feb. 2011 Committees • Compensation (Chair, since Nov. 2019; Member, since Nov. 2014) | | Career Highlights Dec. 2002 to Jan. 2022, served various positions at Savers, Inc., a retail thrift store chain, including as Executive Adviser (Jan. 2017 to Jan. 2022), President, Chief Executive Officer and a director (Jan. 2004 to Jan. 2017) and Vice President and General Manager (Dec. 2002 to Dec. 2003). Previously, for 20 years, he worked at Pepsi Bottling Group, most recently as Director of Bottlers Operations and Washington State Market Unit General Manager. Public Company Boards None Other Information He has served and continues to serve as a board member and board advisor of various private companies, including Essex Technology Group, LLC (d/b/a Bargain Hunt), a discount retailer across a wide variety of products. He received a Bachelor of Science in Chemical Engineering from Clarkson University. Skills and Qualifications Relevant to Service on our Board • Developed extensive knowledge of the discount retail industry throughout his career, including from employment and director roles. • Focused marketing and brand management experience at Pepsi, with oversight on brand roll outs and product acquisition integration, as well as from his leadership role at Savers, which heavily focused on discount marketing. • Possesses substantial executive management expertise, with particular experience in developing corporate strategy and assessing emerging industry trends and business operations, from his 18 years of leadership at Savers. • Relevant supply chain and logistics experience from his responsibility for distribution of Pepsico beverages in the U.S. and Canada, as well as overseeing the global distribution of Savers products. • Private board service and advisory roles provide relevant governance, compensation and strategic oversight experience. | |

  28. Class I Directors with Terms Expiring in 2026

    | Page | 21 | Grocery Outlet 2024 Proxy Statement | |

  29. Class I Directors with Terms Expiring in 2026

    | JOHN (“JEB”) E. BACHMAN, Independent Director | | | | Age: 68 Director Since: Nov. 2019 Committees • Audit and Risk (Chair, since Nov. 2019) | | Career Highlights Since 2015, has been an outside director for various public companies since his retirement. 1978 to 2015, former Certified Public Accountant at the global accounting firm, PricewaterhouseCoopers LLP, most recently as a partner (1989 to 2015). At PwC, Mr. Bachman served for six years (2007 to 2013) as the Operations Leader of the firm’s U.S. Assurance Practice with full operational and financial responsibility for this $4 billion line of business, which included the firm’s audit and risk management practices. Prior to this role, Mr. Bachman served for three years as the firm’s U.S. Strategy Leader (2004 to 2007) where he was responsible for strategic planning across business units, geographies and industries. Mr. Bachman also served as an audit partner for over 25 years for companies in the industrial manufacturing, financial services, publishing, healthcare and other industries. Public Company Boards Current None | |

  30. Class I Directors with Terms Expiring in 2026

    | Prior The Children’s Place Inc. (Mar. 2016 to Mar. 2024), an omni-channel children’s specialty retailer, with a global retail and wholesale network. Nasdaq: PLCE • Audit (Chair, May 2017 to Mar. 2024; Member, Mar. 2016 to Mar 2024) • Corporate Responsibility, Sustainability & Governance (f/k/a Nominating and Corporate Governance) (2019 to 2023) | Recharge Acquisition Corp (2020 to 2022), a blank check company (also known as a special purpose acquisition company), including as Chair of the Audit Committee and a member of the Compensation Committee. Nasdaq: RCHG Wex Inc. (2016 to 2021), a global provider of payment solutions, including as a member of the Audit Committee and Finance Committee. Nasdaq: WEX SCANA Corporation (2018 to 2019), an electric and natural gas utility company, including as a member of the Special Litigation Committee. NYSE: SCG |

  31. Class I Directors with Terms Expiring in 2026

    | Other Information He received a Bachelor of Science in Business Administration from Bucknell University, and a Master of Business Administration from Harvard Business School. Skills and Qualifications Relevant to Service on our Board • Extensive financial and accounting expertise, as well as business strategy, internal controls, financial reporting and enterprise risk oversight experience, from serving as a partner (as a former Certified Public Accountant) and in leadership roles for one of the world’s largest accounting firms. In addition, he has served as Chair of our Audit Committee since Nov. 2019, as well as the Audit Committee and Finance Committee of numerous other public companies in recent years. He has been determined by our Board to be an audit committee financial expert. • Possesses public company director experience through his substantial board and board committee service in recent years |

  32. Class I Directors with Terms Expiring in 2026

    | Page | 22 | Grocery Outlet 2024 Proxy Statement | |

  33. Class I Directors with Terms Expiring in 2026

    | for companies in a variety of industries, including an omnichannel retailer. • Through many years of senior leadership at PwC, he has deep experience in operations, finance, risk management and strategic planning of a large, complex organization. • Has retail experience through his lengthy board and board committee service to The Children’s Place. |

  34. Class I Directors with Terms Expiring in 2026

    | Page | 23 | Grocery Outlet 2024 Proxy Statement | |

  35. Class I Directors with Terms Expiring in 2026

    | THOMAS F. HERMAN, Independent Director | | | | Age: 83 Director Since: 2004 Committees • Audit and Risk (Chair, Nov. 2014 to Nov. 2019; Member, since 2014) • Nominating and Corporate Governance (since Nov. 2020) | | Career Highlights 2017 to 2021, Board member of Guckenheimer, a food management company, including as chairman of the Audit Committee. June 2003 to Jan. 2004, President and Chief Operating Officer of Good Guys, Inc., a public company consumer electronics retailer. 2001 to 2003, co-founder and managing partner of Oak Harbor Partners, a boutique financial services firm. Dec. 1998 to July 2001, Chief Executive Officer and President of Employment Law Learning Technologies, an online learning company focused on employment law. 1998 to 2001, co-founder of The Alamo Group, a real estate redeveloper of distressed assets. 1994 to 1998, Chief Executive Officer of American Fashion Jewelry, a mall-based jewelry retailer. 1989 to 1992, Chief Executive Officer of San Francisco Music Box Co., a global mall-based retailer of music boxes. 1987 to 1989, Chief Executive Officer of Grand Auto Inc., a public company automotive retailer. 1982 to 1987, he served in multiple roles at Lucky Stores, a high-growth, multi-division discount retailer that was a public company, including as Chief Executive Officer of Automotive Division (1982 to 1985) and Chief Administrative Officer (1985 to 1987) 1979 to 1982, Chief Executive Officer of Delta California Industries Inc., a multi-state transportation public company. Public Company Boards | |

  36. Class I Directors with Terms Expiring in 2026

    | Current None Last Five Years None | Prior Good Guys, Inc. (2002 to 2004), including as Chair of Audit Committee and member of Compensation Committee. Nasdaq: GGUY Crdentia (2003 to 2006), a provider of healthcare staffing services in the United States, including as a member of the Audit Committee. OTC Bulletin Board |

  37. Class I Directors with Terms Expiring in 2026

    | Other Information He taught finance for 10 years in the Master of Business Administration program at St. Mary’s College, among other finance teaching positions. He received a Bachelor of Arts in Political Science from University of Oregon, and a Master of Business Administration from University of California, Berkeley. |

  38. Class I Directors with Terms Expiring in 2026

    | Page | 24 | Grocery Outlet 2024 Proxy Statement | |

  39. Class I Directors with Terms Expiring in 2026

    | Skills and Qualifications Relevant to Service on our Board • Possesses significant executive retail experience from his long career that included numerous management positions for retail companies of significant complexity and scale, including certain high-growth companies. • Through many years of service as Chief Executive Officer and other senior management roles, he led numerous M&A, financing, supply chain, human resources, and strategic development and repositioning matters. • Historical public company board experience, which led to his initial appointment to our Board and continuing leadership role. • Deep financial and accounting expertise, including serving as the chair or member of the Audit Committees of many public companies, and as the former Chair and continuing member of our Audit and Risk Committee for nine years. Further, he taught finance courses in college for many years. He has been determined by our Board to be an audit committee financial expert. |

  40. Class I Directors with Terms Expiring in 2026

    | Page | 25 | Grocery Outlet 2024 Proxy Statement | |

  41. Class I Directors with Terms Expiring in 2026

    | ERIK D. RAGATZ, Lead Independent Director | | | | Age: 51 Director Since: Oct. 2014 Lead Independent Director Since: Jan. 2023 Former Chairman: Oct. 2014 to Dec. 2022 Committees • Compensation (since Nov 2014) • Nominating and Corporate Governance (Chair, June 2019 – Feb 2023; Member, since June 2019) | | Career Highlights Since Sept. 2001, served various positions at Hellman & Friedman LLC, a global private equity firm focused on investing in high-quality, growth-oriented business, including as Senior Advisor (since Feb. 2023), Partner (Jan. 2008 to Feb. 2023), and Director/Principal (Sept. 2001 to Dec. 2007). Prior, served in various positions at Bain Capital, LP, a global private equity firm, and Bain & Company, a global management consultancy. Public Company Boards | |

  42. Class I Directors with Terms Expiring in 2026

    | Current Snap One Holdings Corp. (since Aug. 2017), a leading omnichannel supplier of connected home products and solutions to home integrators. Nasdaq: SNPO (since July 2021) • Chairman (since Aug. 2017) • Nomination and Governance Committee Chairman (since July 2021) • Compensation Committee Chairman (Aug. 2017 – July 2021), Member (since July 2021) | Prior LPL Financial Holdings, Inc. (2009 to 2012), a leading provider of brokerage and investment advisory services. Nasdaq: LPLA |

  43. Class I Directors with Terms Expiring in 2026

    | Other Information Mr. Ragatz also serves on several boards and board committees of other companies: • Since July 2021, At Home Group, Inc., a leading omnichannel home décor value retailer, including serving as Executive Chairman (since Nov. 2023) and a member of the Compensation Committee (since July 2021), and previously as Lead Independent Director (July 2021 to Nov. 2023). • Since Oct. 2023, The New Leaf Company BV (dba Superplum), an early-stage agri-tech business, including serving as Chairman. • Since Feb. 2024, And Go Concepts, LLC (dba Salad & GO), a disruptive quick service restaurant on a mission to make fresh, nutritious food convenient and affordable to all. He previously served on additional private company boards of H&F, including board leadership roles, in the following industries: auto collision repair (2014 to 2023), building products manufacturing and distribution (2010 to 2020), HVAC manufacturing and distribution (2008 to 2012), healthcare services (2007 to 2011), and energy generation (2004 to 2005). |

  44. Class I Directors with Terms Expiring in 2026

    | Page | 26 | Grocery Outlet 2024 Proxy Statement | |

  45. Class I Directors with Terms Expiring in 2026

    | He received a Bachelor of Arts in Economics from Stanford University, and a Master of Business Administration from Stanford University Graduate School of Business. Skills and Qualifications Relevant to Service on our Board • Developed significant strategic and operations expertise for retail, supply chain and logistics matters through leading H&F’s efforts to invest in high-growth global companies in the consumer, retail and industrial sectors, and taking leadership roles on the boards and board committees of the relevant portfolio companies for over 20 years. • Strong other public company director experience through his board and board committee service at Snap One and LPL Financial, and together with his significant private company director experience, he has a unique expertise in corporate governance. His significant leadership roles on boards outside of our Board include serving as Chairman or Lead Independent Director of six companies (including one public company), Chair of the Compensation Committee of three companies, Chair of the Audit Committee of three companies (including one public company) and Chair of the Nominating and Corporate Governance Committee of one public company. This breadth of experience and expertise leading boards and board committees enables him to provide critical insights in overseeing and partnering with management of high-growth companies. • Through serving as Chairman or a member of numerous Audit Committees of public and private companies, being a senior leader on H&F’s investment team and leading H&F’s macro-economic research and forecasting, he has significant finance, accounting and financial reporting expertise, including for retail and high-growth companies. • His knowledge and expertise regarding enterprise risk oversight for high-growth companies was developed through his public and private company board roles, as well as having responsibility for the full lifecycle of the investing process at H&F, including sourcing ideas, negotiating transactions, raising capital, establishing governance procedures, partnering with executives to grow their businesses and ultimately selling the investments. |

  46. Class I Directors with Terms Expiring in 2026

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  47. Director Compensation

    Director Compensation Pursuant to our Non-Employee Director Compensation Policy, cash and equity compensation is paid or granted, as applicable, to each member of our Board who is not an employee of us or any parent or subsidiary of us (each, a “non-employee director”). Our Board (following benchmarking analysis from and consultation with Korn Ferry) approved an amendment to the non-employee director compensation policy effective as of January 1, 2023. In particular, (i) the annual cash retainer for the Chairman increased from $205,000 to $225,000 and (ii) an annual cash retainer was approved for the newly established role of Lead Independent Director.

  48. Director Compensation

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  49. Fiscal Year 2023 Director Compensation Table

    Fiscal Year 2023 Director Compensation Table The following table summarizes the compensation paid to or earned by our directors in Fiscal Year 2023, excluding Mr. Sheedy who does not receive any compensation for his director service and whose compensation is disclosed in the Summary Compensation Table.

  50. Fiscal Year 2023 Director Compensation Table

    | NAME | FEES EARNED OR PAID IN CASH ($) | STOCK AWARDS ($)(1) | ALL OTHER COMPENSATION ($) | TOTAL ($) | | Kenneth W. Alterman | 95,000 | 163,027 | — | 258,027 | | John E. (“Jeb”) Bachman | 100,000 | 163,027 | — | 263,027 | | Mary Kay Haben | 93,778 | 163,027 | — | 256,805 | | Thomas F. Herman | 100,000 | 163,027 | — | 263,027 | | Carey F. Jaros | 85,000 | 163,027 | — | 248,027 | | Eric J. Lindberg, Jr. | 225,000 | 163,027 | — | 388,027 | | Norman S. Matthews(2) | 44,890 | — | 105,000 | 149,890 | | Gail Moody-Byrd | 90,000 | 163,027 | — | 253,027 | | Erik D. Ragatz | 146,222 | 163,027 | — | 309,249 | | Jeffrey R. York | 90,000 | 163,027 | — | 253,027 |

  51. Fiscal Year 2023 Director Compensation Table

    (1) Amounts reported in this column represent the grant date fair value of RSUs granted. RSU awards listed in this column may be deferred under the Deferral Plan. These amounts do not reflect actual amounts that may be paid to or realized by the director. The grant date fair value of the RSUs is calculated as the closing price of our common stock as quoted on Nasdaq on the grant date multiplied by the number of shares of our common stock subject to the award. See Note 8, Share-based Awards to our consolidated financial statements contained in our 2023 Annual Report for a discussion of all assumptions made by us in determining the grant date fair value in accordance with Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) Topic 718. The RSU award granted on June 21, 2023 to each of our non-employee directors (other than Mr. Matthews who retired effective the same day) was for 5,837 shares of our common stock under our 2019 Incentive Plan. Such grant represented the $125,000 annual grant as set forth in our non-employee director compensation policy, as well as an additional amount equal to $38,027. In Fiscal Year 2023, the Compensation Committee shifted the annual grant date for the non-employee director annual RSU awards from March to the date of our annual meeting of stockholders. The $38,027 incremental amount of the dollar value of the RSU award in Fiscal Year 2023 represented compensation for the period between March 1, 2023 (when the Fiscal Year 2022 award had fully vested) to the June 21, 2023 grant date. For information regarding Mr. Matthews’ RSU award, please see Footnote 2. (2) Mr. Matthews retired from our Board on June 21, 2023 after over eight years of service as a director. Immediately following his retirement, we entered into a consulting agreement with him to assist us with developing, reviewing and refining the Company’s policies, strategies and programs, together with providing advice and assistance on such matters relating to the business of the Company from time to time. The term of the agreement ended on December 31, 2023. As consideration for Mr. Matthews’ consulting services, the Board awarded him an RSU award equal to $105,000 on the day of grant (which had a grant date fair market value of $105,002), which vested in full on December 31, 2023.

  52. EXECUTIVE COMPENSATION PHILOSOPHY

    EXECUTIVE COMPENSATION PHILOSOPHY Our compensation philosophy is the foundation for designing our executive compensation program, as well as evaluating and improving the effectiveness of the program. Our compensation is annually reviewed by the Compensation Committee, including benchmarking against peer companies. Further, the Compensation Committee regularly evaluates our compensation programs and policies to evaluate if they are sufficiently aligned with such philosophy. The following are the core elements of our executive compensation philosophy, which applies to our NEOs:

  53. EXECUTIVE COMPENSATION PHILOSOPHY

    | GOAL-ORIENTED | Our executive compensation program rewards the achievement of specific short-term (annual) and long-term financial goals, which are aligned with our operational and strategic objectives. | | MARKET COMPETITIVE | Compensation levels and programs for executives, including the Named Executive Officers, should be competitive, relative to the marketplace in which we operate. It is important for us to leverage an understanding of what constitutes competitive pay in our market and build unique strategies to attract, motivate and retain the high caliber talent we require to lead, manage and successfully grow our Company. | | PERFORMANCE-BASED | The majority of our executive compensation should be performance-based pay that is “at risk,” based on short-term and long-term financial goals that are key performance indicators and easily understood by investors and executives, as well as reasonably determined and measured. | | INVESTOR-ALIGNED | Incentives should be structured to create a strong alignment between executives and investors on both a short-term and a long-term basis, each within our risk framework. Equity awards with long-term performance goals and vesting foster a shared culture of ownership. Our executives’ interests are aligned with those of our investors by further rewarding performance achieved above established goals. | | FAIR | Pay decisions should consider relativity among employees and ensure that individual performance, skills, experience and tenure are considered alongside the role’s scope of responsibility. |

  54. KEY PRINCIPLES OF EXECUTIVE COMPENSATION PROGRAM

    | WHAT WE DO | WHAT WE DON’T DO | | ✓ Align short- and long-term incentive programs to business strategy and stockholder interests ✓ Engage periodically with our stockholders regarding our executive compensation program ✓ Conduct an annual risk assessment of the Company’s compensation programs, policies and practices, and have confirmed they are not reasonably likely to have a material adverse effect ✓ Maintain clawback policies, including a Dodd-Frank/Nasdaq-compliant policy ✓ Maintain stock ownership guidelines to support the alignment of executive officer and Board interests with our stockholders ✓ Our fully independent Compensation Committee retains and actively engages with an independent compensation consultant ✓ Maintain a performance-based cash incentive plan and a PSU equity award program, each based on objective financial goals aligned with business strategy and with payouts limited by thresholds/ minimum and maximum/cap ✓ Annually determine our peer group and review peer group and survey benchmarking data ✓ Provide an annual stockholder Say-on-Pay advisory vote | No tax gross ups on severance or change-in-control benefits | | | Our equity plan does not allow repricing or exchange of underwater options without stockholder approval | | | No hedging or pledging of our stock | | | No significant executive perquisites or supplemental benefits | | | No dividend equivalents to executive officers paid on unvested RSU or PSU awards | | | No single trigger vesting of equity-based awards upon change in control | | | No guaranteed bonuses, excluding limited new hire inducement |

  55. Elements of Fiscal Year 2023 NEO Compensation Program

    | COMPONENT | | DESCRIPTION | OBJECTIVES AND LINK TO STOCKHOLDER VALUE | | Short-Term | Base Salary | Annual fixed cash compensation | Securing and retaining executives by providing stability and reflecting the market for executive talent, as well as reflecting general merit on an annual basis | | | Annual Incentive Plan (Bonus) | Annual cash compensation based on annual financial goals • Bonus target as percentage of base salary Company performance goals: • 70% adjusted EBITDA • 30% comparable store sales growth Fiscal Year 2023 payout range for each metric: 0% to 200% | Pay-for-performance focus/“at risk” compensation, linking our annual financial goals and short-term performance | | Long-Term | PSUs | Performance-based award that vests in a single installment on the third anniversary of the vesting commencement date and is based on two measures: • 3-year cumulative net sales (50% weighting) • 3-year cumulative adjusted EBITDA growth (50% weighting)(1) Fiscal Year 2023 payout range for each metric: 0% to 200% | Pay-for-performance focus/“at risk” compensation, incentivizing strategic long-term decision-making within our risk framework | | | RSUs | Time-based award, with three equal annual instalments vesting over a three-year vesting period from the vesting commencement date | Foster a culture of ownership, aligning long-term interests of our executive officers and stockholders, within our risk framework |

  56. FISCAL YEAR 2023 ANNUAL INCENTIVE PLAN (BONUS)

    FISCAL YEAR 2023 ANNUAL INCENTIVE PLAN (BONUS) Our Named Executive Officers, other senior members of our management team, as well as certain other employees of the Company, are eligible to receive an annual cash bonus pursuant to our Annual Incentive Plan, referred to as our “AIP”. Our AIP is designed to create a performance-based link between executive compensation and our annual financial goals and short-term performance. Actual annual cash incentive awards are calculated by multiplying each NEO’s target bonus opportunity (which is a percentage of base salary) by an overall achievement factor based on the combined weighted achievement of the applicable pre-determined quantitative performance goals. When establishing the performance goals for the AIP, the Compensation Committee approves target payout for performance that it believes is reasonable and challenging to achieve. The Compensation Committee also establishes stretch goals for payouts higher than target to incentivize and reward participants for exceptional performance in the prevailing business environment. As reflected in the Summary Compensation Table of this Proxy Statement, AIP payments have varied significantly over the last three years for our Named Executive Officers and are highly correlated with the Company annual financial performance. Bonus amounts (if any) for NEOs are payable in a lump sum cash amount in the first quarter of the subsequent year. Payments with respect to any bonus amount under the AIP are generally subject to a participant’s continued employment through the payment date. At the discretion of the Compensation Committee bonuses can also be paid in shares of our common stock, although the Compensation Committee has not utilized that feature previously and has no current plans to do so.

  57. Fiscal Year 2023 Target Bonus Opportunity

    Fiscal Year 2023 Target Bonus Opportunity For each fiscal year, the NEOs’ annual target incentive bonuses are determined as a percentage of their base salaries and typically determined with the same timing and based on the same factors that the Compensation Committee considers in setting base salary. The following table summarizes the annual cash incentive opportunity for each of our Named Executive

  58. Fiscal Year 2023 Target Bonus Opportunity

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  59. Fiscal Year 2023 Target Bonus Opportunity

    Officers for Fiscal Year 2023, which included changes from Fiscal Year 2022 due to promotions. In Fiscal Year 2022, Mr. Sheedy and Mr. Wilson had a target bonus opportunity of 75% and 50%, respectively.

  60. Fiscal Year 2023 Target Bonus Opportunity

    | NEO | TARGET BONUS OPPORTUNITY (% OF SALARY) | | Robert J. Sheedy, Jr. | 125 | | Charles C. Bracher | 60 | | Steven K. Wilson | 60 | | Pamela B. Burke | 60 | | Andrea R. Bortner | 60 |

  61. Fiscal Year 2023 Achievement Factors

    Fiscal Year 2023 Achievement Factors Overall Achievement Factor for NEOs. Consistent with the AIP in Fiscal Year 2022, the Compensation Committee utilized adjusted EBITDA and comparable store sales growth as the two performance metrics for the Fiscal Year 2023 AIP. In alignment with our compensation risk framework, the actual bonus payout under the Fiscal Year 2023 AIP that any Named Executive Officer is eligible to receive is capped at a maximum of 200% of the NEO’s bonus target. Achievement of each performance metric is calculated separately and each has a payout range of 0% to 200% based on the following performance levels and percentages: 0% (below threshold); 20% (minimum); 100% (target); 200% (maximum), with payout bands in between threshold, target and maximum that generally are based on linear interpolation. However, the payout for comparable sales growth above target performance is calculated as the lesser of (i) adjusted EBITDA achievement payout and (ii) comparable sales growth payout, but not less than 100%. (1) See our 2023 Annual Report for a definition of comparable store sales growth. The following table sets forth the corporate performance goals that were used to calculate the annual bonus achievement factors under the Fiscal Year 2023 AIP for each of our Named Executive Officers.

  62. Fiscal Year 2023 Achievement Factors

    | | ADJUSTED EBITDA | | | COMPARABLE SALES GROWTH | | | | | FY 2023 Adjusted EBITDA ($M) | Achievement of Target Goal (%) | Payout (%) | FY 2023 Comparable Sales Growth (%) | Achievement of Target Goal (%) | Payout (%) | | Minimum | 227.4 | 92 | 20 | 2.0 | 33 | 20 | | Target | 247.2 | 100 | 100 | 6.0 | 100 | 100 | | Maximum | 264.5 | 107 | 200 | 9.5 | 158 | 200 | | ACTUAL | 252.6 | 102 | 111 | 7.5 | 124 | 111(1) | | Overall Fiscal Year 2023 Achievement Factor = 111% | | | | | | |

  63. Fiscal Year 2023 Earned AIP

    Fiscal Year 2023 Earned AIP The following table summarizes Fiscal Year 2023 annual incentive awards earned based on actual performance, as compared to the target opportunity, for each of our Named Executive Officers:

  64. Fiscal Year 2023 Earned AIP

    | NEO | FY 2023 BASE SALARY ($)X | TARGET BONUS (%) | = | TARGET BONUS AMOUNT ($)X | OVERALL ACHIEVEMENT FACTOR (%)(1) | = | ACTUAL BONUS RECEIVED ($)(1) | | Robert J. Sheedy, Jr. | 925,000 | 125 | | 1,156,250 | 111 | | 1,283,368 | | Charles C. Bracher | 594,533 | 60 | | 356,720 | 111 | | 395,937 | | Steven K. Wilson | 450,000 | 60 | | 270,000 | 111 | | 299,684 | | Pamela B. Burke | 483,600 | 60 | | 290,160 | 111 | | 322,060 | | Andrea R. Bortner | 441,334 | 60 | | 264,800 | 111 | | 293,913 |

  65. Fiscal Year 2023 Earned AIP

    (1) Actual bonus reflects a non-rounded achievement factor of approximately 110.99%. In connection with his resignation and with his subsequent consulting arrangement with the Company, the Compensation Committee determined that Mr. Bracher would remain eligible to receive an annual bonus pursuant to the Fiscal Year 2023 AIP as a result of his service to the Company throughout 2023 and through the effective date of his resignation, March 1, 2024, even though he was no longer employed as of the actual bonus payment date.

  66. LONG-TERM EQUITY INCENTIVE COMPENSATION

    LONG-TERM EQUITY INCENTIVE COMPENSATION Each of our Named Executive Officers is provided long-term equity incentive compensation.

  67. Fiscal Year 2023 Target Equity Opportunity

    Fiscal Year 2023 Target Equity Opportunity For each fiscal year, the overall value of the NEOs’ equity awards are determined as a percentage of their base salaries and typically determined with the same timing and based on the same factors that the Compensation Committee considers in setting base salary. The target equity opportunity (in dollars) of Mr. Sheedy’s equity award was determined in connection with his promotion to his current role of President and Chief Executive Officer. In Fiscal Year 2022, Mr. Sheedy had a target equity opportunity of 300% of base salary. In addition, Mr. Wilson notably had the second highest target equity opportunity due to the importance of his role in driving revenue and in order to retain him in a highly aggressive talent market.

  68. Fiscal Year 2023 Target Equity Opportunity

    Fiscal Year 2023 Equity Awards. For Fiscal Year 2023, the Compensation Committee approved a long-term incentive program consisting of RSUs and PSUs. In Fiscal Year 2023, the Committee set the mix of long-term target equity incentive value as 70% PSUs and 30% RSUs for our President and Chief Executive Officer and 60% PSUs and 40% RSUs for the other Named Executive Officers, thereby making performance-based compensation a significant portion of their equity compensation and target total compensation. Fiscal Year 2023 RSU Awards. The RSUs vest over a three-year period with one-third vesting on each of the three annual anniversaries of a specified vesting commencement date, contingent on the recipient’s continued employment with or service to us through the applicable vesting date. Fiscal Year 2023 PSU Awards. The PSUs will be earned based on the achievement of a cumulative net sales-based performance metric (50% weighting) and a cumulative adjusted EBITDA growth-based performance metric (50% weighting), each over a three-year performance period. Any earned PSUs will vest in one installment as of the end of the three-year performance period and contingent on continued employment with or service to us through the determination date (subject to certain proration payouts upon specified termination events or full vesting upon a termination following a change in control). The Compensation Committee determines whether the performance metrics for PSUs have been achieved and if so, the level of achievement. The number of PSUs ultimately earned will be equal to the number of PSUs granted multiplied by the applicable percentage of actual performance achieved compared to the performance goals, based on the weighting. Earned PSUs for each performance metric can range from 0% to 200% of the number of PSUs granted based on the following performance levels and percentages: below threshold (0%); minimum (50%); target (100%); and maximum (200%). Actual performance that falls between the levels of achievement will be determined using linear interpolation. Fiscal Year 2023 RSU and PSU Grants. The target equity opportunities above were divided by the closing price of our common stock ($26.44) on the grant date (March 2, 2023) to determine the number of RSUs and the number of target PSUs awarded. Accordingly, the following long-term equity awards were made to our Named Executive Officers in Fiscal Year 2023:

  69. Fiscal Year 2023 Target Equity Opportunity

    | NEO | VALUE OF TIME-VESTING RSUs ($) | TIME-VESTING RSUs (# of shares) | VALUE OF PSUs ($) | PSUs AT TARGET (# of shares) | | Robert J. Sheedy, Jr. | 1,198,800 | 43,929 | 2,797,200 | 102,500 | | Charles C. Bracher | 475,626 | 17,429 | 713,439 | 26,143 | | Steven K. Wilson | 450,000 | 16,490 | 675,000 | 24,735 | | Pamela B. Burke | 386,880 | 14,177 | 580,320 | 21,265 | | Andrea R. Bortner | 353,068 | 12,938 | 529,601 | 19,407 |

  70. Settlement of Fiscal Year 2021 PSU Awards (Fiscal Year 2021-2023 Performance Period)

    Settlement of Fiscal Year 2021 PSU Awards (Fiscal Year 2021-2023 Performance Period) The Fiscal Year 2021 PSUs vested in one installment after the three-year performance period (January 3, 2021 to December 30, 2023) based on the Compensation Committee’s determination of achievement of specified performance goals and contingent on continued employment or service with us (subject to certain proration payouts upon specified termination events or full vesting upon a termination following a change in control). Performance Goals and Achievement Levels for Fiscal Year 2021 PSU Awards. The following table sets forth the performance goals and actual performance that were used to calculate the Fiscal Year 2021 PSUs for each of our Named Executive Officers. For actual performance between the specified minimum, target and maximum levels, the resulting achievement percentage was adjusted on a linear interpolation basis.

  71. Settlement of Fiscal Year 2021 PSU Awards (Fiscal Year 2021-2023 Performance Period)

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  72. Settlement of Fiscal Year 2021 PSU Awards (Fiscal Year 2021-2023 Performance Period)

    | | THREE-YEAR REVENUE | | THREE-YEAR CUMULATIVE ADJUSTED EBITDA GROWTH(1) | | | | Revenue ($B) | Payout (%) | Cumulative Adjusted EBITDA Growth (%) | Payout (%) | | Minimum | 10.1 | 50 | 10.0 | 50 | | Target | 10.6 | 100 | 17.5 | 100 | | Maximum | 11.1 | 200 | 25.0 | 200 | | ACTUAL(2) | 10.6 | 105 | 18.6 | 115 | | Overall Combined Achievement of Target =110% | | | | |

  73. Settlement of Fiscal Year 2021 PSU Awards (Fiscal Year 2021-2023 Performance Period)

    (1) As provided for in the form of Performance Stock Unit Agreement for the Fiscal Year 2021 PSUs, the definition of “Adjusted EBITDA” was determined based on the definition of such metric that was publicly disclosed in our earnings release for the 2020 fiscal year ended January 2, 2021, which was the definition of the metric at the time the awards were made. (2) The Payout (%) for the “Actual” line reflects actual achievement of the performance goal, without rounding. Fiscal Year 2021 Earned PSUs. The achievement levels resulted in the following earned Fiscal Year 2021 PSUs for our Named Executive Officers:

  74. Settlement of Fiscal Year 2021 PSU Awards (Fiscal Year 2021-2023 Performance Period)

    | NEO | FY 2021 PSUs (Target) (# of shares) | FY 2021 Earned PSUs (# of shares) | | Robert J. Sheedy, Jr. | 30,467 | 33,514 | | Charles C. Bracher | 18,788 | 20,667 | | Steven K. Wilson | 16,926 | 18,619 | | Pamela B. Burke | 14,557 | 16,013 | | Andrea R. Bortner | 13,947 | 15,342 |

  75. Compensation Levels and Benchmarking

    Compensation Levels and Benchmarking We benchmark our executive compensation against a peer group of public companies that we believe we compete for executive talent as well as general retail market survey data from Korn Ferry, the Compensation Committee’s independent consultant. Such benchmarking utilized by the independent members of the Board (for our President and Chief Executive Officer) and Compensation Committee (for the other Named Executive Officers) focuses on target total direct compensation (“TDC”), which consists of base salary, the target annual incentive bonus opportunity and the target long-term equity incentive opportunity. While the Board and the Compensation Committee do not benchmark individual compensation components, they generally use the 50th percentile of TDC as a reference point. Additionally, we evaluate TDC levels taking into account internal equity considerations (including position, responsibility and contribution), as well as the appropriate pay mix for a particular position. The peer group is periodically evaluated and updated to ensure the companies in the group remain relevant to us based on our changing size, changing dynamics in the market in which we compete for executive talent and other factors. In assessing the appropriateness of peer companies for our peer group for Fiscal Year 2023, the Compensation Committee primarily considered industry (companies within relevant GICS sector), company size (annual revenue, market capitalization, number of stores, and other financial metrics), performance (similar profitability and market performance profile) and operational complexity.

  76. Compensation Levels and Benchmarking

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  77. Compensation Levels and Benchmarking

    The peer group of 17 companies which, along with broader market survey data, were used for benchmarking purposes in Fiscal Year 2023 is set forth below.

  78. Compensation Levels and Benchmarking

    | ✓ Big Lots Inc. | ✓ Floor & Décor Holdings, Inc. | ✓ PriceSmart, Inc. | | ✓ Bloomin’ Brands, Inc. | ✓ Ingles Markets Inc. | ✓ Sleep Number Corporation | | ✓ Brinker International, Inc. | ✓ Leslies, Inc. | ✓ Sprouts Farmers Market, Inc. | | ✓ Carter’s Inc. | ✓ National Vision Holdings, Inc. | ✓ Texas Roadhouse, Inc. | | ✓ Deckers Outdoor Corporation | ✓ Ollie’s Bargain Market Holdings, Inc. | ✓ Weis Markets, Inc. | | ✓ Five Below, Inc. | ✓ Petco Health and Wellness Company, Inc | |

  79. Compensation Levels and Benchmarking

    The following changes were made to the Fiscal Year 2023 peer group from the Fiscal Year 2022 peer group based on the criteria noted above: (i) Big Lots Inc., Ingles Markets Inc. and Leslies, Inc. were added; and (ii) At Home Group Inc. (which went private in 2021), Lululemon Athletica Inc., and RH were removed.

  80. Process and Roles for Determining Compensation

    Process and Roles for Determining Compensation The independent members of the Board set the compensation of the President and Chief Executive Officer after reviewing his performance as our President in Fiscal Year 2022 against pre-established annual goals, and, in connection with his promotion, took into account market data and other factors it deems relevant. The Board seeks to tie a substantial portion of the President and Chief Executive Officer’s compensation directly to the performance of our business under his leadership. As discussed below under “—Employment Arrangements with Named Executive Officers—Agreement with Mr. Sheedy,” we have an employment agreement with Mr. Sheedy, which addresses certain elements of his compensation and benefits package. The Compensation Committee sets the compensation of each of the other Named Executive Officers. During that process, the Compensation Committee seeks the input of the President and Chief Executive Officer and the Chief Human Resource Officer. At the end of each year, the President and Chief Executive Officer reviews a self-assessment prepared by each Named Executive Officer and assesses the Named Executive Officer’s performance against such person’s area of responsibility and individual goals and objectives, as well the potential for advancement. Mr. Lindberg (who served as Chief Executive Officer for all of Fiscal Year 2022) provided the Compensation Committee with his assessment of each Named Executive Officer’s performance during Fiscal Year 2022. The Compensation Committee then considers such assessment, the Company’s overall performance, benchmarking data and other factors it deems relevant, and reviews and approves the compensation for each Named Executive Officer. No NEO provides input or participates in the deliberation of the Board or Compensation Committee with respect to their own compensation. The Compensation Committee determined to re-engage Korn Ferry as its independent compensation consultant for Fiscal Year 2023 and approved the terms of the engagement. Representatives of Korn Ferry attend each regular Compensation Committee meeting. Korn Ferry provided recommendations on an appropriate peer group and general retail market survey data to assist in benchmarking TDC for all Named Executive Officers (including for Mr. Sheedy), as well as detailed market information on the elements and design of the Named Executive Officer compensation programs.

  81. Process and Roles for Determining Compensation

    | ROLE | RESPONSIBILITY | | Full Board | ✓ Approve new equity incentive plans and share pool increases under existing equity plans (subject to stockholder approval) | | Independent Members of Board | ✓ Approve the target total direct compensation, for our President and Chief Executive Officer ✓ Review succession planning for our President and Chief Executive Officer and senior executive team | | Compensation Committee | ✓ Oversee our employee compensation and benefit programs, including through delegation to management ✓ Establish compensation philosophy for our Named Executive Officers and seek to ensure alignment with compensation programs, policies and practices ✓ Establish the compensation program for all NEOs (including cash-based incentive plans) and approve the target total direct compensation, for our NEOs (other than our President and Chief Executive Officer) ✓ Periodically review and make recommendations to the Board with respect to the adoption of, or amendments to, all equity-based incentive compensation plans for employees ✓ Evaluate our employee compensation programs to determine whether the relationship between the incentives associated with these plans and the level of risk-taking in response to such incentives is reasonably likely to have a material adverse effect on us ✓ Periodically engage with stockholders regarding our executive officer compensation programs | | Independent Consultant | ✓ Serve as the independent members of the Board’s and the Compensation Committee’s independent advisor, to review the competitiveness of compensation provided to the President and Chief Executive Officer and other executive officers and provide the Compensation Committee with an executive compensation assessment, peer group and general retail market survey data analysis, and review of our annual Compensation Discussion and Analysis and related compensation disclosures ✓ Provide analyses that inform the decisions of the Compensation Committee and the independent members of the Board without deciding or approving any compensation decisions ✓ Independently meet with the Compensation Committee in executive session during each regularly scheduled meeting each year, to the extent requested (and, independently meet once per year with the independent members of the Board to discuss President and Chief Executive Officer compensation) | | President and CEO | ✓ Establish strategic direction and goals, supported by the executive compensation programs, which are then reviewed and approved by the Compensation Committee and Board, as applicable ✓ Evaluate executive officer performance and develop recommendations for compensation aligned to the compensation philosophy and compensation and benefits programs, excluding such person’s own compensation |

  82. AGREEMENT WITH MR. SHEEDY

    AGREEMENT WITH MR. SHEEDY In connection with Mr. Lindberg’s retirement as Chief Executive Officer, effective December 31, 2022, the Board appointed Mr. Sheedy as President and Chief Executive Officer, effective January 1, 2023. In connection with that appointment, we entered into an Employment Agreement with Mr. Sheedy pursuant to which he agreed to serve as President and Chief Executive Officer and a member of the Board. The independent members of the Board consulted with Korn Ferry in determining Mr. Sheedy’s initial compensation arrangement (in Mr. Sheedy’s capacity as President and Chief Executive Officer), including obtaining a market-based assessment and analysis. The compensation for Mr. Sheedy was developed using, among other factors, current market conditions for a president and chief executive officer in similarly situated companies. The agreement also contains specified severance benefits upon certain terminations of employment. In consideration of the benefits provided to Mr. Sheedy, the employment agreement contains non-competition covenants during the term of the agreement as well as confidentiality and employee non-solicitation covenants. See “Potential Payments Upon Termination or Change in Control” for additional information on the terms of this agreement.

  83. EXECUTIVE SEVERANCE PLAN

    EXECUTIVE SEVERANCE PLAN We maintain the Grocery Outlet Holding Corp. Executive Severance Plan (the “Executive Severance Plan”) to provide severance benefits to certain eligible employees of the Company and its affiliates who experience a termination of employment under the conditions described in the Executive Severance Plan. Eligible employees under the Executive Severance Plan in Fiscal Year 2023 included all of our Named Executive Officers, other than Mr. Sheedy due to his employment agreement. The purposes of the Executive Severance Plan, among others, are to assist us in attracting and retaining executives by providing a level of protection against involuntary job loss and to provide appropriate incentives to executives to maintain ongoing alignment with stockholder interests. Eligible employees who receive severance benefits under the Executive Severance Plan will be bound by certain restrictive covenants in favor of the Company, including confidentiality, non-disparagement and non-solicitation covenants. See “Potential Payments Upon Termination or Change in Control” for additional information.

  84. CLAWBACK POLICIES

    CLAWBACK POLICIES Pre-October 2023 Policy. In the event that the Compensation Committee determines, in its discretion, that any fraud, willful misconduct or gross negligence by a current or former “Officer” (as that term is defined in Rule 16a-1(f) under the Exchange Act) caused or contributed, directly or indirectly, to the restatement of our reported financial results, our clawback policy, for incentive compensation received prior to October 2, 2023 (“Pre-October 2023 Clawback Policy”), empowers our Compensation Committee to seek recovery of or cancel any “Overpayment”, which is defined as the difference between (i) any incentive compensation paid, granted, vested, settled or accrued based on the belief that the Company, had met or exceeded performance goals that would not have been met had the financial information been accurate, and (ii) the incentive compensation which the Officer would have been paid or awarded based on the accurate financial information or restated results, as applicable. Under the Pre-October 2023 Clawback Policy, the Compensation Committee has discretion whether to seek recoupment, taking into account any factors as it deems appropriate. Current Policy. As required by the listing standards adopted by Nasdaq as a result of SEC rulemaking, our Board recently adopted a new Incentive Compensation Clawback Policy. The policy provides that the Company must promptly recover specified incentive-based compensation that is received by our executive officers on or after October 2, 2023, regardless of fault or misconduct, upon specified accounting restatements of the Company’s financial statement that resulted in such persons receiving an amount that exceeded the amount that would have been received if based on the restated financial statements. There are limited exceptions to the recovery requirement as set forth in the listing standards. Incentive-based compensation is defined as any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure. The subject compensation will be determined without regard to any net settlement of, or taxes paid or payable or withheld on, such compensation, but there will not be any duplicative recovery by the Company. As specified in the listing standards, the Company cannot indemnify, or pay or reimburse for insurance for, an executive officer for recoveries under this policy. The recovery period under the policy is three full years preceding the date our Board or a committee thereof concludes, or reasonably should have concluded, that an accounting restatement is required. If applicable, the Company will provide the current or former executive officer with a written demand for repayment or return and the method thereof (although the Company provides an executive officer with an opportunity to respond at a meeting or otherwise in advance of such formal notice). If such repayment or return is not made when due, the policy provides that the Company will take all reasonable and appropriate actions to recover such erroneously awarded compensation from such person. Incentive Plan Policies. The 2019 Incentive Plan and AIP incorporate by reference any Company clawback policies into such plans. In addition, the 2019 Incentive Plan provides that (i) if a participant receives any amount in excess of the amount the participant should have received under the terms of an award for any reason (including financial restatement, mistake in calculation or administrative error) or (ii) if the Compensation Committee determines a participant has engaged in specified detrimental activity (including the disclosure of proprietary or confidential information, activity that would be grounds for a for-cause termination, a breach of restrictive covenants, or fraud or contributing to any financial restatements or irregularities), then it may cancel all outstanding equity awards and require the repayment of any gain realized on the vesting or exercise of equity awards.

  85. TIMING OF EQUITY AWARDS

    TIMING OF EQUITY AWARDS The Compensation Committee does not coordinate the timing of equity awards to executive officers or employees with the release of material non-public information. Annual equity awards generally are made in the first quarter of each fiscal year during an open window period. New hire equity awards to executive officers are made shortly after commencement of employment.

  86. TIMING OF EQUITY AWARDS

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  87. Tax and Accounting Implications

    Tax and Accounting Implications The Compensation Committee operates its compensation programs with the good faith intention of complying with Section 409A of the Code. We account for equity-based compensation with respect to our long-term equity incentive award programs in accordance with the requirements of FASB Accounting Standards Codification Topic 718, Compensation—Stock Compensation, or FASB ASC Topic 718. The employment agreement with Mr. Sheedy, the Executive Severance Plan and certain incentive plans and agreements may entitle participants to receive payments in connection with a change in control that may result in excess parachute payments. Section 280G of the Code prohibits the company from deducting the portion of the parachute payments constituting “excess parachute payments” and Section 4999 of the Code imposes on the payee a 20% excise tax on the excess parachute payments. For this purpose, parachute payments generally are defined as payments to specified persons that are contingent upon a change in control in an amount equal to or greater than three times the person’s base amount (i.e., the five-year average Form W-2 compensation). The excess parachute payments equal the portion of the parachute payments that exceeds one times the payee’s base amount. We are not obligated to pay any tax gross-ups with respect to the excise tax imposed on any person who received excess parachute payments, although our plans and agreements may contain provisions to limit or prevent parachute payments.

  88. NONQUALIFIED DEFERRED COMPENSATION

    NONQUALIFIED DEFERRED COMPENSATION Section 409A of the Code requires that nonqualified deferred compensation be deferred and paid under plans or arrangements that satisfy the requirements of the statute with respect to the timing of deferral elections, timing of payments and certain other matters. Failure to satisfy these requirements can expose employees and other service providers to accelerated income tax liabilities, penalty taxes and interest on their vested compensation under such plans. Accordingly, as a general matter, it is our intention to design and administer our compensation and benefits plans and arrangements for all of our employees and other service providers, including our Named Executive Officers, so that they are either exempt from, or satisfy the requirements of, Section 409A.

  89. Summary Compensation Table in Fiscal Years 2023, 2022 and 2021

    Summary Compensation Table in Fiscal Years 2023, 2022 and 2021 The following table summarizes the total compensation earned by our Named Executive Officers for the fiscal years indicated. We have omitted from this table the columns for Change in Pension Value and Nonqualified Deferred Compensation Earnings, because no Named Executive Officer received such types of compensation during the fiscal years covered.

  90. Summary Compensation Table in Fiscal Years 2023, 2022 and 2021

    | NAME AND PRINCIPAL POSITION | FISCAL YEAR | SALARY ($)(1) | STOCK AWARDS ($)(2) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(3) | ALL OTHER COMPENSATION ($)(4) | TOTAL ($) | | Robert J. Sheedy, Jr.(5) President and Chief Executive Officer | 2023 | 922,466 | 3,996,047 | 1,283,368 | 37,890 | 6,239,771 | | | 2022 | 617,333 | 1,854,087 | 652,564 | 45,520 | 3,169,504 | | | 2021 | 599,369 | 1,800,116 | — | 1,860 | 2,401,345 | | Charles C. Bracher(6) Former EVP, Chief Financial Officer | 2023 | 592,904 | 1,189,080 | 395,937 | 37,890 | 2,215,811 | | | 2022 | 571,026 | 1,143,371 | 482,891 | 45,732 | 2,243,020 | | | 2021 | 554,375 | 1,110,081 | — | 1,860 | 1,666,317 | | Steven K. Wilson EVP, Chief Purchasing Officer | 2023 | 448,767 | 1,125,030 | 299,684 | 37,840 | 1,911,321 | | | 2022 | 411,538 | 1,030,000 | 290,017 | 44,740 | 1,776,295 | | | 2021 | 399,039 | 1,000,045 | — | 2,532 | 1,401,615 | | Pamela B. Burke EVP, Chief Stores Officer | 2023 | 482,275 | 967,212 | 322,060 | 37,840 | 1,809,387 | | | 2022 | 466,345 | 930,032 | 392,790 | 59,472 | 1,848,639 | | | 2021 | 429,528 | 860,088 | — | 16,784 | 1,306,400 | | Andrea R. Bortner(7) EVP, Chief Human Resources Officer | 2023 | 440,125 | 882,695 | 293,913 | 37,940 | 1,654,673 |

  91. Summary Compensation Table in Fiscal Years 2023, 2022 and 2021

    (1) Amounts reported in the “Salary” column represent the base salary earned by each Named Executive Officer during the fiscal year covered. For a description of salary increases see “Compensation Discussion and Analysis.” (2) Amounts reported in the “Stock Awards” column represent the aggregate grant date fair value of PSUs and RSUs granted. See the “Grants of Plan-Based Awards Table” for further information on the number of PSUs and RSUs granted to our Named Executive Officers in Fiscal Year 2023. These amounts reflect the grant date fair value of the awards (and for the PSUs, the grant date fair value at target), and do not correspond to the actual value that may be realized by the Named Executive Officer. The grant date fair value of the PSUs and RSUs are calculated as of the closing price of our common stock as quoted on Nasdaq on the grant date multiplied by the number of shares of our common stock subject to the award. See Note 8, Share-based Awards to our consolidated financial statements contained in our 2023 Annual Report for a discussion of all assumptions made by us in determining the grant date fair value in accordance with FASB ASC Topic 718. For the PSUs granted in Fiscal Year 2023, the amounts reported are based on target achievement, which was the probable outcome of the related performance conditions as of the grant date. The aggregate grant date fair value of these awards, assuming achievement at the target and the maximum level of performance (the latter of which is 200% of the target amount) is shown in the chart below for each Named Executive Officer.

  92. Summary Compensation Table in Fiscal Years 2023, 2022 and 2021

    | NEO | GRANT DATE FAIR VALUE OF PSUs GRANTED IN 2023 AT TARGET PERFORMANCE ($) | GRANT DATE FAIR VALUE OF PSUs GRANTED IN 2023 AT MAXIMUM PERFORMANCE ($) | | Robert J. Sheedy, Jr. | 2,797,225 | 5,594,450 | | Charles C. Bracher | 713,442 | 1,426,885 | | Steven K. Wilson | 675,018 | 1,350,036 | | Pamela B. Burke | 580,322 | 1,160,644 | | Andrea R. Bortner | 529,617 | 1,059,234 |

  93. Summary Compensation Table in Fiscal Years 2023, 2022 and 2021

    Amounts reported in the “Non-Equity Incentive Plan Compensation” column represent the annual incentive bonus amounts earned by each Named Executive Officer pursuant to the AIP during the fiscal year covered. No amounts were earned for Fiscal Year 2021.

  94. Summary Compensation Table in Fiscal Years 2023, 2022 and 2021

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  95. Summary Compensation Table in Fiscal Years 2023, 2022 and 2021

    Amounts reported in the “All Other Compensation” column represent the following with respect to each Named Executive Officer in the Fiscal Year 2023:

  96. Summary Compensation Table in Fiscal Years 2023, 2022 and 2021

    | NEO | PROFIT SHARING CONTRIBUTION UNDER THE 401(K) PLAN ($) | HEALTH SAVING ACCOUNT CONTRIBUTION ($) | COMPANY-PAID GROUP TERM LIFE INSURANCE ($) | | Robert J. Sheedy, Jr. | 36,300 | 1,050 | 540 | | Charles C. Bracher | 36,300 | 1,050 | 540 | | Steven K. Wilson | 36,300 | 1,000 | 540 | | Pamela B. Burke | 36,300 | 1,000 | 540 | | Andrea R. Bortner | 36,300 | 1,100 | 540 |

  97. Summary Compensation Table in Fiscal Years 2023, 2022 and 2021

    (5) Mr. Sheedy was promoted from President to President and Chief Executive Officer effective January 1, 2023. The compensation shown for Fiscal Years 2021 and 2022 reflect the compensation he received in his role as President. (6) Mr. Bracher resigned from the Company effective March 1, 2024, but he received his full annual incentive bonus due to a consulting agreement with the Company. Ms. Bortner was not a Named Executive Officer in Fiscal Years 2021 and 2022 and therefore her compensation information for such fiscal years is not included herein.

  98. Summary Compensation Table in Fiscal Years 2023, 2022 and 2021

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  99. Grants of Plan-Based Awards in Fiscal Year 2023

    Grants of Plan-Based Awards in Fiscal Year 2023 The following table provides information with respect to grants of plan-based awards to our Named Executive Officers in 2023 under our AIP and 2019 Incentive Plan.

  100. Grants of Plan-Based Awards in Fiscal Year 2023

    | | | | ESTIMATED POSSIBLE PAYOUTS UNDER NON EQUITY INCENTIVE PLAN AWARDS(1) | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS(2) | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (#)(3) | GRANT DATE FAIR VALUE OF STOCK AWARDS ($)(4) | | NAME | GRANT DATE | TYPE OF AWARD | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | | | | Robert J. Sheedy, Jr. | N/A | Performance-Based Cash Award (AIP) | 231,250 | 1,156,250 | 2,312,500 | — | — | — | — | — | | | 3/2/2023 | Performance-Based Restricted Stock Unit | — | — | — | 25,625 | 102,500 | 205,000 | — | 2,797,225 | | | 3/2/2023 | Time-Based Restricted Stock Unit | — | — | — | — | — | — | 43,929 | 1,198,822 | | Charles C. Bracher | N/A | Performance-Based Cash Award (AIP) | 71,344 | 356,720 | 713,439 | — | — | — | — | — | | | 3/2/2023 | Performance-Based Restricted Stock Unit | — | — | — | 6,536 | 26,143 | 52,286 | — | 713,442 | | | 3/2/2023 | Time-Based Restricted Stock Unit | — | — | — | — | — | — | 17,429 | 475,637 | | Steven K. Wilson | N/A | Performance-Based Cash Award (AIP) | 54,000 | 270,000 | 540,000 | — | — | — | — | — | | | 3/2/2023 | Performance-Based Restricted Stock Unit | — | — | — | 6,184 | 24,735 | 49,470 | — | 675,018 | | | 3/2/2023 | Time-Based Restricted Stock Unit | — | — | — | — | — | — | 16,490 | 450,012 | | Pamela B. Burke | N/A | Performance-Based Cash Award (AIP) | 58,032 | 290,160 | 580,320 | — | — | — | — | — | | | 3/2/2023 | Performance-Based Restricted Stock Unit | — | — | — | 5,316 | 21,265 | 42,530 | — | 580,322 | | | 3/2/2023 | Time-Based Restricted Stock Unit | — | — | — | — | — | — | 14,177 | 386,890 | | Andrea R. Bortner | N/A | Performance-Based Cash Award (AIP) | 52,960 | 264,801 | 529,601 | — | — | — | — | — | | | 3/2/2023 | Performance-Based Restricted Stock Unit | — | — | — | 4,852 | 19,407 | 38,814 | — | 529,617 | | | 3/2/2023 | Time-Based Restricted Stock Unit | — | — | — | — | — | — | 12,938 | 353,078 |

  101. Grants of Plan-Based Awards in Fiscal Year 2023

    (1) See “Compensation Discussion and Analysis—Elements of Fiscal Year 2023 NEO Compensation Program” for a description of our annual performance-based cash bonus plan. The amounts in the “Target” column represent the target amounts available under the Fiscal Year 2023 AIP with respect to each Named Executive Officer. For purposes of this table, the “Threshold” amount shown represents an assumption that the Company achieves only the threshold level of adjusted EBITDA performance. (2) The PSUs vest (if at all) based on achievement of performance goals over a three-year performance period. (3) The RSUs vest in three equal annual installments on the three anniversary dates following the vesting commencement date. The amounts included in this column represent the grant date fair value of equity awards granted to our Named Executive Officers under the 2019 Incentive Plan, computed in accordance with FASB ASC Topic 718. The grant date fair value of the PSUs and RSUs are calculated as of the closing price of our common stock as quoted on Nasdaq on the grant date multiplied by the number of shares of our common stock subject to the award. The grant date fair value of the PSUs was computed based upon target achievement, which was the probable outcome of the performance conditions as of the grant date. See footnote 2 to the Summary Compensation Table.

  102. Grants of Plan-Based Awards in Fiscal Year 2023

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  103. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards

    Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Our “Compensation Discussion and Analysis” section of this Proxy Statement describes all material factors necessary to understand and give context to the information in the two preceding tables for Fiscal Year 2023. In February 2024, the Compensation Committee determined our performance achievement applicable to the Fiscal Year 2021 PSUs. Three-year cumulative revenue was $10.627 billion, which resulted in a 105% payout for that weighted metric, and three-year cumulative adjusted EBITDA growth was 18.6%, which resulted in a 115% payout for that weighted metric. Therefore, earned Fiscal Year 2021 PSUs represented a combined achievement of 110% of the target PSUs granted. See “Compensation Discussion and Analysis” for additional information. For Fiscal Years 2023 and 2022, each of our NEOs received profit-sharing contributions under our 401(k) Plan, which are included under “All Other Compensation” in the Summary Compensation Table. No payments under this program were made for Fiscal Year 2021.

  104. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards

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  105. Outstanding Equity Awards at 2023 Fiscal Year End

    Outstanding Equity Awards at 2023 Fiscal Year End The following table includes certain information with respect to outstanding equity awards held by our Named Executive Officers as of December 30, 2023. All specified vesting dates noted below are subject to continued employment or service with us through the applicable vesting date for stock options and RSUs, and through the Compensation Committee’s determination date of achievement for PSUs.

  106. Outstanding Equity Awards at 2023 Fiscal Year End

    | | | OPTION AWARDS | | | | STOCK AWARDS | | | | | NAME | GRANT DATE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS EXERCISABLE (#) | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS UNEXERCISABLE (#) | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($)(1) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($)(1) | | Robert J. Sheedy, Jr. | 11/25/2014 | 10,389 | — | 3.81 | 11/25/2024 | — | — | — | — | | | 6/19/2019 | 91,195 | — | 22.00 | 6/19/2029 | — | — | — | — | | | 3/4/2021 | — | — | — | — | 6,771(2) | 182,546 | 33,514(3) | 903,537(3) | | | 3/3/2022 | — | — | — | — | 17,044(2) | 459,506 | 76,694(3) | 2,067,670(3) | | | 3/2/2023 | — | — | — | — | 43,929(2) | 1,184,326 | 205,000(3) | 5,526,800(3) | | Charles C. Bracher | 11/25/2014 | 25,000 | — | 7.13 | 11/25/2024 | — | — | — | — | | | 6/19/2019 | 91,195 | — | 22.00 | 6/19/2029 | — | — | — | — | | | 3/4/2021 | — | — | — | — | 4,176(2) | 112,585 | 20,667(3) | 557,182(3) | | | 3/3/2022 | — | — | — | — | 10,510(2) | 283,350 | 47,296(3) | 1,275,100(3) | | | 3/2/2023 | — | — | — | — | 17,429(2) | 469,886 | 52,286(3) | 1,409,631(3) | | Steven K. Wilson | 11/25/2014 | 5,522 | — | 3.81 | 11/25/2024 | — | — | — | — | | | 11/25/2014 | 26,495 | — | 7.13 | 11/25/2024 | — | — | — | — | | | 6/19/2019 | 56,120 | — | 22.00 | 6/19/2029 | — | — | — | — | | | 3/4/2021 | — | — | — | — | 3,762(2) | 101,424 | 18,619(3) | 501,968(3) | | | 3/3/2022 | — | — | — | — | 9,468(2) | 255,257 | 42,606(3) | 1,148,658(3) | | | 3/2/2023 | — | — | — | — | 16,490(2) | 444,570 | 49,470(3) | 1,333,711(3) | | Pamela B. Burke | 3/31/2017 | 7,015 | — | 8.57 | 3/31/2027 | — | — | — | — | | | 12/26/2018 | 20,105 | — | 11.64 | 12/26/2028 | — | — | — | — | | | 12/26/2018 | 34,105 | — | 11.64 | 12/26/2028 | — | — | — | — | | | 6/19/2019 | 63,135 | — | 22.00 | 6/19/2029 | — | — | — | — | | | 3/4/2021 | — | — | — | — | 3,235(2) | 87,216 | 16,013(3) | 431,710(3) | | | 3/3/2022 | — | — | — | — | 8,550(2) | 230,508 | 38,470(3) | 1,037,151(3) | | | 3/2/2023 | — | — | — | — | 14,177(2) | 382,212 | 42,530(3) | 1,146,609(3) | | Andrea R. Bortner | 3/4/2021 | — | — | — | — | 3,100(2) | 83,576 | 15,342(3) | 413,620(3) | | | 3/3/2022 | — | — | — | — | 7,802(2) | 210,342 | 35,108(3) | 946,512(3) | | | 3/2/2023 | — | — | — | — | 12,938(2) | 348,808 | 38,814(3) | 1,046,425(3) |

  107. Outstanding Equity Awards at 2023 Fiscal Year End

    (1) The amounts shown in this column represent the number of shares of our common stock that have not vested multiplied by $26.96, the closing price per share of our common stock on December 29, 2023, the last trading day of Fiscal Year 2023. (2) Each RSU vests in three equal annual installments over the three-year period measured from the vesting commencement date of March 1, 2021 (for Fiscal Year 2021 grants), March 1, 2022 (for Fiscal Year 2022 grants), or March 1, 2023 (for Fiscal Year 2023 grants). The number and market value of the PSUs reported for Fiscal Year 2021 grants represent the unvested portion of this award which vested on February 29, 2024, upon certification of the performance results by the Compensation Committee following the performance period ending December 30, 2023. The number of shares reported is based on actual performance for the 2021-2023 performance period. For additional information on the actual performance and payout of the Fiscal Year 2021 award, please see the “Compensation Discussion and Analysis” section. The number and market value of the PSUs reported for Fiscal Year 2022 and Fiscal 2023 grants reflect maximum performance because performance through the last day of Fiscal Year 2023, was tracking above the target payout level. The actual numbers of shares of our common stock that will be distributed for Fiscal Years 2022 and 2023 at the end of the three-year performance period are not yet determinable. The PSUs will vest (if at all) based on the achievement of cumulative operating goals over a three-year performance period. See “Compensation Discussion and Analysis—Long-Term Equity Incentive Compensation” for more information on the cumulative operating goals.

  108. Outstanding Equity Awards at 2023 Fiscal Year End

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  109. Option Exercises and Stock Vested During Fiscal Year 2023

    Option Exercises and Stock Vested During Fiscal Year 2023 The following table provides information about the value realized by the Named Executive Officers on the exercise of stock options and the vesting of stock awards during Fiscal Year 2023.

  110. Option Exercises and Stock Vested During Fiscal Year 2023

    | | OPTION AWARDS | | STOCK AWARDS | | | NAME | NUMBER OF SHARES ACQUIRED ON EXERCISE (#) | VALUE REALIZED ON EXERCISE ($)(1) | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($)(2) | | Robert J. Sheedy, Jr. | — | — | 67,040 | 1,772,538 | | Charles C. Bracher | 106,612 | 2,633,072 | 47,659 | 1,260,104 | | Steven K. Wilson | — | — | 38,078 | 1,006,782 | | Pamela B. Burke | — | — | 37,132 | 981,770 | | Andrea R. Bortner | — | — | 40,828 | 1,091,857 |

  111. Option Exercises and Stock Vested During Fiscal Year 2023

    (1) Based on the amount by which the closing price of a share of our common stock (as quoted by Nasdaq) on the dates of exercise exceeded the applicable exercise price per share of the option, multiplied by the number of shares of our common stock acquired. Based on the number of RSUs vested multiplied by the closing price of our common stock (as quoted by Nasdaq) on the vesting date.

  112. Option Exercises and Stock Vested During Fiscal Year 2023

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  113. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The information below describes and estimates certain compensation that would have been payable to our Named Executive Officers under existing plans and arrangements if a qualifying termination or change in control occurred on December 30, 2023, the last day of Fiscal Year 2023. These benefits are in addition to benefits available generally to salaried employees. Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any actual amounts paid or distributed may be different from those estimated below. Factors that could affect these amounts include the timing during the year of any such event and the trading price of our common stock at that time. There can be no assurance that a termination or change in control would produce the same or similar results as those described below if any assumption used to prepare this information is not correct in fact.

  114. POTENTIAL PAYMENTS UPON TERMINATION OR AFTER CHANGE IN CONTROL (AS OF DECEMBER 30, 2023)

    POTENTIAL PAYMENTS UPON TERMINATION OR AFTER CHANGE IN CONTROL (AS OF DECEMBER 30, 2023) The following table describes the potential payments and benefits that would have been payable to our Named Executive Officers under existing plans and arrangements if a qualifying termination or change in control occurred on December 30, 2023, the last business day of our Fiscal Year 2023. The amounts shown in the tables do not include payments and benefits to the extent they are provided generally to all salaried employees upon termination of employment and do not discriminate in scope, terms or operation in favor of our Named Executive Officers.

  115. POTENTIAL PAYMENTS UPON TERMINATION OR AFTER CHANGE IN CONTROL (AS OF DECEMBER 30, 2023)

    | NAME | TRIGGERING EVENT | SALARY ($) | BONUS ($) | HEALTH BENEFITS CONTINUATION COVERAGE ($) | VALUE OF OPTION ACCELERATION ($) | VALUE OF TIME-BASED RSU ACCELERATION ($) | VALUE OF PSU AWARD ACCELERATION ($) | TOTAL ($) | | Robert J. Sheedy, Jr. | Termination Without Cause or for Good Reason(1) | 1,850,000 | 3,468,750 | 57,663 | — | 670,333 | — | 6,046,746 | | | Death or Disability prior to Change in Control | — | 1,156,250(2) | — | — | 670,333(2) | 2,431,747(3) | 4,258,330 | | | Termination Without Cause after Change in Control | — | — | — | — | 1,826,378(3) | 4,618,625(3) | 6,445,003 | | | Death or Disability after a Change in Control | — | — | — | — | — | 4,618,625(3) | 4,618,625 | | Charles C. Bracher | Termination Without Cause or for Good Reason(4) | 594,533 | 356,720 | 38,633 | — | — | — | 989,886 | | | Qualifying Termination after Change in Control | 891,800 | 535,080(4) | 49,492(4) | — | 865,820(3) | 1,848,890(3) | 4,191,081 | | | Death or Disability prior to Change in Control | — | — | — | — | — | 1,166,496(3) | 1,166,496 | | | Death or Disability after to Change in Control | — | — | — | — | — | 1,848,890(3) | 1,848,890 | | Steven K. Wilson | Termination Without Cause after Change in Control | 450,000 | 270,000 | 38,373 | — | — | — | 758,373 | | | Qualifying Termination after Change in Control | 675,000(4) | 405,000(4) | 49,425(4) | — | 801,251(3) | 1,697,509(3) | 3,628,185 | | | Death or Disability prior to Change in Control | — | — | — | — | — | 1,061,496(3) | 1,061,496 | | | Death or Disability after a Change in Control | — | — | — | — | — | 1,697,509(3) | 1,697,509 | | Pamela B. Burke | Termination Without Cause or for Good Reason(4) | 483,600 | 290,160 | 38,633 | — | — | — | 821,393 | | | Qualifying Termination after Change in Control | 725,400(4) | 435,240(4) | 49,492(4) | — | 699,936 | 1,484,337(3) | 3,394,405 | | | Death or Disability prior to Change in Control | — | — | — | — | — | 929,275(3) | 929,275 | | | Death or Disability after to Change in Control | — | — | — | — | — | 1,484,337(3) | 1,484,337 | | Andrea R. Bortner | Termination Without Cause after Change in Control | 441,334 | 264,800 | 38,633 | — | — | — | 744,767 | | | Qualifying Termination after Change in Control | 662,001(4) | 397,201(4) | 49,492(4) | — | 642,726(3) | 1,372,480(3) | 3,123,899 | | | Death or Disability prior to Change in Control | — | — | — | — | — | 865,919(3) | 865,919 | | | Death or Disability after a Change in Control | — | — | — | — | — | 1,372,480(3) | 1,372,480 |

  116. POTENTIAL PAYMENTS UPON TERMINATION OR AFTER CHANGE IN CONTROL (AS OF DECEMBER 30, 2023)

    The employment agreement for Mr. Sheedy provides that in the event of a termination of employment without Cause or resignation for Good Reason, he would be entitled to (i) accrued base salary and benefits, (ii) continued payment of his base salary in equal installments in accordance with the Company’s regular payroll practices for a period of 24 months, (iii) an amount equal to two times his target bonus for the year in which the termination

  117. POTENTIAL PAYMENTS UPON TERMINATION OR AFTER CHANGE IN CONTROL (AS OF DECEMBER 30, 2023)

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  118. POTENTIAL PAYMENTS UPON TERMINATION OR AFTER CHANGE IN CONTROL (AS OF DECEMBER 30, 2023)

    date occurs, payable in equal installments for a period of 24 months; (iv) payment for up to 18 months of medical and dental benefits, (v) any unpaid bonus in respect of any fiscal year completed prior to the date of termination, (vi) subject to the satisfaction of applicable performance objectives, payment of a pro-rated bonus with respect to the fiscal year of termination, and (vii) pro-rated vesting of any outstanding time-based restricted stock units or stock options, calculated, in each case, as of the date of termination (“Pro Rata Vesting Rights”). For purposes of calculating (iv) we used the COBRA premium amounts. The amount shown under the “Bonus” column reflects (iii) and (vi), with the latter being calculated at target performance. (2) The employment agreement for Mr. Sheedy provides that if his employment was terminated by reason of his death or disability, he would be entitled to (i) Pro Rata Vesting Rights, (ii) accrued base salary and benefits, (iii) a lump sum amount equal to his pro rata target annual bonus for the year in which the termination occurs, and (iv) any unpaid bonus in respect of any fiscal year completed prior to the date of termination. (3) The form of Time-Based Restricted Stock Unit Notice and Agreement under our 2019 Incentive Plan provides, among other terms, full acceleration of the award if the participant undergoes a termination without Cause following a Change in Control. Additionally, the form of Performance Stock Unit Grant Notice and Agreement under our 2019 Incentive Plan provides, among other terms, (i) in the event a participant undergoes a termination as a result of participant’s death or disability prior to a Change in Control, then a prorated portion of the PSU will vest, with such proration based on the number of days elapsed from the commencement of the performance period through the date of such termination and (ii) in the event a participation undergoes a termination after a Change in Control either without Cause, for Good Reason or due to participant’s death or disability, then the PSUs will vest in full at target performance as of the date of such termination. In connection with the Executive Severance Plan described above each of our NEOs (other than Mr. Sheedy for Fiscal Year 2023) is entitled to the following benefits if he or she is terminated without Cause, or by the participant for Good Reason not in connection with a Change in Control: (i) 1.0 times the sum of the participant’s annual base salary and target bonus, payable in accordance with our regular payroll practices over 12 months and (ii) subject to participant’s timely election under COBRA, payment, or reimbursement for, the difference between the COBRA premium and the premium paid by active Company employees for the same coverage for 12 months.

  119. POTENTIAL PAYMENTS UPON TERMINATION OR AFTER CHANGE IN CONTROL (AS OF DECEMBER 30, 2023)

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  120. Pay Versus Performance

    Pay Versus Performance The following table provides information about the relationship between executive compensation actually paid and certain financial performance of the Company. Please see “Compensation Discussion and Analysis” for a discussion of our compensation philosophy, objectives, process and components of our NEO compensation program, including how the Compensation Committee structures our NEO compensation program to motivate and reward the achievement of performance-based financial goals that align with our operational and strategic objectives. The SEC-defined Compensation Actually Paid (“CAP”) data set forth in the table below does not reflect amounts actually realized by our NEOs, and the Compensation Committee has not used or considered CAP previously in establishing the NEO compensation program. A significant portion of the CAP amounts shown relate to changes in values of unvested awards over the course of the reporting fiscal year. Accordingly, CAP may be positive or negative in an applicable given year solely due to adjustments made. These unvested awards remain subject to significant risk from forfeiture conditions and possible future declines in value based on changes in our stock price. As described in detail in the “Compensation Discussion and Analysis” section above, the PSUs are subject to multi-fiscal year performance conditions tied to objective performance metrics and all of the RSUs and PSUs are subject to time vesting conditions. The ultimate values actually realized by our NEOs from unvested equity awards, if any, will not be determined until the awards fully vest (or thereafter upon exercise, in the case of outstanding stock options).

  121. Pay Versus Performance

    | | | | | | | | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: | | | | | FISCAL YEAR (a) | SUMMARY COMPENSATION TABLE TOTAL FOR PEO PRIOR TO 2023 ($)(1) (b-1) | COMPENSATION ACTUALLY PAID TO PEO PRIOR TO 2023 ($)(2) (c-1) | SUMMARY COMPENSATION TABLE TOTAL FOR PEO DURING 2023 ($)(1) (b-2) | COMPENSATION ACTUALLY PAID TO PEO DURING 2023 ($)(2) (c-2) | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON- PEO NEOS ($)(3) (d) | AVERAGE COMPENSATION ACTUALLY PAID TO NON- PEO NEOS ($)(4) (e) | TOTAL SHAREHOLDER RETURN ($)(5) (f) | PEER GROUP TOTAL SHAREHOLDER RETURN ($)(6) (g) | NET INCOME (thousands) ($)(7) (h) | ADJUSTED EBITDA (thousands) ($)(8) (i) | | 2023 | — | — | 6,239,771 | 7,950,403 | 1,897,798 | 2,297,082 | 80.55 | 136.50 | 79,437 | 252,621 | | 2022 | 5,330,287 | 8,453,783 | — | — | 2,259,365 | 3,264,167 | 87.21 | 118.60 | 65,052 | 214,682 | | 2021 | 4,008,965 | (515,014) | — | — | 1,693,919 | 25,605 | 84.49 | 172.04 | 62,310 | 182,892 | | 2020 | 5,452,022 | 12,956,398 | — | — | 2,278,353 | 4,068,193 | 117.27 | 147.65 | 106,713 | 212,705 |

  122. Pay Versus Performance

    (1) The dollar amounts reported in column (b-1) are the amounts of total compensation reported for Eric J. Lindberg, Jr. (our Chief Executive Officer during Fiscal Years 2020 through 2022) for each corresponding fiscal year in the “Total” column of the Summary Compensation Table in the Company’s proxy statement for the 2023 annual meeting of stockholders. The dollar amounts reported in column (b-2) is the amount of total compensation reported for Robert J. Sheedy, Jr. (our President and Chief Executive Officer during Fiscal Year 2023) for Fiscal Year 2023 in the “Total” column of the Summary Compensation Table. (2) The dollar amounts reported in column (c-1) and (c-2) represent the amount of “compensation actually paid” to Mr. Lindberg (for Fiscal Years 2020 through 2022) and to Mr. Sheedy (for Fiscal Year 2023), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Lindberg or Mr. Sheedy during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following table provides the adjustments that were made to Mr. Lindberg’s total compensation for Fiscal Years 2020 through 2022 and for Mr. Sheedy for Fiscal Year 2023 to determine the compensation actually paid. No amounts were reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table for any applicable fiscal year, and therefore no defined benefit and actuarial pension plan adjustments were made for any applicable fiscal year.

  123. Pay Versus Performance

    | FISCAL YEAR | REPORTED SUMMARY COMPENSATION TABLE TOTAL FOR PEO ($) | REPORTED VALUE OF EQUITY AWARDS ($)(a) | EQUITY AWARD ADJUSTMENTS ($)(b) | COMPENSATION ACTUALLY PAID TO PEO ($) | | 2023 | 6,239,771 | (3,996,047) | 5,706,679 | 7,950,403 | | 2022 | 5,330,287 | (3,300,033) | 6,423,529 | 8,453,783 | | 2021 | 4,008,965 | (3,200,036) | (1,323,943) | (515,014) | | 2020 | 5,452,022 | (3,090,028) | 10,594,404 | 12,956,398 |

  124. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table The Company is providing the following descriptions of the relationships between information presented in the Pay Versus Performance table, including “compensation actually paid”, as required by Item 402(v) of Regulation S-K. The Compensation

  125. Analysis of the Information Presented in the Pay Versus Performance Table

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  126. Analysis of the Information Presented in the Pay Versus Performance Table

    Committee has not previously used or considered “compensation actually paid” as computed in accordance with Item 402(v) of Regulation S-K to set NEO target pay or align our NEO compensation to Company performance. See “Compensation Discussion and Analysis” for a discussion of how the Compensation Committee designs our executive compensation program and sets NEO target pay. Compensation Actually Paid and Cumulative TSR; Cumulative TSR of the Company and Nasdaq US Benchmark General Retailers Index. The following chart presents the amount of compensation actually paid to our PEO and the average amount of compensation actually paid to our NEOs as a group (excluding the PEO) for 2020 through 2023 in comparison to our cumulative TSR and the TSR of the Nasdaq US Benchmark General Retailers Index for such years.

  127. Analysis of the Information Presented in the Pay Versus Performance Table

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  128. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income The following chart presents the amount of compensation actually paid to our PEO and the average amount of compensation actually paid to our NEOs as a group (excluding the PEO) for 2020 through 2023 in comparison to our net income for such years.

  129. Compensation Actually Paid and Net Income

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  130. Compensation Actually Paid and Adjusted EBITDA

    Compensation Actually Paid and Adjusted EBITDA The following chart presents the amount of compensation actually paid to our PEO and the average amount of compensation actually paid to our NEOs as a group (excluding the PEO) for 2020 through 2023 in comparison to our adjusted EBITDA for such years.

  131. Compensation Actually Paid and Adjusted EBITDA

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  132. CEO PAY RATIO

    CEO PAY RATIO We are providing the following information regarding the ratio of the annual total compensation of Robert J. Sheedy, Jr., our President and Chief Executive Officer during Fiscal Year 2023, to the annual total compensation of our median employee. For Fiscal Year 2023:

  133. CEO PAY RATIO

    | MEDIAN EMPLOYEE | The annual total compensation of our median compensated employee (other than our President and CEO) was $70,071 | | CHIEF EXECUTIVE OFFICER | The annual total compensation of our President and CEO, as reported in the Summary Compensation Table above, was $6,239,771 | | PAY RATIO | The annual total compensation of our President and CEO was approximately 89.0 times the annual total compensation of our median employee (other than our President and CEO) |

  134. CEO PAY RATIO

    This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on the methodology described below. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies—including companies in our peer group—may not be comparable to the pay ratio reported above. Further, other companies may have different employment and compensation practices, different geographic breadth, and have more or less employees at comparable skill and pay levels. This information is being provided for compliance purposes. Neither the Compensation Committee nor management of the Company used the pay ratio measure in making compensation decisions.

  135. INDEMNIFICATION OF DIRECTORS AND OFFICERS

    INDEMNIFICATION OF DIRECTORS AND OFFICERS We have entered into an indemnification agreement with each of our directors and executive officers. The indemnification agreements, together with our Amended and Restated Bylaws, provide that we will jointly and severally indemnify each indemnitee to the fullest extent permitted by the Delaware general corporation law from and against all loss and liability suffered and expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by or on behalf of the indemnitee in connection with any threatened, pending, or completed action, suit or proceeding. Additionally, we agree to advance to the indemnitee all out-of-pocket costs of any type or nature whatsoever incurred in connection therewith.

  136. INDEMNIFICATION OF DIRECTORS AND OFFICERS

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  137. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

    | PLAN CATEGORY | NUMBER OF SECURITIES TO BE ISSUED UPON EXERCISE OF OUTSTANDING EQUITY AWARDS (A) | WEIGHTED-AVERAGE EXERCISE PRICE OF OUTSTANDING EQUITY AWARDS (B) | NUMBER OF SECURITIES REMAINING AVAILABLE FOR FUTURE ISSUANCE UNDER EQUITY COMPENSATION PLANS (EXCLUDING SECURITIES REFLECTED IN COLUMN (A)) (C) | | Equity Compensation Plans Approved by Stockholders(1) | 5,381,307(2) | $12.35(3) | 1,860,849(4) | | Equity Compensation Plans Not Approved by Stockholders | — | — | — | | Total | 5,381,307 | $12.35 | 1,860,849 |

  138. Proposal 1—Election of Class II Directors

    Proposal 1—Election of Class II Directors At our Annual Meeting, stockholders will elect three Class II directors to hold office effectively until our 2026 annual meeting of stockholders. In 2022, we amended our Amended and Restated Certificate of Incorporation to declassify our Board following approval by our stockholders. The charter now provides that directors will be elected for a three-year term, but that the term of all classes of directors will terminate at the 2026 annual meeting of stockholders. The following directors are being nominated for re-election to our Board: Mary Kay Haben, Gail Moody-Byrd, and Jeffrey R. York. These nominees were recommended by our Nominating and Corporate Governance Committee and approved for nomination by our Board. Biographical information regarding the nominees and information regarding the qualifications of the nominees appears under the heading “Corporate Governance and Board Matters—Director Backgrounds and Qualifications.” Our Nominating and Corporate Governance Committee and Board believes that each director nominee has the requisite experience, skills, qualification, personal and professional integrity, and diversity of background and understands our business and industry. Our Board believes that each director nominee has demonstrated the willingness and the ability to dedicate adequate time and attention to fulfill the responsibilities required as a director. The Board has determined that Mses. Haben and Moody-Byrd and Mr. York are independent directors. The directors will serve until their successors have been duly elected and qualified, or until any such director’s earlier resignation, retirement or other termination of service. The individuals named as proxies in the form of proxy solicited by our Board intend to vote the represented shares of our common stock for such nominees, unless otherwise instructed on the form of proxy. Proxies cannot be voted for a greater number of persons than the number of nominees named. If any nominee for any reason is unable to serve or will not serve, the proxies may be voted for such substitute nominee as the proxy holder may determine. Alternatively, the Board may reduce the size of the Board and, therefore, the number of directors to be elected. If any substitute nominee is designated, we will file amended proxy materials that, as applicable, identify any substitute nominee, disclose that such nominee has consented to being named in the revised proxy statement and to serve if elected, and include certain biographical and other information about such nominee as required by the rules of the SEC. We are not aware of any nominee who will be unable to or will not serve as a director. Voting, Election and Conditional Resignations. Our Amended and Restated Bylaws provides that in an uncontested director election, a director nominee will be elected to the Board by the stockholders only if the votes cast “FOR” such nominee’s election exceed the votes cast “AGAINST” such nominee’s election. Although counted for quorum purposes, abstentions and broker non-votes, if any, will not be included in the total number of votes cast or be counted as votes for or against any nominee’s election. If a nominee who currently serves as a director is not re-elected, Delaware law provides that the director would continue to serve on the Board as a “holdover director.” Under our Corporate Governance Guidelines, we maintain a director resignation policy which provides for the contingent resignation of a director who receives more “against” votes than “for” votes in an uncontested director election, as well as the process of the Nominating and Corporate Governance Committee and the Board to review such resignation offer and publicly disclose the Board’s decision on whether to accept such offer.

  139. Proposal 1—Election of Class II Directors

    | The Board unanimously recommends that the stockholders vote “FOR” the election of each of the nominated Class II directors. |

  140. Proposal 1—Election of Class II Directors

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  141. ARE ALL OF THE COMPANY’S DIRECTORS STANDING FOR ELECTION TO THE BOARD OF DIRECTORS AT THE ANNUAL MEETING?

    ARE ALL OF THE COMPANY’S DIRECTORS STANDING FOR ELECTION TO THE BOARD OF DIRECTORS AT THE ANNUAL MEETING? No, only our Class II directors are standing for re-election at this time. Our Class III directors will stand for election in 2025. In 2022, we amended our Amended and Restated Certificate of Incorporation to declassify our Board following approval by our stockholders. The charter now provides that directors will be elected for a three-year term, but that the term of all classes of directors will terminate at the 2026 annual meeting of stockholders. Beginning with the annual meeting of stockholders in 2026, each nominated director will stand for election for a one-year term.