DEF 14A of Grocery Outlet Holding Corp., Apr 17, 2025

DEF 14A of Grocery Outlet Holding Corp.

Filed Apr 17, 2025 · FY20240001104659-25-036008

Open on EDGAR

  1. To be held on Monday, June 2, 2025 11:00 a.m. Pacific Daylight Time

    | Outstanding Equity Awards at 2024 Fiscal Year End | 72 | | Option Exercises and Stock Vested During Fiscal Year 2024 | 73 | | Potential Payments Upon Termination or Change in Control | 74 | | Pay Versus Performance | 79 | | CEO Pay Ratio | 86 | | CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 88 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 90 | | SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS | 92 | | PROPOSALS FOR CONSIDERATION AT ANNUAL MEETING | 93 | | Proposal 1—Election of Class III Directors | 93 | | Proposal 2—Ratification of Independent Registered Public Accounting Firm | 94 | | Proposal 3—Advisory (Non-Binding) Vote to Approve the Company’s Named Executive Officer Compensation | 95 | | Proposal 4—Approval of an Amendment to our Restated Certificate of Incorporation to Provide Stockholders Holding a Combined 25% or More of Our Common Stock with the Right to Request a Special Meeting of Stockholders | 96 | | Proposal 5—Approval of Amendment to our Restated Certificate of Incorporation to Permit the Exculpation of Officers Consistent with Changes to Delaware General Corporation Law | 99 | | ADDITIONAL INFORMATION | 100 | | OTHER MATTERS | 106 | | Appendix A: Special Meeting Rights Amendment | A-1 | | Appendix B: Exculpation of Officers Amendment | B-1 | | Appendix C: Second Restated Certificate of Incorporation | C-1 |

  2. Class III Director Nominees As Of Record Date

    Class III Director Nominees As Of Record Date Our board of directors (“Board of Directors” or “Board”) has nominated each of the three Class III directors listed below (with information as of April 8, 2025) to be elected at the 2025 Annual Meeting for terms effectively ending in 2026. In 2022, we amended our Amended and Restated Certificate of Incorporation (the “Restated Certificate of Incorporation”) to declassify

  3. Class III Director Nominees As Of Record Date

    | Page | 2 | Grocery Outlet 2025 Proxy Statement | |

  4. Class III Director Nominees As Of Record Date

    our Board following approval by our stockholders. The Restated Certificate of Incorporation 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.

  5. Class III Director Nominees As Of Record Date

    | NAME | AGE | POSITION | | Carey F. Jaros | 47 | Independent director (since Sept. 2020) Member of the Compensation Committee | | Eric J. Lindberg, Jr. | 54 | Director (since Jan. 2006) Chairman of the Board (since Jan. 2023) | | Jason Potter | 54 | Director (since Feb. 2025) |

  6. Board of Directors

    Board of Directors

  7. Class III Director Nominees

    Class III Director Nominees

  8. Class III Director Nominees

    | CAREY F. JAROS, Independent Director | | | | Age: 47 Director Since: Sept. 2020 Committees • Compensation (since July 2022) • Audit and Risk (Sept. 2020 to July 2022) | | 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 | |

  9. Class III Director Nominees

    | 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 |

  10. Class III Director Nominees

    | Page | 13 | Grocery Outlet 2025 Proxy Statement | |

  11. Class III Director Nominees

    | technology, including a state-of-the-art material handling system for distribution operations and similar to what is used 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 that drives its strategy. • Is a member of GOJO’s Audit and Risk, People and Culture, and Finance committees. • Private board service and advisory roles provide additional governance, compensation and strategic oversight experience. |

  12. Class III Director Nominees

    | Page | 14 | Grocery Outlet 2025 Proxy Statement | |

  13. Class III Director Nominees

    | ERIC J. LINDBERG, JR., Chairman of the Board | | | | Age: 54 Director Since: Jan. 2006 Chairman Since: Jan. 2023 Committees: None | | Career Highlights October 2024 to February 2025, served as Interim President and Chief Executive Officer at Grocery Outlet. 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 a 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 most of 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 meaningful stock ownership in the Company. | |

  14. Class III Director Nominees

    | Page | 15 | Grocery Outlet 2025 Proxy Statement | |

  15. Class III Director Nominees

    | JASON POTTER | | | | Age: 54 Director Since: Feb. 2025 Committees: None | | Career Highlights Since Feb. 2025, served as President and Chief Executive Officer at Grocery Outlet. From Mar. 2020 to Jan 2025, served as Chief Executive Officer and director at The Fresh Market, Inc., a specialty grocery retailer of fresh, gourmet food and prepared meals. From 1990 to June 2018, served in successively senior positions at Sobeys Inc., a Canadian food and drug retailer and wholly owned subsidiary of The Empire Company Limited, including most recently as Executive Vice President of Operations (May 2017 to June 2018). Prior to that, he served as President of Sobeys West, President of Sobeys Atlantic and President of Multi-Format Operations. Public Company Boards None Other Information He received a Bachelor of Management and Master of Business Administration from Athabasca University. He also completed the Advanced Management Program at Harvard Business School. He was named to Canada’s “Top 40 Under 40” for Leadership by Caldwell Partners in 2008. Skills and Qualifications Relevant to Service on our Board • More than 30 years of grocery retail experience and a merchant at heart, with a track record of growing and scaling grocery businesses of significant complexity to drive earnings growth and shareholder value. Most recently, at The Fresh Market, he led the successful transformation of the business to strong earnings growth, as well as driving an award-winning customer experience that led to its selection as USA Today’s Readers’ Choice “Best Supermarket in America” in 2021, 2022 and 2023. At Sobeys, one of the largest food retailers in North America, he oversaw store operations for approximately 1,500 stores under several banners with more than $12 billion in revenues. • Strong executive leadership experience, with more than 17 years of profit and loss leadership of The Fresh Market and numerous brands at Sobeys. Has led numerous transformational strategic projects for turnaround, growth and mature brands, and has strong financial expertise. Initiated key innovations, including e-commerce and private label development opportunities. • Particular expertise in large-scale operations, complex supply chain and logistics, marketing, merchandising and strategy. Spent early career learning the retail food business through numerous jobs of increasing responsibility, including developing significant expertise in managing stores and distribution centers, real estate site selection as well as merchandising and marketing. • As President and CEO, he is our operational and strategic day-to-day leader, and his vision, values and hands-on communication style aligns with the Company’s goals and culture. Understands how to lead a customer-centric business model that emphasizes the store experience and customer loyalty. • His prior experience as a combined CEO and a director of a private food and drug retailer provides him with relevant governance, risk management and strategic oversight expertise, as well as experience serving in dual capacities as an executive and director. • Depth of experience with a franchise operating model at Sobeys, which has many similarities to Grocery Outlet’s independent operator model. | |

  16. Class III Director Nominees

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  17. Class I Directors with Terms Expiring in 2026

    Class I Directors with Terms Expiring in 2026

  18. Class I Directors with Terms Expiring in 2026

    | KENNETH W. ALTERMAN, Independent Director | | | | Age: 68 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 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. | |

  19. Class I Directors with Terms Expiring in 2026

    | Page | 17 | Grocery Outlet 2025 Proxy Statement | |

  20. Class I Directors with Terms Expiring in 2026

    | JOHN (“JEB”) E. BACHMAN, Independent Director | | | | Age: 69 Director Since: Nov. 2019 Committees • Audit and Risk (Chair, since Nov. 2019) | | Career Highlights Since 2016, 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 | |

  21. 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 |

  22. 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 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. |

  23. Class I Directors with Terms Expiring in 2026

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  24. Class I Directors with Terms Expiring in 2026

    | THOMAS F. HERMAN, Independent Director | | | | Age: 84 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 | |

  25. Class I Directors with Terms Expiring in 2026

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

  26. 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. |

  27. Class I Directors with Terms Expiring in 2026

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  28. 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. |

  29. Class I Directors with Terms Expiring in 2026

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  30. Class I Directors with Terms Expiring in 2026

    | ERIK D. RAGATZ, Lead Independent Director | | | | Age: 52 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) |

  31. Class I Directors with Terms Expiring in 2026

    | 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 Current None |

  32. Class I Directors with Terms Expiring in 2026

    | Prior Snap One Holdings Corp. (Aug 2017 to June 2024), a leading omnichannel supplier of connected home products and solutions to home integrators. Nasdaq: SNPO • Chairman (Aug. 2017 – June 2024) • Nomination and Governance Committee Chairman (July 2021 – June 2024) • Compensation Committee Chairman (Aug. 2017 – July 2021), Member (July 2021 – June 2024) | LPL Financial Holdings, Inc. (2009 to 2012), a leading provider of brokerage and investment advisory services. Nasdaq: LPLA |

  33. 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 Chairman (Since June 2024), Executive Chairman (Nov. 2023 to June 2024) 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 |

  34. Class I Directors with Terms Expiring in 2026

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  35. Class I Directors with Terms Expiring in 2026

    | manufacturing and distribution (2008 to 2012), healthcare services (2007 to 2011), and energy generation (2004 to 2005). 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. |

  36. Class I Directors with Terms Expiring in 2026

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  37. Class II Directors with Terms Expiring in 2026

    Class II Directors with Terms Expiring in 2026

  38. Class II Directors with Terms Expiring in 2026

    | 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 | |

  39. Class II Directors with Terms Expiring in 2026

    | 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; Chair, since June 2024) • 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, and since June 2024) 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) |

  40. Class II Directors with Terms Expiring in 2026

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  41. Class II Directors with Terms Expiring in 2026

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

  42. Class II Directors with Terms Expiring in 2026

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  43. Class II Directors with Terms Expiring in 2026

    | GAIL MOODY-BYRD, Independent Director | | | | Age: 67 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 two 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. | |

  44. Class II Directors with Terms Expiring in 2026

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  45. Class II Directors with Terms Expiring in 2026

    | JEFFREY R. YORK, Independent Director | | | | Age: 61 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 2024, has served as Chief Executive Officer of Altea Active, a private fitness and wellness company in Canada. June 2020 to January 2025, served 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. He has been determined by our Board to be an audit committee financial expert. • Canadian public company director roles provides relevant governance, compensation, additional financial and strategic oversight experience. | |

  46. Class II 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 June 3, 2024. In particular, (i) the annual cash retainer for the Chair of the Compensation Committee increased from $20,000 to $25,000 and (ii) the grant date fair value of the annual restricted stock unit (“RSU”) award increased from $125,000 to $150,000.

  48. Fiscal Year 2024 Director Compensation Table

    Fiscal Year 2024 Director Compensation Table The following table summarizes the compensation paid to or earned by our directors in Fiscal Year 2024, excluding (i) Mr. Sheedy who served as a director until October 29, 2024 and did not receive any compensation for his director service and whose compensation is disclosed in the Summary Compensation Table; and (ii) Mr. Lindberg who was compensated as our Interim President and Chief Executive Officer for a portion of Fiscal Year 2024 and whose compensation as a non-employee director during Fiscal Year 2024 is reported in the Summary Compensation Table. During the period Mr. Lindberg served as Interim President and Chief Executive Officer, he did not receive cash compensation as non-employee director.

  49. Fiscal Year 2024 Director Compensation Table

    | NAME | FEES EARNED OR PAID IN CASH ($) | STOCK AWARDS ($)(1) | TOTAL ($) | | Kenneth W. Alterman | 97,870 | 150,006 | 247,876 | | John E. (“Jeb”) Bachman | 100,000 | 150,006 | 250,006 | | Mary Kay Haben | 95,000 | 150,006 | 245,006 | | Thomas F. Herman | 100,000 | 150,006 | 250,006 | | Carey F. Jaros | 85,000 | 150,006 | 235,006 | | Gail Moody-Byrd | 90,000 | 150,006 | 240,006 | | Erik D. Ragatz | 145,000 | 150,006 | 295,006 | | Jeffrey R. York | 90,000 | 150,006 | 240,006 |

  50. Fiscal Year 2024 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 1, Organization and Summary of Significant Accounting Policies, and Note 8, Share-based Awards to our consolidated financial statements contained in our 2024 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 3, 2024 to each of our non-employee directors was for 6,803 shares of our common stock under our 2019 Incentive Plan. Such grant represented the $150,000 annual grant as set forth in our non-employee director compensation policy. As of the end of Fiscal Year 2024, each of our non-employee directors held 6,803 RSUs.

  51. Fiscal Year 2024 Director Compensation Table

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  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 | | ✓ Our fully independent Compensation Committee retains and actively engages with an independent compensation consultant ✓ Annually determine our peer group and review peer group and survey benchmarking data ✓ Align short- and long-term incentive programs to business strategy and stockholder interests ✓ 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 (200% of target) ✓ “At risk” compensation and long-term equity awards each represents a majority of target total direct compensation ✓ 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 ✓ Provide an annual stockholder Say-on-Pay advisory vote ✓ Engage periodically with our stockholders regarding, among other things, our ESG strategy and executive compensation program | No single trigger vesting of equity-based awards upon change in control | | | No tax gross ups on severance or change-in-control benefits | | | No hedging or pledging of our stock | | | No significant executive perquisites or supplemental benefits | | | No guaranteed bonuses, except new hire inducements, interim roles and severance | | | Our equity plan does not allow repricing or exchange of underwater options without stockholder approval | | | No dividend equivalents to executive officers paid on unvested RSU or PSU awards |

  55. Key Elements of Fiscal Year 2024 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 One-year Company performance goals: • Adjusted EBITDA (70% weighting) • Comparable store sales growth (30% weighting) Fiscal Year 2024 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 following the performance period on the Compensation Committee determination date and is based on two measures: • 3-year cumulative net sales (50% weighting of grant value of target PSUs) • 3-year cumulative adjusted EPS growth (50% weighting of grant value of target PSUs) Fiscal Year 2024 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 2024 ANNUAL INCENTIVE PLAN (BONUS)

    FISCAL YEAR 2024 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 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 fiscal 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 2024 Target Bonus Opportunity

    Fiscal Year 2024 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 Officers for Fiscal Year 2024, which remained unchanged from Fiscal Year 2023 for Mr. Sheedy, Mr. Wilson and Ms. Burke.

  58. Fiscal Year 2024 Target Bonus Opportunity

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  59. Fiscal Year 2024 Target Bonus Opportunity

    | NEO | TARGET BONUS OPPORTUNITY (% OF SALARY) | | Robert J. Sheedy, Jr. | 125 | | Lindsay E. Gray | 50(1) | | Ramesh Chikkala | 60 | | Steven K. Wilson | 60 | | Pamela B. Burke | 60 |

  60. Fiscal Year 2024 Target Bonus Opportunity

    (1) In connection with her appointment as Interim Chief Financial Officer, Ms. Gray received an incremental cash bonus of $30,000 per month of service. Such amount is not reflected in her target bonus opportunity in this table. See “—Employment and Severance Arrangements with NEOs—Ms. Gray”.

  61. Fiscal Year 2024 Achievement Factors

    Fiscal Year 2024 Achievement Factors Consistent with the AIP in Fiscal Year 2023, the Compensation Committee utilized adjusted EBITDA and comparable store sales growth as the two performance metrics for the Fiscal Year 2024 AIP. In alignment with our compensation risk framework, the actual bonus payout under the Fiscal Year 2024 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); 6% (minimum); 100% (target); and 200% (maximum), with payout bands among threshold, target and maximum that generally are based on linear interpolation. However, the payout for comparable store 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%. In addition, for the Fiscal Year 2024 AIP, the Compensation Committee revised the slope of payout scale to reduce annual payout volatility. (1) See our 2024 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 2024 AIP for each of our Named Executive Officers.

  62. Fiscal Year 2024 Achievement Factors

    | | ADJUSTED EBITDA(1) | | | COMPARABLE SALES GROWTH(1) | | | | | FY 2024 Adjusted EBITDA ($M) | Achievement of Target Goal (%) | Payout (%) | FY 2024 Comparable Sales Growth (%) | Achievement of Target Goal (%) | Payout (%) | | Minimum | 268.0 | 90 | 20 | 0.5 | 9.1 | 20 | | Target | 297.8 | 100 | 100 | 5.5 | 100 | 100 | | Maximum | 327.6 | 110 | 200 | 10.5 | 190.9 | 200 | | ACTUAL | 236.8 | 79.5 | 0 | 2.7 | 49.3 | 61 | | Overall Fiscal Year 2024 Achievement Factor = 18.3% | | | | | | |

  63. Fiscal Year 2024 Earned AIP

    Fiscal Year 2024 Earned AIP The following table summarizes Fiscal Year 2024 annual incentive awards earned based on actual performance, as compared to the target opportunity, for each of our Named Executive Officers:

  64. Fiscal Year 2024 Earned AIP

    | NEO | FY 2024 BASE SALARY ($)X | TARGET BONUS (%) | = | TARGET BONUS AMOUNT ($)X | OVERALL ACHIEVEMENT FACTOR (%) | = | ACTUAL BONUS RECEIVED ($) | | Robert J. Sheedy, Jr. | 952,750(1) | 125 | | 1,190,938 | 18.3 | | 179,236 | | Lindsay E. Gray | 344,500 | 50 | | 172,250 | 18.3 | | 31,517 | | Ramesh Chikkala | 500,000(2) | 60 | | 300,000 | 18.3 | | 51,582 | | Steven K. Wilson | 463,500 | 60 | | 278,100 | 18.3 | | 50,888 | | Pamela B. Burke | 507,780 | 60 | | 304,668 | 18.3 | | 55,747 |

  65. Fiscal Year 2024 Earned AIP

    (1) Base salary is pro rata as of his departure date, October 29, 2024, which is used to determine his pro rata bonus in accordance with his severance benefits set forth in his employment agreement. See “—Employment and Severance Arrangements with NEOs—Mr. Sheedy.” (2) Base salary is pro rata as of his effective hiring date, January 22, 2024.

  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 2024 Target Equity Opportunity

    (1) Excludes a new hire equity award of RSUs with a grant value of $250,000. Fiscal Year 2024 Equity Awards. For Fiscal Year 2024, the Compensation Committee approved a long-term incentive program consisting of RSUs and PSUs. In Fiscal Year 2024, the Compensation Committee set the mix of long-term target equity incentive value as target PSUs (70% of grant value) and RSUs (30% of grant value) for Mr. Sheedy and target PSUs (60% of grant value) and RSUs (40% of grant value) for the other Named Executive Officers, thereby making performance-based compensation a significant portion of their equity compensation and target total direct compensation. Fiscal Year 2024 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.

  68. Fiscal Year 2024 Target Equity Opportunity

    Fiscal Year 2024 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 EPS 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. For the Fiscal Year 2024 PSU awards, the Compensation Committee revised the slope of the payout scale to reduce annual payout volatility. Fiscal Year 2024 RSU and PSU Grants. The target equity opportunities above were divided by the closing price of our common stock ($25.79) on the grant date (February 29, 2024) 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 2024:

  69. Fiscal Year 2024 Target Equity Opportunity

    | NEO | VALUE OF TIME-VESTING RSUS ($) | TIME-VESTING RSUS (# of shares) | VALUE OF PSUS AT TARGET ($) | PSUS AT TARGET (# of shares) | | Robert J. Sheedy, Jr. | 1,245,012 | 48,275 | 2,905,011 | 112,641 | | Lindsay E. Gray | 206,707 | 8,015 | 310,073 | 12,023 | | Ramesh Chikkala | 650,011(1) | 25,204(1) | 650,004 | 23,265 | | Steven K. Wilson | 463,254 | 17,973 | 695,273 | 26,959 | | Pamela B. Burke | 406,244 | 15,752 | 609,340 | 23,627 |

  70. Fiscal Year 2024 Target Equity Opportunity

    (1) Includes a new hire equity award in the form of RSUs with a grant value of $250,000, or 9,694 RSUs.

  71. Settlement of Fiscal Year 2022 PSU Awards (Fiscal Year 2022-2024 Performance Period)

    Settlement of Fiscal Year 2022 PSU Awards (Fiscal Year 2022-2024 Performance Period) The Fiscal Year 2022 PSUs vested in one installment after the three-year performance period (January 2, 2022 to December 28, 2024) 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 2022 PSU Awards. The following table sets forth the performance goals and actual performance that were used to calculate the Fiscal Year 2022 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.

  72. Settlement of Fiscal Year 2022 PSU Awards (Fiscal Year 2022-2024 Performance Period)

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  73. Settlement of Fiscal Year 2022 PSU Awards (Fiscal Year 2022-2024 Performance Period)

    | | THREE-YEAR REVENUE | | THREE-YEAR CUMULATIVE ADJUSTED EBITDA GROWTH(1) | | | | Revenue ($B) | Payout (%) | Cumulative Adjusted EBITDA Growth (%) | Payout (%) | | Minimum | 10.8 | 50 | 25.0 | 50 | | Target | 11.2 | 100 | 30.0 | 100 | | Maximum | 11.5 | 200 | 35.0 | 200 | | ACTUAL | 11.9 | 200 | 23.8 | 0 | | Overall Combined Achievement of Target =100% | | | | |

  74. Settlement of Fiscal Year 2022 PSU Awards (Fiscal Year 2022-2024 Performance Period)

    (1) As provided for in the form of Performance Stock Unit Agreement for the Fiscal Year 2022 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 2021 fiscal year ended January 1, 2022. Fiscal Year 2022 Earned PSUs. The achievement levels resulted in the following earned Fiscal Year 2022 PSUs for our Named Executive Officers other than for Mr. Chikkala who was not employed at the time the 2022 PSUs were granted:

  75. Settlement of Fiscal Year 2022 PSU Awards (Fiscal Year 2022-2024 Performance Period)

    | NEO | FY 2022 PSUs (Target) (# of shares) | FY 2022 Earned PSUs (# of shares) | | Robert J. Sheedy, Jr.(1) | 38,347 | 36,238 | | Lindsay E. Gray | 5,916 | 5,916 | | Steven K. Wilson | 21,303 | 21,303 | | Pamela B. Burke | 19,235 | 19,235 |

  76. Settlement of Fiscal Year 2022 PSU Awards (Fiscal Year 2022-2024 Performance Period)

    (1) See “—Employment and Severance Arrangements with NEOs—Mr. Sheedy” for information regarding the receipt of the Fiscal Year 2022 earned PSUs in accordance with his severance benefits.

  77. MR. LINDBERG

    MR. LINDBERG In connection with Mr. Lindberg’s appointment as Interim President and Chief Executive Officer on October 29, 2024, he and the Company entered into an Interim President and Chief Executive Officer Agreement (the “Lindberg Interim CEO Agreement”). The terms of the Lindberg Interim CEO Agreement were negotiated using, among other factors, current market conditions for a president and chief executive officer in similarly situated companies under similar circumstances, as well as discussions with Korn Ferry on market appropriate terms. The Lindberg Interim CEO Agreement provided that he would receive the following compensation and benefits through his separation date: • A base salary of $79,167 per month, payable bi-weekly; • A cash bonus of up to $1,187,500, with the amount paid to be based on the number of days out of 365 that he served as Interim President and Chief Executive Officer, which resulted in an earned bonus of $195,205 through December 28, 2024 and further continuing through his separation date of February 3, 2025; • RSUs equal to $4,104,400 divided by the closing price per share of the Company’s common stock reported on NASDAQ on October 30, 2024 ($13.90), which resulted in a grant of 295,280 RSUs, with the amount vested (as of his separation date) based on the number of days out of 365 that he served as Interim President and Chief Executive Officer (78,742 shares); Reimbursement of legal fees associated with the negotiation of the agreement; and

  78. MR. LINDBERG

    The right to participate in our employee benefit plans on a basis commensurate with other executive officers. Mr. Lindberg received additional cash compensation in Fiscal Year 2024 for his service as a non-employee director prior to October 29, 2024, but he did not receive any cash director compensation during his employment period. As a result of his continuous service to the Company, Mr. Lindberg continues to vest in outstanding equity awards that he earned while previously employed with the Company. Similar to the other NEOs described above, Mr. Lindberg earned 100% of his target Fiscal Year 2022 PSUs, or 79,628 PSUs.

  79. 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 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 2024, 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.

  80. Compensation Levels and Benchmarking

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  81. 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 2024 is set forth below. No changes were made from the peer group used in Fiscal Year 2023.

  82. 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. | ✓ Leslie’s, 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 | |

  83. 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 the compensation philosophy for our Named Executive Officers and seek to ensure alignment with compensation programs, policies and practices ✓ Establish the compensation program for all executive officers (including cash-based incentive plans) and approve the target total direct compensation, for our executive officers (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 advisor to the independent members of the Board and the Compensation Committee, including 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 in SEC filings ✓ 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 |

  84. Employment and Severance Arrangements with NEOs

    Employment and Severance Arrangements with NEOs

  85. MR. SHEEDY

    MR. SHEEDY Mr. Sheedy entered into an employment agreement with the Company, effective January 1, 2023, in connection with being appointed as President and Chief Executive Officer and serving as a member of the Board (the “Sheedy Employment Agreement”). The independent members of the Board consulted with Korn Ferry in determining Mr. Sheedy’s initial executive compensation arrangement, including obtaining a market-based assessment and analysis. The compensation for Mr. Sheedy and the terms of the Sheedy Employment Agreement were developed using, among other factors, current market conditions for a president and chief executive officer in similarly situated companies. The agreement contained specified severance benefits upon certain terminations of employment. In consideration of the benefits provided to Mr. Sheedy, the employment agreement also contained non-competition covenants during the term of the agreement as well as confidentiality and employee non-solicitation covenants. In connection with Mr. Sheedy’s departure on October 29, 2024, he received and continues to receive, severance benefits for a termination without cause as set forth in the Sheedy Employment Agreement. See “Potential Payments Upon Termination or Change in Control” for additional information on the terms of this agreement and a description of the severance benefits paid to Mr. Sheedy in connection with the Sheedy Employment Agreement.

  86. 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 2024 included all of our Named Executive Officers, other than Messrs. Lindberg and Sheedy due to their respective employment agreements. 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.

  87. 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 the 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 adopted an additional 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. A copy of our Incentive Compensation Clawback Policy is filed as an exhibit to our Annual Report on Form 10-K for Fiscal Year 2024. 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.

  88. TIMING OF EQUITY AWARDS

    TIMING OF EQUITY AWARDS The Compensation Committee neither coordinates the timing of equity awards to directors, executive officers or employees with the release of material non-public information nor takes material non-public information into account when determining the terms of equity awards. In addition, the Company does not time the disclosure of material non-public information for the purpose of affecting the value of executive compensation. 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.

  89. Initial Fiscal Year 2025 NEO Compensation Program Determinations

    The Compensation Committee also determined to revise the long-term equity incentive program as shown below for our executive officers (including our President and Chief Executive Officer) to (i) utilize stock options in lieu of time-based RSUs and (ii) to shift the mix of equity awards for target PSUs (50% of grant value in Fiscal Year 2025) and stock options (50% of grant value in Fiscal Year 2025). The Compensation Committee believes that including stock options as a portion of the long-term equity incentive program will improve the alignment of stockholder value and equity pay outcomes by directly tying the value of such awards to the stock price performance relative to the exercise price. Except the foregoing changes, the Compensation Committee determined to continue our existing executive compensation programs for Fiscal Year 2025 in all material respects. In addition, the Compensation Committee decided to not increase base salaries for NEOs and to maintain target bonus opportunity as a percentage of base salary and total target equity opportunity as a percentage of base salary.

  90. Tax and Accounting Implications

    The employment agreement with Mr. Potter, 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.

  91. 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.

  92. Summary Compensation Table in Fiscal Years 2024, 2023 and 2022

    Summary Compensation Table in Fiscal Years 2024, 2023 and 2022 The following table summarizes the total compensation earned by our Named Executive Officers for the fiscal years indicated. We have omitted from this table certain columns if no Named Executive Officer received such types of compensation during the fiscal years covered. The positions for the Named Executive Officers set forth in this table are as of December 28, 2024.

  93. Summary Compensation Table in Fiscal Years 2024, 2023 and 2022

    | NAME AND PRINCIPAL POSITION | FISCAL YEAR | SALARY ($)(1) | STOCK AWARDS ($)(2) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(3) | ALL OTHER COMPENSATION ($)(4) | TOTAL ($) | | Eric J. Lingberg, Jr.(5) Interim President and Chief Executive Officer | 2024 | 159,203 | 4,254,398 | — | 348,486 | 4,762,087 | | | 2023 | — | 163,027 | — | 225,000 | 388,027 | | | 2022 | 824,039 | 3,300,033 | 1,161,475 | 44,740 | 5,330,287 | | Robert J. Sheedy, Jr.(6) Former President and Chief Executive Officer | 2024 | 795,627 | 4,150,023 | — | 4,532,748 | 9,478,398 | | | 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 | | Lindsay E. Gray(7) Interim Chief Financial Officer; SVP, Accounting | 2024 | 344,446 | 516,780 | 31,517 | 330,553 | 1,223,296 | | Charles C. Bracher(8) Former EVP, Chief Financial Officer | 2024 | 101,267 | — | — | 66,504 | 167,771 | | | 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 | | Ramesh Chikkala(9) EVP, Chief Operations Officer | 2024 | 469,780 | 1,250,015 | 51,582 | 1,036 | 1,772,413 | | Steven K. Wilson EVP, Chief Purchasing Officer | 2024 | 463,463 | 1,158,797 | 50,888 | 11,478 | 1,684,626 | | | 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 | | Pamela B. Burke EVP, Chief Stores Officer | 2024 | 507,714 | 1,015,584 | 55,747 | 1,340 | 1,580,385 | | | 2023 | 482,275 | 967,212 | 322,060 | 37,840 | 1,809,387 | | | 2022 | 466,345 | 930,032 | 392,790 | 59,472 | 1,848,639 |

  94. Summary Compensation Table in Fiscal Years 2024, 2023 and 2022

    (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.” 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 2024. These amounts reflect the grant date fair value of the awards, 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 1, Organization and Summary of Significant Accounting Policies, and Note 8, Share-based Awards to our consolidated financial statements contained in our 2024 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 2024, 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.

  95. Summary Compensation Table in Fiscal Years 2024, 2023 and 2022

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  96. Summary Compensation Table in Fiscal Years 2024, 2023 and 2022

    | NEO | GRANT DATE FAIR VALUE OF PSUs GRANTED IN 2024 AT TARGET PERFORMANCE ($) | GRANT DATE FAIR VALUE OF PSUs GRANTED IN 2024 AT MAXIMUM PERFORMANCE ($) | | Eric J. Lindberg, Jr. | N/A | N/A | | Robert J. Sheedy, Jr. | 2,905,011 | 5,810,022 | | Lindsay E. Gray | 310,073 | 620,146 | | Charles C. Bracher | N/A | N/A | | Ramesh Chikkala | 600,004 | 1,200,008 | | Steven K. Wilson | 695,273 | 1,390,546 | | Pamela B. Burke | 609,340 | 1,218,680 |

  97. Summary Compensation Table in Fiscal Years 2024, 2023 and 2022

    (3) 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. (4) Amounts reported in the “All Other Compensation” column include the following amounts for health saving account contributions and company-paid group term life insurance for each of our Named Executive Officers in the Fiscal Year 2024. See footnotes 5-8 below for other amounts included in “All Other Compensation” for Messrs. Lindberg, Sheedy and Bracher and Ms. Gray.

  98. Summary Compensation Table in Fiscal Years 2024, 2023 and 2022

    | NEO | HEALTH AND WELLNESS BENEFIT ($) | HEALTH SAVING ACCOUNT CONTRIBUTION ($) | COMPANY-PAID GROUP TERM LIFE INSURANCE ($) | | Eric J. Lindberg, Jr. | — | — | 21 | | Robert J. Sheedy, Jr. | 250 | 800 | 478 | | Lindsay E. Gray | 13 | — | 540 | | Charles C. Bracher | 200 | 200 | 104 | | Ramesh Chikkala | — | 600 | 436 | | Steven K. Wilson | — | 800 | 540 | | Pamela B. Burke | — | 800 | 540 |

  99. Summary Compensation Table in Fiscal Years 2024, 2023 and 2022

    (5) The amounts reported for Mr. Lindberg for Fiscal Year 2024 also reflect amounts earned pursuant to his Board member service (December 31, 2023— October 28, 2024, including his full equity award) and the Lindberg Interim CEO Agreement (October 29—December 28, 2024). The amount reported in the “All Other Compensation” column for Mr. Lindberg for Fiscal Year 2024 includes $198,459, which is the portion of his cash bonus earned as of December 28, 2024 as part of his separation benefits under the Lindberg Interim CEO Agreement. See “Named Executive Officer Compensation Tables— Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards” for additional information on the Lindberg Interim CEO Agreement. (6) Mr. Sheedy departed as an employee and Board member on October 29, 2024. The amount reported in the “All Other Compensation” column for Mr. Sheedy for Fiscal Year 2024 includes $4,531,220 of cash severance benefits (including his pro-rata bonus under the AIP) he received under the Sheedy Employment Agreement. The full cash severance benefits are included herein under SEC rules since they are only conditioned on the passage of time; $359,525 of cash severance benefits were paid for 2024. (7) In Fiscal Year 2024, Ms. Gray served as Interim Chief Financial Officer (beginning in March 2024), in addition to continuing to serve as SVP, Accounting. The amount reported in the “All Other Compensation” column for Ms. Gray for Fiscal Year 2024 includes $300,000 of cash for service as Interim Financial Officer. Ms. Gray was not a Named Executive Officer in Fiscal Years 2022 or 2023 and therefore her compensation information for such fiscal years is not included herein. (8) Mr. Bracher departed from the Company effective March 1, 2024. The amount reported in the “All Other Compensation” column for Mr. Bracher for Fiscal Year 2024 includes $66,000 he received in connection with his consulting agreement for post-resignation services. Mr. Chikkala commenced employment with us on January 22, 2024, and therefore he was neither a Named Executive Officer nor received any compensation for Fiscal Years 2022 or 2023.

  100. Summary Compensation Table in Fiscal Years 2024, 2023 and 2022

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  101. Grants of Plan-Based Awards in Fiscal Year 2024

    Grants of Plan-Based Awards in Fiscal Year 2024 The following table provides information with respect to grants of plan-based awards to our Named Executive Officers in Fiscal Year 2024 under our AIP and 2019 Incentive Plan. Except as noted, each of the grants were part of our annual NEO compensation program. Mr. Bracher did not receive any grant of plan-based awards in Fiscal Year 2024.

  102. Grants of Plan-Based Awards in Fiscal Year 2024

    | | | | 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 (#) | | | | Eric J. Lindberg, Jr. | 6/3/2024 | RSU— Director | — | — | — | — | — | — | 6,803 | 150,006 | | | 10/30/2024 | RSU | — | — | — | — | — | — | 295,280 | 4,104,392 | | Robert J. Sheedy, Jr. | N/A | AIP | 71,456 | 1,190,938 | 2,381,875 | — | — | — | — | — | | | 2/29/2024 | PSU | — | — | — | 28,160 | 112,641 | 225,282 | — | 2,905,011 | | | 2/29/2024 | RSU | — | — | — | — | — | — | 48,275 | 1,245,012 | | Lindsay E. Gray | N/A | AIP | 10,335 | 172,250 | 344,500 | — | — | — | — | — | | | 2/29/2024 | PSU | — | — | — | 3,006 | 12,023 | 24,046 | — | 310,073 | | | 2/29/2024 | RSU | — | — | — | — | — | — | 8,015 | 206,707 | | Ramesh Chikkala | N/A | AIP | 18,000 | 300,000 | 600,000 | — | — | — | — | — | | | 2/29/2024 | PSU | — | — | — | 5,816 | 23,265 | 46,530 | — | 600,004 | | | 2/29/2024 | RSU | — | — | — | — | — | — | 15,510 | 400,003 | | | 2/29/2024 | RSU — New hire | — | — | — | — | — | — | 9,694 | 250,008 | | Steven K. Wilson | N/A | AIP | 16,686 | 278,100 | 556,200 | — | — | — | — | — | | | 2/29/2024 | PSU | — | — | — | 6,740 | 26,959 | 53,918 | — | 695,273 | | | 2/29/2024 | RSU | — | — | — | — | — | — | 17,973 | 463,524 | | Pamela B. Burke | N/A | AIP | 18,280 | 304,668 | 609,336 | — | — | — | — | — | | | 2/29/2024 | PSU | — | — | — | 5,907 | 23,627 | 47,254 | — | 609,340 | | | 2/29/2024 | RSU | — | — | — | — | — | — | 15,752 | 406,244 |

  103. Grants of Plan-Based Awards in Fiscal Year 2024

    (1) See “Compensation Discussion and Analysis—Elements of Fiscal Year 2024 NEO Compensation Program” for a description of our annual performance-based cash bonus plan. The amounts in the “Target” column represent the target payouts under the Fiscal Year 2024 AIP. 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 generally vest in three equal annual installments on the three anniversary dates following the vesting commencement date. Mr. Lindberg’s annual RSUs vested pursuant to the Lindberg Interim CEO Agreement, and the RSUs-Director awards vest in accordance with the non-employee director compensation program. 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.

  104. Grants of Plan-Based Awards in Fiscal Year 2024

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

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

  106. Outstanding Equity Awards at 2024 Fiscal Year End

    Outstanding Equity Awards at 2024 Fiscal Year End The following table includes certain information with respect to outstanding equity awards held by our Named Executive Officers as of December 28, 2024. All specified vesting dates noted below were 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.

  107. Outstanding Equity Awards at 2024 Fiscal Year End

    | | | OPTION AWARDS | | | STOCK AWARDS | | | | | NAME | GRANT DATE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS EXERCISABLE (#) | 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) | | Eric J. Lindberg, Jr. | 6/19/2019 | 210,450 | 22.00 | 6/19/2029 | — | — | — | — | | | 3/3/2022 | — | — | — | 11,376(2) | 175,987 | 79,628(3) | 1,231,845 | | | 6/3/2024 | — | — | — | 6,803(4) | 105,242 | — | — | | | 10/30/2024 | — | — | — | 295,280(4) | 4,567,982 | — | — | | Robert J. Sheedy, Jr. | 6/19/2019 | 91,195 | 22.00 | 6/19/2029 | — | — | — | — | | | 3/3/2022 | — | — | — | — | — | 36,238(3) | 560,602 | | | 3/2/2023 | — | — | — | — | — | 62,265(3) | 963,240 | | | 2/29/2024 | — | — | — | — | — | 31,084(3) | 480,869 | | Lindsay E. Gray | 9/29/2016 | 15,075 | 5.98 | 9/29/2026 | — | — | — | — | | | 6/19/2019 | 21,045 | 22.00 | 6/19/2029 | — | — | — | — | | | 3/3/2022 | — | — | — | 1,315(2) | 20,343 | 5,916(3) | 91,521 | | | 3/2/2023 | — | — | — | 4,764(2) | 73,699 | 21,438(3) | 331,646 | | | 2/29/2024 | — | — | — | 8,015(2) | 123,992 | 12,023(3) | 185,996 | | Charles C. Bracher | 6/19/2019 | 91,195 | 22.00 | 6/19/2029 | — | — | — | — | | Ramesh Chikkala | 2/29/2024 | — | — | — | 15,510(2) | 239,940 | 23,265(3) | 359,910 | | | 2/29/2024 | — | — | — | 9,694 | 149,966 | — | — | | Steven K. Wilson | 6/19/2019 | 56,120 | 22.00 | 6/19/2029 | — | — | — | — | | | 3/3/2022 | — | — | — | 4,734(2) | 73,235 | 21,303(3) | 329,557 | | | 3/2/2023 | — | — | — | 10,994(2) | 170,077 | 49,470(3) | 765,301 | | | 2/29/2024 | — | — | — | 17,973(2) | 278,042 | 26,959(3) | 417,056 | | 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 | — | — | — | — | | | 3/3/2022 | — | — | — | 4,275(2) | 66,134 | 19,235(3) | 297,565 | | | 3/2/2023 | — | — | — | 9,452(2) | 146,222 | 42,530(3) | 657,939 | | | 2/29/2024 | — | — | — | 15,752(2) | 243,683 | 23,627(3) | 365,510 |

  108. Outstanding Equity Awards at 2024 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 $15.47, the closing price per share of our common stock on December 27, 2024, the last trading day of Fiscal Year 2024. (2) Each identified RSU vests in three equal annual installments over the three-year period measured from the vesting commencement date of March 1, 2022 (for Fiscal Year 2022 grants), March 1, 2023 (for Fiscal Year 2023 grants), or March 1, 2024 (for Fiscal Year 2024 grants). The number and market value of the PSUs reported for Fiscal Year 2022 grants represent the unvested portion of this award which vested on February 28, 2025 (the “2025 Determination Date”), upon certification of the performance results by the Compensation Committee following the performance period ending December 28, 2024. The number of shares reported is based on actual performance for the 2022-2024 performance period. For additional information on the actual performance and payout of the Fiscal Year 2022 award, please see “Compensation Discussion and Analysis.” The number and market value of the PSUs reported for Fiscal Year 2023 reflect maximum performance because performance through the last day of Fiscal Year 2024, was tracking above the target payout level. The number and market value of the PSUs reported for Fiscal Year 2024 reflect target performance because performance through the last day of Fiscal Year 2024 was tracking between the threshold and target payout levels. The actual numbers of shares of our common stock that will be distributed for Fiscal Years 2023 and 2024 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.

  109. Outstanding Equity Awards at 2024 Fiscal Year End

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  110. Outstanding Equity Awards at 2024 Fiscal Year End

    Pursuant to the underlying award agreements in connection with Mr. Sheedy’s departure, the PSUs for Mr. Sheedy reflect a prorated portion of the granted PSUs which (i) for 2022 were issued following the 2025 Determination Date, and (ii) for 2023 and 2024 remain outstanding following his departure. (4) The June 3, 2024 RSU award for Mr. Lindberg was granted in connection with his service as a non-employee director on such date. Such RSUs will vest upon the earlier of June 3, 2025 or the date of the 2025 Annual Meeting. The RSUs granted to Mr. Lindberg on October 30, 2024 were granted in connection with the Lindberg Interim CEO Agreement. On February 3, 2025, 78,472 shares vested and 216,808 shares were forfeited pursuant to the terms of the Lindberg Interim CEO Agreement.

  111. Option Exercises and Stock Vested During Fiscal Year 2024

    Option Exercises and Stock Vested During Fiscal Year 2024 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 2024.

  112. Option Exercises and Stock Vested During Fiscal Year 2024

    | | 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) | | Eric J. Lindberg, Jr. | 1,007,779(3) | 14,269,303 | 95,747 | 2,465,206 | | Robert J. Sheedy, Jr. | 10,389(3) | 129,551 | 89,479(4) | 2,083,418 | | Lindsay E. Gray | — | — | 9,294 | 240,902 | | Charles C. Bracher | 25,000(3) | 247,593 | 35,907 | 931,415 | | Ramesh Chikkala | — | — | — | — | | Steven K. Wilson | 32,017(3) | 678,033 | 32,611 | 845,879 | | Pamela B. Burke | — | — | 28,248 | 732,679 |

  113. Option Exercises and Stock Vested During Fiscal Year 2024

    (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. (2) Based on the number of RSUs vested multiplied by the closing price of our common stock (as quoted by Nasdaq) on the vesting date. (3) The options exercised during 2024 by Mr. Lindberg had an expiration date of October 21, 2024. The options exercised during 2024 by Messrs. Sheedy, Bracher and Wilson had an expiration date of November 25, 2024. 26,029 of such shares were acquired by Mr. Sheedy due to accelerated vesting of RSUs as of the date of his departure pursuant to the severance provisions of the Sheedy Employment Agreement.

  114. Option Exercises and Stock Vested During Fiscal Year 2024

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  115. 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 28, 2024, the last day of Fiscal Year 2024. These benefits are in addition to benefits available generally to salaried employees. Notwithstanding the foregoing, the information below describes actual separation or severance benefits as of the respective termination dates for Mr. Sheedy and Mr. Bracher, as they were not employed by the Company as of December 28, 2024.

  116. POTENTIAL PAYMENTS UPON TERMINATION OR AFTER CHANGE IN CONTROL (AS OF DECEMBER 28, 2024)

    POTENTIAL PAYMENTS UPON TERMINATION OR AFTER CHANGE IN CONTROL (AS OF DECEMBER 28, 2024) Except where otherwise noted, the following table describes the potential payments and benefits that would have been payable to our Named Executive Officers (excluding Mr. Sheedy and Mr. Bracher) under existing plans and arrangements if a qualifying termination or change in control occurred on December 28, 2024, the last business day of our Fiscal Year 2024. 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. 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.

  117. POTENTIAL PAYMENTS UPON TERMINATION OR AFTER CHANGE IN CONTROL (AS OF DECEMBER 28, 2024)

    | 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 ($) | | Eric J. Lindberg, Jr. | Qualifying Termination after Change in Control | — | — | — | — | 4,849,211(1) | 1,231,845(1) | 6,081,056 | | | Death or Disability prior to Change in Control | — | — | — | — | — | 1,231,845(1) | 1,231,845 | | | Death or Disability after Change in Control | — | — | — | — | — | 1,231,845(1) | 1,231,845 | | Lindsay E. Gray | Termination Without Cause or for Good Reason(2) | 344,500 | 172,250 | 786 | — | — | — | 517,536 | | | Qualifying Termination after Change in Control | 516,750(2) | 258,375(2) | 1,179(2) | — | 218,034(1) | 443,339(1) | 1,437,677 | | | Death or Disability prior to Change in Control | — | — | — | — | — | 264,068(1) | 264,068 | | | Death or Disability after Change in Control | — | — | — | — | — | 443,339(1) | 443,339 | | Ramesh Chikkala | Termination Without Cause or for Good Reason(2) | 500,000 | 300,000 | 25,317 | — | — | — | 825,137 | | | Qualifying Termination after Change in Control | 750,000(2) | 450,000(2) | 37,705(2) | — | 389,906(1) | 359,910(1) | 1,987,521 | | | Death or Disability prior to Change in Control | — | — | — | — | — | 119,970(1) | 119,970 | | | Death or Disability after Change in Control | — | — | — | — | — | 389,906(1) | 389,906 | | Steven K. Wilson | Termination Without Cause or for Good Reason(2) | 463,500 | 278,100 | 35,836 | — | — | — | 777,436 | | | Qualifying Termination after Change in Control | 695,250(2) | 417,150(2) | 53,754(2) | — | 521,354(1) | 1,129,264(1) | 2,816,772 | | | Death or Disability prior to Change in Control | — | — | — | — | — | 723,676(1) | 723,676 | | | Death or Disability after Change in Control | — | — | — | — | — | 1,129,264(1) | 1,129,264 | | Pamela B. Burke | Termination Without Cause or for Good Reason(2) | 507,780 | 304,668 | 35,836 | — | — | — | 848,284 | | | Qualifying Termination after Change in Control | 761,670(2) | 457,002(2) | 53,754(2) | — | 456,040(1) | 992,045(1) | 2,720,511 | | | Death or Disability prior to Change in Control | — | — | — | — | — | 638,715(1) | 638,715 | | | Death or Disability after Change in Control | — | — | — | — | — | 992,045(1) | 992,045 |

  118. POTENTIAL PAYMENTS UPON TERMINATION OR AFTER CHANGE IN CONTROL (AS OF DECEMBER 28, 2024)

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  119. POTENTIAL PAYMENTS UPON TERMINATION OR AFTER CHANGE IN CONTROL (AS OF DECEMBER 28, 2024)

    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 in this table was 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.

  120. POTENTIAL PAYMENTS UPON TERMINATION OR AFTER CHANGE IN CONTROL (AS OF DECEMBER 28, 2024)

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  121. 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).

  122. Pay Versus Performance

    | | | | | | | | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: | | | | | FISCAL YEAR (a) | SUMMARY COMPENSATION TABLE TOTAL FOR LINDBERG ($)(1) (b-1) | COMPENSATION ACTUALLY PAID TO LINDBERG ($)(2) (c-1) | SUMMARY COMPENSATION TABLE TOTAL FOR SHEEDY ($)(1) (b-2) | COMPENSATION ACTUALLY PAID TO SHEEDY ($)(2) (c-2) | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON- PEO NEOS ($)(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) | | 2024 | 4,762,087 | 1,866,695 | 9,478,398 | 200,456 | 1,285,698 | (327,447) | 46.22 | 156.59 | 39,465 | 236,779 | | 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 |

  123. 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 and our Interim Chief Executive Officer during a portion of Fiscal Year 2024) for each corresponding fiscal year in the “Total” column of the Summary Compensation Table in this Proxy Statement and in the Company’s proxy statements for the 2024 annual meeting of stockholders and 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 and for a portion of Fiscal Year 2024) for Fiscal Year 2024 in the “Total” column of the Summary Compensation Table. 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 a portion of Fiscal Year 2024) and to Mr. Sheedy (for Fiscal Year 2023 and a portion of Fiscal Year 2024), 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 a portion of Fiscal Year 2024) to Mr. Sheedy’s total compensation (for Fiscal Year 2023 and a portion of Fiscal Year 2024) 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.

  124. Pay Versus Performance

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  125. Pay Versus Performance

    | FISCAL YEAR | REPORTED SUMMARY COMPENSATION TABLE TOTAL FOR PEO ($) | REPORTED VALUE OF EQUITY AWARDS ($)(a) | EQUITY AWARD ADJUSTMENTS ($)(b) | COMPENSATION ACTUALLY PAID TO PEO ($) | | Lindberg | | | | | | 2024 | 4,762,087 | (4,254,398) | 1,359,006 | 1,866,695 | | 2023 | — | — | — | — | | 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 | | Sheedy | | | | | | 2024 | 9,478,398 | (4,150,023) | (5,127,919) | 200,456 | | 2023 | 6,239,771 | (3,996,047) | 5,706,679 | 7,950,403 | | 2022 | — | — | — | — | | 2021 | — | — | — | — | | 2020 | — | — | — | — |

  126. Pay Versus Performance

    (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” columns in the Summary Compensation Table for the applicable fiscal year. (b) The equity award adjustments for each applicable fiscal year include the addition (or subtraction, as applicable) of the following: (i) the fiscal year-end fair value of any equity awards granted in the applicable fiscal year that are outstanding and unvested as of the end of the fiscal year; (ii) the amount of change as of the end of the applicable fiscal year (from the end of the prior fiscal year) in fair value of any awards granted in prior fiscal years that are outstanding and unvested as of the end of the applicable fiscal year; (iii) for awards granted in prior fiscal years that vest in the applicable fiscal year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; and (iv) for awards granted in prior fiscal years that are determined to fail to meet the applicable vesting conditions during the applicable fiscal year, a deduction for the amount equal to the fair value at the end of the prior fiscal year. No awards were granted and vested in the same fiscal year for any applicable fiscal year and no dividends or other earnings were paid on stock or option awards (that were not otherwise reflected in fair value or total compensation) in any applicable fiscal year. The fair values of RSUs and PSUs included in the CAP to our PEO and the Average CAP to our other NEOs are calculated at the required measurement dates, consistent with the approach used to value the awards at the grant date as described in our Annual Report on Form 10-K for Fiscal Year 2024. Any changes to the RSU and PSU fair values from the grant date (for current fiscal year grants) and from prior fiscal year-end (for prior fiscal year grants) are based on our updated stock price at the respective measurement dates, and for PSUs, updated performance metric projections. The following table provides the amounts deducted or added in calculating the equity award adjustments for Mr. Lindberg (for Fiscal Years 2020 through 2022 and a portion of Fiscal Year 2024) and for Mr. Sheedy (for Fiscal Year 2023 and a portion of Fiscal Year 2024).

  127. Pay Versus Performance

    | FISCAL YEAR | FISCAL YEAR END FAIR VALUE OF EQUITY AWARDS GRANTED IN THE FISCAL YEAR ($) | FISCAL YEAR OVER FISCAL YEAR CHANGE IN FAIR VALUE OF OUTSTANDING AND UNVESTED EQUITY AWARDS ($) | FISCAL YEAR OVER FISCAL YEAR CHANGE IN FAIR VALUE OF EQUITY AWARDS GRANTED IN PRIOR FISCAL YEARS THAT VESTED IN THE YEAR ($) | FAIR VALUE OF VESTED AWARDS GRANTED AND VESTED IN CURRENT FISCAL YEAR ($) | FAIR VALUE AT START OF FISCAL YEAR OF AWARDS THAT FAILED TO MEET VESTING CONDITIONS ($) | TOTAL EQUITY AWARD ADJUSTMENTS ($) | | Lindberg | | | | | | | | 2024 | 4,673,224 | (3,192,407) | (121,811) | — | — | 1,359,006 | | 2023 | — | — | — | — | — | — | | 2022 | 4,947,547 | 1,477,897 | (1,915) | — | — | 6,423,529 | | 2021 | 2,016,720 | (3,312,680) | (27,983) | — | — | (1,323,943) | | 2020 | 4,439,607 | 1,142,154 | 5,012,643 | — | — | 10,594,404 | | Sheedy | | | | | | | | 2024 | 480,869 | (3,115,992) | (215,542) | 177,212 | (2,454,466) | (5,127,919) | | 2023 | 5,605,766 | 214,800 | (113,887) | — | — | 5,706,679 | | 2022 | — | — | — | — | — | — | | 2021 | — | — | — | — | — | — | | 2020 | — | — | — | — | — | — |

  128. Pay Versus Performance

    The dollar amounts reported in column (d) represent the average of the amounts reported for the NEOs as a group (excluding the applicable PEO) for

  129. Pay Versus Performance

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  130. Pay Versus Performance

    each corresponding fiscal year in the “Total” column of the Summary Compensation Table. The names of each of the NEOs (excluding for the applicable PEO) included for purposes of calculating the average amounts in each applicable fiscal year are as follows: (i) for Fiscal Year 2024, Lindsay E. Gray, Charles C. Bracher, Ramesh Chikkala, Steven K. Wilson and Pamela B. Burke; (ii) for Fiscal Year 2023, Charles C. Bracher, Steven K. Wilson, Pamela B. Burke and Andrea R. Bortner; (iii) for Fiscal Years 2022 and 2021, Charles C. Bracher, Robert J. Sheedy, Jr., Steven K. Wilson and Pamela B. Burke; and (iv) for Fiscal Year 2020, Charles C. Bracher, Robert J. Sheedy, Jr., Pamela B. Burke and Heather L. Mayo. Refer to “Named Executive Officer Compensation Tables—Summary Compensation Table in Fiscal Years 2024, 2023 and 2022” herein, and “Executive Compensation—Summary Compensation Table” in the Company’s proxy statements for the 2024 annual meeting of stockholders and 2023 annual meeting of stockholders. (4) The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding the applicable PEO), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding the applicable PEO) 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 average total compensation for the NEOs as a group (excluding the applicable PEO) for Fiscal Year 2023 to determine the compensation actually paid, using the same methodology described above in Note 2. 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, so no defined benefit and actuarial pension plan adjustments were made for any applicable fiscal year, and therefore no defined benefit and actuarial pension plan adjustments were made for any applicable fiscal year.

  131. Pay Versus Performance

    | FISCAL YEAR | AVERAGE REPORTED SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NEOS ($) | AVERAGE REPORTED VALUE OF EQUITY AWARDS ($) | AVERAGE EQUITY AWARD ADJUSTMENTS ($)(a) | AVERAGE COMPENSATION ACTUALLY PAID TO NON- PEO NEOS ($) | | 2024 | 1,285,698 | (788,235) | (824,910) | (327,447) | | 2023 | 1,897,798 | (1,041,004) | 1,440,288 | 2,297,082 | | 2022 | 2,259,365 | (1,239,373) | 2,244,175 | 3,264,167 | | 2021 | 1,693,919 | (1,192,583) | (475,731) | 25,605 | | 2020 | 2,278,353 | (1,092,192) | 2,882,032 | 4,068,193 |

  132. 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 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.

  133. ANALYSIS OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE

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  134. ANALYSIS OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE

    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 PEOs and the average amount of compensation actually paid to our NEOs as a group (excluding the PEOs) for Fiscal Year 2020 through Fiscal Year 2024 in comparison to our cumulative TSR and the TSR of the Nasdaq US Benchmark General Retailers Index for such years. Cumulative TSR assumes initial investment of $100.00 at our closing stock price on December 27, 2019 (the last trading day before Fiscal Year 2020). Total return includes reinvestment of dividends.

  135. ANALYSIS OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE

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  136. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income The following chart presents the amount of compensation actually paid to our PEOs and the average amount of compensation actually paid to our NEOs as a group (excluding the PEOs) for Fiscal Year 2020 through Fiscal Year 2024 in comparison to our net income for such years.

  137. Compensation Actually Paid and Net Income

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  138. Compensation Actually Paid and Adjusted EBITDA

    Compensation Actually Paid and Adjusted EBITDA The following chart presents the amount of compensation actually paid to our PEOs and the average amount of compensation actually paid to our NEOs as a group (excluding the PEOs) for Fiscal Year 2020 through Fiscal Year 2024 in comparison to our adjusted EBITDA for such years.

  139. Compensation Actually Paid and Adjusted EBITDA

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  140. 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., who served as our President and Chief Executive Officer during Fiscal Year 2024 until October 29, 2024, to the annual total compensation of our median employee, as well as a supplemental ratio of such amounts. This information is being provided for compliance purposes, as neither the Compensation Committee nor management of the Company used either pay ratio measure in making compensation decisions. The following describes our methodology for identifying our median employee, as well as calculating the CEO pay ratio and the supplemental CEO pay ratio. These pay ratios are a reasonable estimate calculated in a manner consistent with SEC rules based on the methodology described herein. However, our pay ratios may not be comparable to the pay ratios of other companies (including those in our peer group) because the SEC rules allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. 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.

  141. CEO Pay Ratio

    CEO Pay Ratio salary rate, earned bonus and applicable elements of the “All Other Compensation” column in the Summary Compensation Table as if he was CEO for the full fiscal year.

  142. PAY RATIO

    PAY RATIO This pay ratio for Fiscal Year 2024 is calculated in a manner consistent with SEC rules based on the methodology described above.

  143. PAY RATIO

    | MEDIAN EMPLOYEE | The annual total compensation of our median compensated employee (other than our President and CEO) was $33,799 | | CHIEF EXECUTIVE OFFICER | The annual total compensation of our President and CEO was $9,478,398 | | PAY RATIO | The annual total compensation of our President and CEO was approximately 280.4 times the annual total compensation of our median employee (other than our President and CEO) |

  144. SUPPLEMENTAL PAY RATIO

    SUPPLEMENTAL PAY RATIO We believe a supplemental calculation of Mr. Sheedy’s annual total compensation in Fiscal Year 2024 provides a more accurate presentation of our customary annual compensation for the position of our President and Chief Executive Officer by utilizing the annual total compensation used in the pay ratio above, but further excluding the severance benefits (except the full earned bonus under the AIP) reflected in the “All Other Compensation” column of the Summary Compensation Table. The supplemental pay ratio for Fiscal Year 2024 is set forth below.

  145. SUPPLEMENTAL PAY RATIO

    | MEDIAN EMPLOYEE | The annual total compensation of our median compensated employee (other than our President and CEO) was $33,799 | | CHIEF EXECUTIVE OFFICER | The supplemental annual total compensation of our President and CEO was $5,322,242 | | SUPPLEMENTAL PAY RATIO | The supplemental annual total compensation of our President and CEO was approximately 157.5 times the annual total compensation of our median employee (other than our President and CEO) |

  146. SUPPLEMENTAL PAY RATIO

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  147. 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 (the “DGCL”) 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.

  148. INDEMNIFICATION OF DIRECTORS AND OFFICERS

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  149. Proposal 1—Election of Class III Directors

    Proposal 1—Election of Class III Directors At our Annual Meeting, stockholders will elect three Class III 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 Restated Certificate of Incorporation 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: Carey F. Jaros, Eric J. Lindberg, Jr., and Jason Potter. 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—Board of Directors—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 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 Ms. Jaros is an independent director. 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.

  150. Proposal 1—Election of Class III Directors

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

  151. Proposal 1—Election of Class III Directors

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  152. 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 III directors are standing for re-election at this time. In 2022, we amended our Amended and Restated Certificate of Incorporation to declassify our Board following approval by our stockholders. The Restated Certificate of Incorporation 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.