DEF 14A of Savers Value Village, Inc.
Filed Apr 22, 2024 · FY20230001140361-24-021018
Director Nominees
Director Nominees In accordance with the Company’s certificate of incorporation and based on the recommendation of our Nominating, Governance & Sustainability Committee, our Board of Directors (the “Board”) is currently comprised of nine directors. The Board is divided into three classes, with each class serving a three-year term beginning and ending in different years than those of the other two classes. Only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Our Board consists of three directors serving as Class I directors; three directors serving as Class II directors; and three directors serving as Class III directors. The terms of the existing Class I directors, Aaron Rosen, Jordan Smith and Susan O'Farrell, expire at the 2024 Annual Meeting. The Board has nominated Mr. Rosen, Mr. Smith and Ms. O'Farrell, as outlined in the table below, to continue serving as Class I directors.
Director Nominees
| Name | Age | Gender | Director Since | Independent | Primary Occupation | Board and Committees Roles | | Aaron Rosen | 43 | Male | April 2019 | | Partner, Co-Head of Opportunistic Credit and Co-Portfolio Manager of Special Opportunities in the Ares Private Credit Group | Chairperson of the Board Chairperson of the Compensation Committee | | Jordan Smith | 37 | Male | February 2024 | | Partner in the Ares Private Equity Group | Member of the Compensation Committee Member of the Nominating, Governance & Sustainability Committee | | Susan O'Farrell | 60 | Female | October 2023 | | Former Chief Financial Officer, Principal Accounting Officer and Treasurer at BlueLinx Holdings Inc. | Member of the Audit Committee |
Director Nominees
| Savers Value Village, Inc. | 2 | 2024 Proxy Statement |
Compensation Highlights
| • | reward performance against our business goals through payment of annual incentive bonuses and other periodic discretionary payments; and |
Compensation Highlights
| • | align interests of management with those of our stockholders through the grant of stock options and, following our initial public offering (“IPO”), RSUs in some cases. |
Nominees for Election
Nominees for Election We believe that our nominees possess the professional and personal qualifications necessary for service on our Board. Each brings expertise, a deep knowledge of our business, and a valuable perspective to support the long-term success of our business. We have highlighted qualifications of our director nominees in the individual biographies below. Please also see Director Qualifications below for additional information about the skills of our directors, how we assess our Board, and how we consider overall Board composition. The Board of Directors unanimously recommends that you vote FOR the election of each of the nominees.
Nominees for Election
| Savers Value Village, Inc. | 4 | 2024 Proxy Statement |
Class I Directors
Class I Directors
Class I Directors
| Aaron Rosen AGE: 43 DIRECTOR SINCE: 2019 Chairperson of the Board Chairperson of the Compensation Committee | Experience and Qualifications: Aaron Rosen, a director since April 2019 and the Chairperson of our Board since February 2024, is a Partner, Co-Head of Opportunistic Credit and Co-Portfolio Manager of Special Opportunities in the Ares Credit Group, where he focuses on opportunistic credit investing. Mr. Rosen serves as a member of the Ares Credit Group’s Opportunistic Credit Investment Committee and the Ares Private Equity Group’s Corporate Opportunities Investment Committee. Prior to joining Ares in December 2018, Mr. Rosen had been a Partner and Director of Research at Archview Investment Group, where he focused on credit and equity investments in the U.S. and internationally. Prior to Archview, Mr. Rosen was a Vice President at Citigroup, where he was a founding member of the Citibank Global Special Situations Group focused on U.S. credit and value equity investment strategies. He also currently serves on the boards of directors of the parent entities of Virgin Voyages, Consolidated Precision Products, Hornbeck Offshore Services, TriMark USA and WHP Global. Mr. Rosen holds a B.S., summa cum laude, from New York University’s Stern School of Business in Finance and Information Systems, where he received the Valedictorian Award. |
Class I Directors
| Jordan Smith AGE: 37 DIRECTOR SINCE: 2024 Member of the Compensation Committee Member of the Nominating, Governance & Sustainability Committee | Experience and Qualifications: Jordan Smith, a director since February 2024, is a Partner in the Ares Private Equity Group. Prior to joining Ares in 2011, Mr. Smith was an Analyst at Lazard, where he focused on mergers and acquisitions across various industries. Mr. Smith currently serves on the board of directors for the parent entities of Cooper's Hawk, LaserAway, Virgin Voyages and WHP Global. Mr. Smith previously served on the Board of Directors for the parent entities of DevaCurl, Farrow & Ball, Insight Global and Valet Living. Mr. Smith holds a B.S. with high honors from the Haas School of Business at the University of California, Berkeley. |
Class I Directors
| Savers Value Village, Inc. | 5 | 2024 Proxy Statement |
Class I Directors
| Susan O'Farrell AGE: 60 DIRECTOR SINCE: 2023 Member of the Audit Committee | Experience and Qualifications: Susan O’Farrell, a director since October 2023, has over 35 years of executive and senior leadership experience. She served as Chief Financial Officer, Principal Accounting Officer and Treasurer at BlueLinx Holdings Inc. (BXC), a wholesale distributor of building and industrial products, from 2014 to 2020. Ms. O'Farrell has been a senior financial executive holding several roles with The Home Depot, a specialty retailer, from 1999 to 2014. Ms. O'Farrell began her career with Andersen Consulting, LLP (now Accenture), leaving as an Associate Partner in 1996 for a strategic information systems role with AGL Resources (now Southern Company Gas). Ms. O'Farrell currently serves on the board of directors and as the Audit Committee Chair of Leslie's, Inc. (LESL), a specialty retailer of pool supplies, since October 2020, and on the board of directors and Audit Committee of National Vision Holdings, Inc. (EYE), an optical retailing company, since February 2024. She also serves on the board of directors of International Women's Forum - Georgia Chapter and previously served on the board of directors of American Trailer World Corp. Ms. O'Farrell is a qualified financial expert and a holder of the CERT Certificate in Cybersecurity Oversight from Carnegie Mellon. Ms. O'Farrell has a B.S. in business administration from Auburn University and completed the Emory Goizueta Executive Leadership Program. |
Directors Continuing in Office
Directors Continuing in Office
Class II Directors
Class II Directors Our Class II directors, and Mark Walsh, Robyn Collver and William T. Allen, serve until the Annual Meeting of Stockholders in 2025.
Class II Directors
| Mark Walsh AGE: 62 DIRECTOR SINCE: 2020 Chief Executive Officer | Experience and Qualifications: Mark Walsh has been our Chief Executive Officer since October 2019 and a member of our Board since December 2020. After beginning his career at Deloitte Consulting and Pepsico, Mr. Walsh amassed nearly two decades of successful leadership for a wide range of top brands in apparel retailing including J. Crew, Juicy Couture, Prana, Ellen Tracy and Laundry. Prior to joining us, Mr. Walsh served as CEO of Bob’s Stores and Eastern Mountain Sports from 2008 to 2013, prior to returning to the role again from 2015 to May 2017, when the company was renamed Vestis Retail Group. During this period, Mr. Walsh optimized brand and organizational value and retained approximately 400 jobs throughout all stores, as well as managed a Section 363 sale to Versa Capital and subsequent sale to UK-based Sports Direct through a debtor in possession process. Due to these actions, both the Bob’s Stores and Eastern Mountain Sports brands are currently operating today under the Sports Direct corporate umbrella. Mr. Walsh also served as operating Chairman of Polartec from 2012 to 2014. From May 2017 to October 2019, Mr. Walsh pursued personal interests and was an independent consultant focused on special situations and interim turnaround CEO services. Mr. Walsh holds a B.A. from Brown University and an M.B.A. from The Wharton School at the University of Pennsylvania. Mr. Walsh currently serves as a director of Savers Australia Pty Ltd. |
Class II Directors
| Savers Value Village, Inc. | 6 | 2024 Proxy Statement |
Class II Directors
| Robyn Collver AGE: 59 DIRECTOR SINCE: 2019 Chairperson of the Nominating, Governance & Sustainability Committee Member of the Audit Committee | Experience and Qualifications: Robyn Collver, a director since May 2019, has extensive management and leadership experience. She is the Board Chair of MMBC Recycling Inc. (Recycle BC) and of Multi-Material Stewardship Western Inc., where she also sits on the Governance Committee and Transition Planning Committee. Ms. Collver served as Senior Vice President, ESG and Environmental Strategy Adviser at Canadian Tire Corporation, Limited (CTC), a family of businesses that includes a Retail segment, a Financial Services division and CT REIT until September 2022; prior thereto she was SVP, Regulatory and Chief Sustainability Officer at CTC until January 2022 and before that, SVP, Risk and Regulatory Affairs, having been appointed to that position in March 2015 after serving as Secretary and General Counsel since January 2009. She joined CTC in 2002; prior thereto she was a partner in the corporate and securities group at Cassels, Brock & Blackwell LLP, a Toronto, Canada law firm. Ms. Collver previously served on the boards of Stewardship Ontario, the Alzheimer Society of Toronto, and Automotive Materials Stewardship. Ms. Collver holds a Bachelor of Business Administration from Acadia University and a Bachelor of Laws from the University of Toronto. |
Class II Directors
| William T. Allen AGE: 67 DIRECTOR SINCE: 2019 Member of the Compensation Committee | Experience and Qualifications: William T. Allen, a director since May 2019, has an extensive 30-year background managing businesses and providing leadership to manufacturing operations requiring operational turnarounds, notably as CEO. Amongst industries Mr. Allen has worked in have included nuclear power, oil/petrochemical, automotive, industrial equipment, steel fabrication and plastic injection molding. Mr. Allen served as a director of Schultze Special Purpose Acquisition Corp. from December 2018 until its business combination with Clever Leaves Holdings Inc. in December 2020. Mr. Allen was, until December 2017, CEO of Werner Co., Inc., a leading manufacturer of industrial climbing products, from August 2007, and President and Chairman of the Board from March 2009, until its sale to Triton Funds in July 2017. Mr. Allen currently serves as a member of the board of directors of AQuity Solutions (formerly Mmodal Inc.), a leading provider of clinical documentation technology solutions to the healthcare market, and Schultze Special Purpose Acquisition Corp. II. From December 2017 until July 2018, Mr. Allen also served as a board member of Rockport, a provider of men’s and women’s footwear, which filed a voluntary petition for reorganization under Chapter 11 in May 2018 and June 2023. He has also held board positions at USI, Arclin, Inc., Constar, Ames Taping Tools, Oriental Trading Company, Hines Nurseries, Inc., Running Aces Harness Park, Wright Line LLC (former CEO), APW Company (former CEO), Chart Industries, Inc. (former CEO) and Millennium Rail, many of which were on behalf of leading alternative investment firms including Ares Management, Black Diamond Capital Management, Oaktree Capital and Crescent Capital Group. In 2012, Mr. Allen received the Pittsburgh Business Times’ Diamond Award as CEO of the Year in the ‘Large for Profit’ category. |
Class II Directors
| Savers Value Village, Inc. | 7 | 2024 Proxy Statement |
Class III Directors
Class III Directors Our Class III directors, Aina E. Konold, Duane Woods and Kristy Pipes, serve until the Annual Meeting of Stockholders in 2026.
Class III Directors
| Aina E. Konold AGE: 55 DIRECTOR SINCE: 2021 Chairperson of the Audit Committee | Experience and Qualifications: Aina E. Konold, a director since July 2021, is the Chief Financial Officer of BowFlex Inc., a developer and manufacturer of fitness equipment brands including Bowflex®, Schwinn®, and JRNY®, where she leads the Finance, Strategy, Business Development, and IT functions. On March 4, 2024, BowFlex Inc. and certain of its subsidiaries filed voluntary Chapter 11 bankruptcy petitions within the U.S. Bankruptcy Court for the District of New Jersey. Ms. Konold has over 25 years of global retail, strategy, financial management, and operational experience, with a strong track record of driving growth and optimizing and scaling operating models. Prior to joining BowFlex Inc. in December 2019, Ms. Konold held several executive level positions during her 20-year career with Gap Inc., across financial planning and analysis, controllership, shared services, real estate strategy, and investor relations. From March 2011 until May 2018, she was the founding CFO for Gap Inc. in China, where she led the business through its hyper growth phase and established a scalable business model in a constantly evolving marketplace, particularly in the areas of digital and e-commerce. Ms. Konold holds a B.A. from Stanford University and began her career at PricewaterhouseCoopers. |
Class III Directors
| Duane Woods AGE: 72 DIRECTOR SINCE: 2019 Member of the Compensation Committee Member of the Nominating, Governance & Sustainability Committee | Experience and Qualifications: Duane C. Woods, a director since May 2019, also served as Chief Executive Officer of us or a predecessor from 2017 to October 2019, when he led the company through a strategic business transformation and complex refinance. He previously served as Vice Chairman of the Board and CEO of Foundation Bank, a privately held state chartered bank in Bellevue, Washington, from October 2015 to September 2016. Since 2015, Mr. Woods has served as a director of RoadRunner Recycling, Inc., an innovative provider of commercial recycling and waste services, and previously served as a director of Pacific Continental Corporation, a publicly traded bank headquartered in Eugene, Oregon, from November 2016 to November 2017. Mr. Woods has more than 30 years of experience in various executive management and leadership roles and over 20 years of experience as a successful lawyer and general counsel. Mr. Woods has proven experience in leading large and small dynamic organizations to achieve consistent profitable growth, operational excellence, productivity, customer service, capital management and innovation. |
Class III Directors
| Savers Value Village, Inc. | 8 | 2024 Proxy Statement |
Class III Directors
| Kristy Pipes AGE: 65 DIRECTOR SINCE: 2021 Member of the Nominating, Governance & Sustainability Committee | Experience and Qualifications: Kristy Pipes, a director since July 2021, served until April 2019 as Managing Director and Chief Financial Officer of Deloitte Consulting, a management consultancy firm with operations in the United States, India, Germany, and Mexico, where she managed the finance function. Ms. Pipes held various leadership positions, including serving on the firm’s Management Committee and Consulting Operations Committee. Prior to joining Deloitte in 1999, Ms. Pipes was Vice President and Manager, Finance Division, at Transamerica Life Companies and Senior Vice President and Chief of Staff for the President and Chief Executive Officer (among other senior management positions) at First Interstate Bank of California. Ms. Pipes has also served as a director of AECOM since October 2022, ExlService Holdings, Inc. since January 2021, and on the board of trustees of Public Storage since October 2020. |
Stockholders Agreement
| • | issuing our or our subsidiaries’ equity other than pursuant to an equity compensation plan approved by our stockholders or a majority of the directors designated by the Ares Funds; |
Overview
Directors are reimbursed for customary expenses for attending Board and Committee meetings. Prior to our IPO, non-employee directors received annual cash retainers of $75,000, with additional retainer fees for the chairperson of the Audit Committee equal to $25,000. Although as a private company we did not have a specific schedule for making equity grants, non-employee directors received grants of stock options from time to time. Following the IPO, we commenced granting restricted stock units (“RSUs”), including to our non-employee directors. As a result, in connection with the IPO, each non-employee director (excluding directors employed by Ares or its affiliates) received a grant of RSUs in the amounts shown in the table and footnotes below, with vesting based on the director’s continued service until the annual meeting following the grant date of the award. Upon appointment, our new non-Ares director after the IPO (Ms. O’Farrell) received a pro-rated grant of RSUs. The following table provides compensation information for our non-employee directors (excluding directors employed by Ares or its affiliates) for fiscal 2023.
Director Compensation for Fiscal 2023
Director Compensation for Fiscal 2023
Director Compensation for Fiscal 2023
| Name(1) | Fees Earned or Paid In Cash(2) | Option Awards(3) | Stock Awards(4) | All Other Compensation(5) | Total | | William T. Allen | $76,250 | $— | $165,456 | $186,000 | $427,706 | | Robyn Collver | 79,250 | — | 165,456 | 186,000 | 430,706 | | Aina E. Konold | 82,500 | 89,183 | 165,456 | — | 337,139 | | Susan O'Farrell | — | — | 91,982 | — | 91,982 | | Kristy Pipes | 95,000 | 89,183 | 165,456 | — | 349,639 | | Duane Woods | 76,250 | — | 165,456 | 186,000 | 427,706 |
Director Compensation for Fiscal 2023
| (1) Mr. Walsh did not receive any additional compensation for his service on the Board apart from his compensation as CEO as set forth below in the Summary Compensation Table and so is not included in this table. Our directors who are employed by Ares or its affiliates did not receive compensation from us for their service on the Board and so are not included in this table. |
Director Compensation for Fiscal 2023
| Savers Value Village, Inc. | 21 | 2024 Proxy Statement |
Director Compensation for Fiscal 2023
| (2) The amounts in this column represent pro-rata pre-IPO and post-IPO annual cash retainers paid to the directors. Although Ms. Collver’s cash compensation was paid in Canadian dollars, the payment due was determined based on the amount of U.S. dollars set forth in this table, and then paid in Canadian dollars using the exchange rate in effect at the time of payment. |
Director Compensation for Fiscal 2023
| (3) The amounts in this column reflect the aggregate grant date fair value of stock options granted during the fiscal year, computed in accordance with FASB ASC 718. During fiscal year 2023, each of Ms. Konold and Ms. Pipes received options to purchase 15,219 shares on February 7, 2023, vesting in five equal annual installments with the first vesting date on February 7, 2024 through February 7, 2028 (with a grant date fair value of $5.86 per share), subject to continued service. For a description of the assumptions used to determine the grant date fair value of our stock options, see Note 13 to the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for fiscal year 2023. As of the last day of fiscal year 2023, the following directors held the following number of outstanding stock options: Ms. Collver, 100,516 options; Mr. Allen, 100,516 options; Mr. Woods, 100,516 options; Ms. Konold 64,910 options; and Ms. Pipes, 64,910 options. |
Director Compensation for Fiscal 2023
| (4) The amounts in this column reflect the aggregate grant date fair value of RSUs granted during the fiscal year, computed in accordance with FASB ASC 718. In connection with our IPO, each then serving non-employee director (excluding directors employed by Ares or its affiliates) received a grant of 7,222 RSUs under the Omnibus Incentive Plan. The grant date fair value for these shares (based on the closing stock price on the grant date) was $22.91 per share. On October 16, 2023, in connection with Ms. O'Farrell’s appointment to the Board, she received an award of 5,969 RSUs under the Omnibus Incentive Plan, with a grant date fair value of $15.41 per share. For a description of the assumptions used to determine the grant date fair value of our equity awards, see Note 13 to the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for fiscal year 2023. As of the last day of fiscal year 2023, each of: Ms. Collver, Mr. Allen, Mr. Woods, Ms. Konold and Ms. Pipes had 7,222 RSUs outstanding; and Ms. O’Farrell had 5,969 RSUs outstanding. |
Director Compensation for Fiscal 2023
| (5) The amounts set forth in this column reflect special compensation paid while we were a private company in connection with the Company's issuance of $550.0 million senior secured notes on February 6, 2023. |
Director Compensation for Fiscal 2023
| Savers Value Village, Inc. | 22 | 2024 Proxy Statement |
Director Compensation for Fiscal 2023
Proposal 2: Ratification of Auditor The Audit Committee of our Board of Directors has appointed KPMG LLP (“KPMG”) as our independent registered public accounting firm for the fiscal year ending December 28, 2024. KPMG has been retained as Savers’s independent registered public accounting firm since 2003. We are asking stockholders to ratify KPMG’s appointment. A representative of KPMG is expected to attend the Annual Meeting and will have the opportunity to make a statement if they wish to do so. The representative will also be available to answer questions from stockholders. The members of the Audit Committee and Board believe that the continued retention of KPMG to serve as the Company’s independent external auditor is in the best interests of the Company and its stockholders.
Introduction
| • | reward performance against our business goals through payment of annual incentive bonuses and other periodic discretionary payments; and |
Introduction
| • | align interests of management with those of our stockholders through the grant of stock options and, following our IPO, RSUs in some cases. |
Fiscal Year 2023 Executive Compensation Program
Fiscal Year 2023 Executive Compensation Program Our fiscal year 2023 executive compensation program included base salary, annual cash incentives and long-term equity incentives, components which are expected to be part of our post-IPO program, as summarized below. Salary: The base salary of each named executive officer is intended to align with the scope and complexity of their roles, their relative responsibilities and concerns about retention or recruitment, as applicable. As a private company through mid-2023, our Board periodically reviewed the base salaries of our named executive officers to ensure they were appropriate for the role. Base salaries for recently hired NEOs were based on the foregoing factors as well as considerations around the importance of the positions for a then potential IPO and the amounts needed to encourage them to join our company. Annual Incentive Plan (AIP): For 2023, the Board viewed the use of annual cash bonuses as an effective means to compensate the named executive officers for achieving annual financial goals. Pursuant to our annual incentive plan for 2023, our named executive officers generally were eligible for bonus payments after year-end based on the achievement of financial performance criteria.
Fiscal Year 2023 Executive Compensation Program
Equity Incentives: Equity compensation has been an important part of our executive compensation program. Although as a private company through mid-2023 we did not have a specific schedule for making annual grants, all of our NEOs received grants of stock options (in many cases, a combination of time-vesting and performance-vesting options) prior to the IPO. As a private company through mid-2023, the amount of options granted for each NEO has been based on a combination of subjective factors considered by our Board, including past grants, experience and role of the recipient, potential value, dilution, and grant date value. Grants to recently hired NEOs were determined based on a combination of subjective factors important to a private company at the time of the grant, including the amount needed to encourage executives to join our company, internal pay equity among long-term executives and newly hired executives, market review, potential value to the executives and dilution to our stockholders. Impact of IPO on our Equity Incentives Program: With respect to performance-based stock options granted to our NEOs prior to 2022, 25% of those options became vested on our initial public offering (“IPO”). In addition, as a public company, we may grant different types of equity awards going forward. For example, in 2023 upon completion of our IPO, we commenced granting restricted stock units (“RSUs”) to some of our team members, including some NEOs. Our fiscal 2023 program also includes health and welfare, deferred compensation, and retirement benefits, as well as limited perquisites. See pp. 34 - 35 below.
Annual Cash Incentives: Annual Incentive Plan (AIP)
Annual Cash Incentives: Annual Incentive Plan (AIP) The objective of annual cash incentive awards under our AIP is to motivate the performance of our NEOs and other key associates based on annual performance goals established by the Committee while also encouraging engagement and collaboration. In fiscal year 2023, our AIP program emphasis was on financial performance results.
Key Features of Fiscal Year 2023 AIP
Key Features of Fiscal Year 2023 AIP
Key Features of Fiscal Year 2023 AIP
| • | Emphasized execution of our business strategy, with performance results reviewed and approved by the Compensation Committee |
Key Features of Fiscal Year 2023 AIP
| • | 200% maximum payout limit applied to all awards |
Key Features of Fiscal Year 2023 AIP
For 2023, the Board viewed the use of annual cash bonuses as an effective means to compensate the named executive officers for achieving annual financial goals. Pursuant to our executive bonus plan for 2023, our named executive officers generally were eligible for bonus payments after year-end based on the achievement of financial performance criteria.
Key Features of Fiscal Year 2023 AIP
| Metric | Why It’s Included | How It’s Used | | Adjusted EBITDA* | • The adjusted EBITDA measurement removes non-recurring, irregular and one-time items that may distort EBITDA • Represents the company’s financial health and growth, including top-line performance and effective expense management • Highly relevant to our business, well understood, and part of Savers broad-based incentive program | • Sole metric in our annual cash incentive program for NEOs |
Key Features of Fiscal Year 2023 AIP
| * Adjusted EBITDA is a non-GAAP metric used in our annual incentive plan. We define Adjusted EBITDA as net income excluding the impact of interest expense, net income tax (benefit) expense, depreciation and amortization, loss on extinguishment of debt, stock-based compensation expense, non-cash occupancy-related costs, lease intangible asset expense, pre-opening expenses, store closing expenses, transaction costs, dividend-related bonuses, (gain) loss on foreign currency, and certain other adjustments. |
Performance Goals and Payouts for Fiscal Year 2023 AIP
Performance Goals and Payouts for Fiscal Year 2023 AIP For fiscal year 2023 AIP, the Board and Compensation Committee viewed the use of annual cash bonuses as an effective means to compensate the named executive officers for achieving annual financial goals. Pursuant to our annual incentive plan for fiscal year 2023, our named executive officers generally were eligible for bonus payments after year-end based on the achievement of financial performance criteria. The performance metric chosen for the year was Adjusted EBITDA, which our Board believed was an appropriate performance measure for fiscal year 2023 to motivate our key executives, including the named executive officers, because the metric reflects our growth. Our plan provided for a threshold 10% payout if we achieved 86% of our goal; 100% payout if we achieved 100% of our goal; and a maximum 200% payout if we achieved 120% of our goal. Performance below the threshold would result in no payout.
Performance Goals and Payouts for Fiscal Year 2023 AIP
| Savers Value Village, Inc. | 31 | 2024 Proxy Statement |
Performance Goals and Payouts for Fiscal Year 2023 AIP
The payout level for 2023 for each NEO was approximately 103% of target based on our achievement of approximately 101% of the goal under the AIP. Fiscal Year 2023 AIP Incentive Adjusted EBITDA
Performance Goals and Payouts for Fiscal Year 2023 AIP
| | Threshold | Target | Maximum | Actual* | | Performance goal | $277,012,085 | $322,107,075 | $386,528,490 | $328,365,647 | | Percentage of target | 86% | 100% | 120% | 101% | | Payout (as a % of target) | 10% | 100% | 200% | 103% |
Performance Goals and Payouts for Fiscal Year 2023 AIP
| * The Adjusted EBITDA result used for purposes of the AIP is different than as reported in the Company’s Annual Report on Form 10-K because we use an internal management reporting rate for constant currency purposes to account for the impact of foreign currency exchange rates in our AIP calculation. |
Performance Goals and Payouts for Fiscal Year 2023 AIP
Each NEO had a target award opportunity, expressed as a percentage of the individual’s base salary earned during the fiscal year. The Committee approved these individual award opportunities at the beginning of fiscal year 2023 based on a variety of factors, including an assessment of overall competitiveness, mix of compensation elements, individual performance and responsibilities, and contractual obligations. Fiscal Year 2023 AIP Opportunities and Payouts
Performance Goals and Payouts for Fiscal Year 2023 AIP
| | Target (as a % of Base Salary) | Actual Amount Earned | | Mark Walsh | 100% | $993,002 | | Jay Stasz | 75% | 378,216 | | Jubran Tanious | 75% | 401,507 | | Richard Medway | 75% | 399,278 | | Mindy Geisser | 75% | 372,376 |
Long-Term Equity Incentives
Long-Term Equity Incentives
Key Features of Fiscal Year 2023 Equity Grants
Key Features of Fiscal Year 2023 Equity Grants Equity compensation has been an important part of our executive compensation program. Although as a private company we did not have a specific schedule for making annual grants, all of our NEOs have received grants of stock options in the past. Generally, we have granted options that vest over time, but also, for options granted prior to 2022, a portion that vested depending on our sponsor’s return on investment. Stock options were viewed as an appropriate equity incentive for a private company to align management with our stockholders because stock options have an exercise price based on the value at the time of grant, and so the potential future value of the stock option would directly represent an increase in the value of our stock over the term of the option, benefiting our stockholders. As a private company, the amount of options granted for each NEO were based on a combination of subjective factors considered by our Board, including past grants, experience and role of the recipient, potential value, dilution, and grant date value. For options granted in 2023, grants only vest based on continued service, which the Board determined was appropriate given our stage of development. The individual amounts for the 2023 grants were determined based on a combination of subjective factors important to a private company at the time of the grant, including internal pay equity among long-term executives and newly hired executives, potential value to the executives and dilution to our stockholders. With respect to performance-based stock options granted to our NEOs prior to 2022, 25% of those options became vested on our IPO. As a public company, we may grant different types of equity awards going forward.
Key Features of Fiscal Year 2023 Equity Grants
| Savers Value Village, Inc. | 32 | 2024 Proxy Statement |
2023 Grants to Named Executive Officers
2023 Grants to Named Executive Officers In 2023, Messrs. Stasz and Medway were the only NEOs that received long-term incentive grants. In April 2023, Mr. Medway received a time-based stock option grant of 47,092 stock options that vest ratably over three years. In February of 2023, Mr. Stasz received a time-based stock option grant of 111,508 stock options that vest ratably over five years. In addition, upon completion of our IPO, we commenced granting restricted stock units (RSUs) to some of our employees, including to our CFO in the amounts set forth below in the Grants of Plan-Based Awards table. The RSU grant to the CFO was intended to further align his compensation opportunity with our public company shareholders following the IPO and recognize the fact that he was a recent executive hire with less equity ownership than other members of management.
The Role of the Compensation Committee
| • | market data and peer practices |
The Role of our Peer Group
The Role of our Peer Group The Committee uses peer group data to inform its compensation decision-making for our NEOs. Peer group data allows the Committee to evaluate the competitiveness of NEO compensation and our program design, as well as marketplace practices and the relationship of pay and performance on a relative basis. The Committee believes that peer group data provides important context for its compensation decisions. At the same time, the Committee recognizes that our off-price retail business model, in combination with our size and global focus, is distinct from other companies, and that the retail environment in recent years has presented challenges when evaluating companies for comparability to Savers. The Committee does not rely on strict benchmarking or target any element of NEO compensation by reference to any specified level of compensation within the peer group. The Committee monitors Savers performance relative to the peer group, but has not adopted a formulaic approach for evaluating relative performance and determining its impact on our compensation program. The Committee may also supplement peer group data from time to time with additional case studies and market data to provide further context for its compensation decisions.
The Role of our Peer Group
| Savers Value Village, Inc. | 33 | 2024 Proxy Statement |
Peer Group Evaluation Criteria
Peer Group Evaluation Criteria The Committee expects to annually assess the composition of the peer group and may consider criteria beyond standard industry classifications in constructing and evaluating the peer group, including:
Peer Group Evaluation Criteria
| • | business focus and industry similarity, targeting retail companies with comparable customer or merchandise strategies, and also considering consumer product companies that meet size and complexity criteria; |
Peer Group Evaluation Criteria
| • | revenues, market capitalization, and number of employees; |
Peer Group Evaluation Criteria
| • | business complexity, reflected by factors such as significant global operations, brand and/or product line diversity, multiple segments, and e-commerce strategy; and |
Peer Group Evaluation Criteria
| • | financial performance metrics, including operating and market performance. |
Fiscal Year 2023 Peer Group
Fiscal Year 2023 Peer Group During fiscal year 2023, after consultation with FW Cook, the Committee determined that the following group of large, publicly traded consumer-oriented companies would be appropriate to use when considering market data for executive compensation:
Fiscal Year 2023 Peer Group
| Academy Sports & Outdoors, Inc. | Hibbett Inc. | PriceSmart, Inc. | | Boot Barn Holdings, Inc. | Leslie’s, Inc. | Shake Shack Inc. | | Five Below, Inc. | Mister Car Wash, Inc. | Shoe Carnival, Inc. | | Floor & Decor Holdings, Inc. | National Vision Holdings, Inc. | Sprouts Farmers Market, Inc. | | Grocery Outlet Holding Corp. | Ollie’s Bargain Outlet Holdings, Inc. | Texas Roadhouse, Inc. |
The Role of Compensation Consultants
The Role of Compensation Consultants The Compensation Committee engaged FW Cook to serve as the independent compensation consultant to the Committee for fiscal year 2023. FW Cook attends Committee meetings and consults with the Committee on an ongoing basis throughout the year as requested. FW Cook may provide industry, peer, and market data to the Committee. The Committee may use information and advice from FW Cook as a reference in assessing the overall competitiveness of our NEOs’ compensation and our executive compensation program and making its compensation decisions and determinations about the design, overall level and mix of compensation, plan metrics, goals and payout formulas, and individual compensation components, including benefits and perquisites. FW Cook did not perform any services for Savers other than work for the Compensation Committee and for the Nominating, Governance & Sustainability Committee on director compensation. FW Cook reported directly to the Compensation Committee, which determined the scope and terms of FW Cook’s engagement. During fiscal year 2023, the Committee reviewed its existing relationship with FW Cook, including potential conflicts of interest, and determined that FW Cook’s work for the Committee did not raise any conflicts of interest and that FW Cook continued to be an independent advisor to the Committee.
Severance, Retirement, and Change of Control Provisions
Severance, Retirement, and Change of Control Provisions Under our employment agreements with executive officers, we provide benefits in connection with certain terminations of employment, together with provisions in our equity plan documents described below. Each NEO has agreed to post-employment non-competition, non-solicitation, and other covenants intended to protect our business. We believe that these benefits assist in attracting and retaining high quality executives, in our succession planning, and in keeping our executives focused on their responsibilities during any period in which a change of control may be contemplated or pending and that, more generally, it is important to define the relative obligations of the Company and our NEOs, including obtaining protection against competition and solicitation. We seek to achieve these objectives in a manner consistent with our other compensation objectives described above, taking into account contractual obligations, applicable law and current market practice, among other considerations. These provisions are described in more detail under Compensation Tables—Potential Payments upon Termination or Change of Control.
Summary Compensation Table
Summary Compensation Table The following table provides compensation information for our principal executive officer, our principal financial officer and our three other most highly compensated executive officers for the fiscal year ended December 30, 2023, which we refer to as “fiscal year 2023”. We refer to these executive officers as the named executive officers.
Summary Compensation Table
| Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Non qualified Deferred Compensation Earnings ($)(4) | All other Compensation ($)(5) | Total ($) | | Mark Walsh, Chief Executive Officer | 2023 | 956,949 | 8,184,000 | — | — | 993,002 | — | 100 | 10,134,051 | | | 2022 | 921,807 | 2,170,000 | — | — | 1,149,480 | — | 100 | 4,241,387 | | | 2021 | 897,403 | — | — | — | 1,800,000 | — | 5,223 | 2,702,626 | | Jay Stasz, Chief Financial Officer | 2023 | 487,754 | 275,000 | 621,113 | 653,437 | 378,216 | — | 100 | 2,415,620 | | | 2022 | 203,077 | — | — | 3,018,856 | 204,243 | — | 100 | 3,426,276 | | Jubran Tanious, President and Chief Operating Officer | 2023 | 517,570 | 2,270,400 | — | — | 401,507 | — | 13,300 | 3,202,777 | | | 2022 | 468,174 | 602,000 | — | — | 439,425 | — | 12,300 | 1,521,899 | | Richard Medway, General Counsel, Chief Compliance & Sustainability Officer and Secretary | 2023 | 513,041 | 1,659,100 | — | 307,040 | 399,278 | — | 13,300 | 2,891,759 | | | 2022 | 493,142 | 439,900 | — | — | 462,197 | — | 12,300 | 1,407,539 | | | 2021 | 474,215 | 10,084 | — | — | 715,500 | — | 100 | 1,199,899 | | Mindy Geisser, Chief People Services Officer | 2023 | 478,475 | 1,362,100 | — | — | 372,376 | — | 13,300 | 2,226,251 |
Summary Compensation Table
| (1) The amounts in this column for 2023 reflect a discretionary bonus paid in connection with the Company's issuance of $550.0 million senior secured notes on February 6, 2023. For Mr. Stasz, also includes a $100,000 sign-on bonus paid in 2023. |
Summary Compensation Table
| (2) The amounts in the applicable column reflect the aggregate grant date fair value of stock options or stock awards (restricted stock units) granted during the fiscal year, computed in accordance with Accounting Standards Codification 718 issued by the Financial Accounting Standards Board, or FASB ASC 718. For a description of the assumptions used to determine the grant date fair value of our equity awards, see Note 13 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 30, 2023. |
Summary Compensation Table
| (3) The amounts in this column reflect bonus payments under our annual bonus for performance in the applicable year. Our annual bonus plan is described below. |
Summary Compensation Table
| (4) No above-market or preferential interest rate options are available under our deferred compensation plan, which is described below, and so no amounts are reported in this column. |
Summary Compensation Table
| (5) The amounts shown in this column for fiscal year 2023 include a charitable contribution benefit of $100 for each named executive officer and matching contributions to our 401(k) plan. Excludes perquisites totaling less than $10,000. |
Summary Compensation Table
| Savers Value Village, Inc. | 37 | 2024 Proxy Statement |
Grants of Plan-Based Awards in Fiscal Year 2023
Grants of Plan-Based Awards in Fiscal Year 2023 The following table shows grants of awards to our NEOs during fiscal year 2023.
Grants of Plan-Based Awards in Fiscal Year 2023
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($)(1) | | | All Other Stock Award: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/sh) | Grant Date Fair Value of Stock and Option Awards ($)(2) | | Name and Award Type | Grant Date | Threshold | Target | Maximum | | | | | | Mark Walsh | | | | | | | | | | Bonus Plan | n/a | 96,408 | 964,080 | 1,928,160 | — | — | — | — | | Jay Stasz | | | | | | | | | | Bonus Plan | n/a | 36,720 | 367,200 | 734,400 | — | — | — | — | | Stock Options | 2/7/2023 | — | — | — | | 111,508 | 13.57 | 653,437 | | RSUs | 6/29/2023 | — | — | — | 27,111 | — | — | 621,113 | | Jubran Tanious | | | | | | | | | | Bonus Plan | n/a | 38,981 | 389,813 | 779,625 | — | — | — | — | | Richard Medway | | | | | | | | | | Bonus Plan | n/a | 38,765 | 387,649 | 775,298 | — | — | — | — | | Stock Options | 4/12/2023 | — | — | — | — | 47,092 | 15.45 | 307,040 | | Mindy Geisser | | | | | | | | | | Bonus Plan | n/a | 36,153 | 361,530 | 723,060 | — | — | — | — |
Grants of Plan-Based Awards in Fiscal Year 2023
| (1) Represents the threshold, target and maximum value of cash bonus awards that could have been earned by the named executive officers under our annual incentive bonus plan for performance during fiscal year 2023. The actual payments are set forth in the “Summary Compensation Table” section above. |
Grants of Plan-Based Awards in Fiscal Year 2023
| (2) The amounts in this column reflect the aggregate grant date fair value of stock options and restricted stock units granted during the fiscal year, computed in accordance with Accounting Standards Codification 718 issued by the Financial Accounting Standards Board, or FASB ASC 718. For a description of the assumptions used to determine the grant date fair value of our equity awards, see Note 13 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 30, 2023. |
Grants of Plan-Based Awards in Fiscal Year 2023
| Savers Value Village, Inc. | 39 | 2024 Proxy Statement |
Outstanding Equity Awards at Fiscal 2023 Year-End
Outstanding Equity Awards at Fiscal 2023 Year-End The following table shows all outstanding equity awards held by each of the named executive officers at the end of fiscal year 2023.
Outstanding Equity Awards at Fiscal 2023 Year-End
| | | Option Awards | | | | | Stock Awards | | | | | Equity Incentive Plan Awards: | | | | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Number of Securities Underlying Unexercised Unearned Options (#)(2) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(3) | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) | | Mark Walsh | 10/7/2019 | 340,914 | — | 1,022,742 | 1.41 | 10/7/2029 | — | — | | | 10/7/2019 | 727,284 | 181,821 | — | 1.41 | 10/7/2029 | — | — | | | 12/9/2020 | 322,648 | — | 967,941 | 3.16 | 12/9/2030 | — | — | | | 12/9/2020 | 516,237 | 344,158 | — | 3.16 | 12/9/2030 | — | — | | Jay Stasz | 8/18/2022 | 85,621 | 342,484 | — | 14.72 | 8/18/2032 | — | — | | | 12/16/2022 | 6,115 | 24,464 | — | 15.42 | 12/16/2032 | — | — | | | 2/7/2023 | — | 111,508 | — | 13.57 | 2/7/2033 | — | — | | | 6/29/2023 | — | — | — | — | — | 27,111 | 471,189 | | Jubran Tanious | 6/12/2019 | 145,457 | 36,365 | — | 1.41 | 6/12/2029 | — | — | | | 6/12/2019 | 68,183 | — | 204,547 | 1.41 | 6/12/2029 | — | — | | | 11/1/2019 | 197,027 | 49,256 | — | 1.41 | 11/1/2029 | — | — | | | 11/1/2019 | 92,357 | — | 277,069 | 1.41 | 11/1/2029 | — | — | | | 12/9/2020 | 37,674 | 25,116 | — | 3.16 | 12/9/2030 | — | — | | | 12/9/2020 | 23,546 | — | 70,636 | 3.16 | 12/9/2030 | — | — | | Richard Medway | 6/12/2019 | 203,638 | 50,910 | — | 1.41 | 6/12/2029 | — | — | | | 6/12/2019 | 95,457 | — | 286,368 | 1.41 | 6/12/2029 | — | — | | | 12/9/2020 | 62,502 | 41,668 | — | 3.16 | 12/9/2030 | — | — | | | 12/9/2020 | 39,066 | — | 117,195 | 3.16 | 12/9/2030 | — | — | | | 4/12/2023 | — | 47,092 | — | 15.45 | 4/12/2033 | — | — | | Mindy Geisser | 6/12/2019 | 203,638 | 50,910 | — | 1.41 | 6/12/2029 | — | — | | | 6/12/2019 | 95,457 | — | 286,368 | 1.41 | 6/12/2029 | — | — | | | 12/9/2020 | 23,973 | 15,982 | — | 3.16 | 12/9/2030 | — | — | | | 12/9/2020 | 14,984 | — | 44,952 | 3.16 | 12/9/2030 | — | — |
Outstanding Equity Awards at Fiscal 2023 Year-End
| (1) The amounts in this column represent unvested time-vesting stock options. Subject to continued employment through the applicable vesting date, these stock options vest in equal installments on each of the first, second, third, fourth and fifth anniversaries of the grant date (or, for Mr. Stasz’ August 2022 grant, anniversaries of July 19, 2022; and for the June 2019 grants, anniversaries of March 28, 2019), except for Mr. Medway's April 2023 grant, which vests in equal installments on each of the first, second and third anniversaries of the grant date. |
Outstanding Equity Awards at Fiscal 2023 Year-End
| Savers Value Village, Inc. | 40 | 2024 Proxy Statement |
Outstanding Equity Awards at Fiscal 2023 Year-End
| (2) The amounts in this column represent unvested and unearned performance-vesting stock options. These stock options are eligible to become vested upon the achievement of the performance conditions described under “Additional Narrative Disclosure” below. |
Outstanding Equity Awards at Fiscal 2023 Year-End
| (3) The amounts in this column represent unvested RSUs. Subject to continued employment through the applicable vesting date, these RSUs cliff-vest on the third anniversary of the grant date. |
Outstanding Equity Awards at Fiscal 2023 Year-End
| (4) The amounts in this column represent the aggregate fair market value of RSUs as of December 29, 2023, the last trading day of fiscal year 2023. The closing price of the Company’s stock was $17.38 on that date. |
Option Exercises and Stock Awards Vested During Fiscal Year 2023
Option Exercises and Stock Awards Vested During Fiscal Year 2023 There were no option exercises by any NEO, and no stock awards that vested, during the fiscal year ended December 30, 2023.
Nonqualified Deferred Compensation Plans
Nonqualified Deferred Compensation Plans We provide a non-qualified deferred compensation plan to the named executive officers and other employees. The named executive officers who participate in this plan are listed in the table below. Participants may elect to defer all or a portion of their eligible salary and bonus until a specified date. Executive officers who defer salary or bonus under this plan are credited with market-based returns depending upon the investment choices made by the executive. The investment options under the plan, which are similar to those provided under our qualified 401(k) plan, include a number of mutual funds with varying risk and return profiles.
Nonqualified Deferred Compensation for Fiscal Year 2023
Nonqualified Deferred Compensation for Fiscal Year 2023 The following table provides information on fiscal year 2023 nonqualified deferred compensation plans for our NEOs:
Nonqualified Deferred Compensation for Fiscal Year 2023
| Name and Plan Name | Executive Contributions in Last Fiscal Year(1) ($) | Registrant Contributions in Last Fiscal Year(1) ($) | Aggregate Earnings in Last Fiscal Year ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year-End ($) | | Richard Medway | 170,029 | — | 10,429 | — | 527,856 | | Mindy Geisser | 9,570 | — | 650 | — | 25,911 |
Nonqualified Deferred Compensation for Fiscal Year 2023
| (1) Amounts contributed by any executive would have been reported as salary or bonus amounts for the applicable year in the Summary Compensation Table, and any matching contributions would have been reported for the applicable year in the Summary Compensation Table. |
Potential Payments Upon Termination or Change of Control
Potential Payments Upon Termination or Change of Control The table below reflects estimates of the amount of compensation and benefits for each named executive officer under the employment agreements and equity award agreements and plans described under “Additional Narrative Disclosure” above in the event of a (i) termination without cause or resignation for good reason, (ii) termination without cause upon or following a change in control (if different than (i)), (iii) termination by reason of the executive’s death or disability, or (iv) upon a change in control. The amounts shown assume that the applicable triggering event occurred on December 30, 2023 and, therefore, are only estimates of the amounts that would be paid to the named executive officers upon the occurrence of the applicable triggering event under arrangements in effect on such date.
Potential Payments Upon Termination or Change of Control
| | Cash Benefits ($) | Accelerated Vesting of Equity Awards (1) ($) | | Mark Walsh | | | | Involuntary Termination Without Cause or Resignation for Good Reason (2) | 2,957,162 | 949,819 | | Death | — | 30,097,311 | | Disability | — | (1) | | Change in Control (3) | — | 56,850,535 | | Jay Stasz | | | | Involuntary Termination Without Cause or Resignation for Good Reason (2) | 901,816 | 790,617 | | Involuntary Termination Without Cause Upon or Following a Change in Control (3) | n/a | 471,189 | | Death or Disability | — | 471,189 | | Change in Control (3) | — | 1,623,540 | | Jubran Tanious | | | | Involuntary Termination Without Cause or Resignation for Good Reason (2) | 955,257 | 588,441 | | Death or Disability | — | (1) | | Change in Control (3) | — | 16,425,562 | | Richard Medway | | | | Involuntary Termination Without Cause or Resignation for Good Reason (2) | 950,143 | 716,342 | | Death or Disability | — | (1) | | Change in Control (3) | — | 11,877,126 | | Mindy Geisser | | | | Involuntary Termination Without Cause or Resignation for Good Reason (2) | 888,416 | 630,099 | | Death or Disability | — | (1) | | Change in Control (3) | — | 9,845,806 |
Potential Payments Upon Termination or Change of Control
| (1) The estimated value associated with the accelerated vesting of equity awards in this table represents, for each option or RSU that would become vested as a result of the specified event, the amount equal to $17.38 per share (which represents the closing price of our shares on December 29, 2023, the last trading day of our fiscal year) less, in the case of options, the exercise price. This amount does not attribute value to the ability to retain performance-vesting options following an involuntary termination or resignation for good reason, or following death or disability, until December 31, 2024, because they would have value only if the performance vesting conditions are met following such termination, as described above, except that Mr. Walsh’s performance-vesting options would be eligible for vesting immediately based on the volume weighted average price of the Company’s stock at the time of death and so the value of his performance-vesting options as of December 31, 2023 is reflected in this table. |
Potential Payments Upon Termination or Change of Control
| (2) Reflects the severance benefits described under “Employment Agreements” above (and includes 100% of the actual bonus for 2023 representing the prorated bonus resulting from a termination on December 30, 2023) and, for involuntary termination without cause, pro-rated vesting of time-vesting stock options described under “Additional Narrative Disclosure—Equity Compensation” above. |
Potential Payments Upon Termination or Change of Control
| (3) For change in control, reflects full vesting of pre-IPO stock options (assuming, for performance-vesting options, that the performance criteria are met at the maximum level at the time of the change in control), each as described under “Additional Narrative Disclosure—Equity Compensation” above. For termination without cause upon or following a change in control, reflects accelerated vesting of RSUs subject to “double-trigger” vesting under the terms of the Omnibus Incentive Plan. |
Potential Payments Upon Termination or Change of Control
| Savers Value Village, Inc. | 44 | 2024 Proxy Statement |
Pay Versus Performance
Pay Versus Performance As required by SEC rules, we are providing the following information about the relationship between executive compensation and specified financial performance measures of the Company. For more information about the Company’s executive compensation program, refer to the CD&A starting on p. 29 and the Compensation Tables starting on p. 37.
Pay Versus Performance
| | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Fiscal Year (a)(1) | Summary Compensation Table Total for PEO(2) (b) | Compensation Actually Paid to PEO(3) (c) | Average Summary Compensation Table Total for Non- PEO NEOs(2) (d) | Average Compensation Actually Paid to Non- PEO NEOs(3) (e) | Total Stockholder Return(4) (f) | Peer Group Total Stockholder Return(4) (g) | Net Income (thousands)(5) (h) | Adjusted EBITDA (thousands)(6) (i) | | 2023 | $10,134,051 | $17,566,372 | $2,684,102 | $4,140,034 | $76 | $115 | $53,115 | $322,377 |
Pay Versus Performance
| (1) Information for years prior to 2023 is not included because we were not a public reporting company until June 2023. |
Pay Versus Performance
| (2) The amounts in column (b) are the amounts reported for our Chief Executive Officer, Mr. Walsh, in the “Total” column of the Summary Compensation Table for the specified fiscal year. The amounts reported in column (d) represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding our CEO) in the “Total” column of the Summary Compensation Table for the specified fiscal year. The Non-PEO NEOs included for purposes of calculating the amounts in column (d) and in column (e) for fiscal 2023 are Jay Stasz, Jubran Tanious, Richard Medway and Mindy Geisser. |
Pay Versus Performance
| (3) The amounts in column (c) and column (e) represent the amount of “compensation actually paid” to Mr. Walsh, and the average amount of “compensation actually paid” to our other NEOs as a group, for the specified fiscal year, as computed in accordance with Item 402(v) of Regulation S-K. To determine “compensation actually paid” under SEC rules, the amounts shown below were deducted and added to the Summary Compensation Table total compensation: |
Pay Versus Performance
| Calculation of “Compensation Actually Paid” for Fiscal 2023 | PEO | Other NEOs (Average) | | Summary Compensation Table (SCT) Total | $10,134,051 | $2,684,102 | | (Minus): Grant Date Fair Value of Equity Awards Granted in Fiscal Year | — | ($395,398) | | Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | — | $450,415 | | Plus/(Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | $2,140,769 | $416,672 | | Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | — | — | | Plus/(Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | $5,291,552 | $984,243 | | (Minus): Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year | — | — | | Plus: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation | — | — | | Compensation Actually Paid | $17,566,372 | $4,140,034 |
Pay Versus Performance
| (4) The amounts reported in column (f) represent cumulative TSR of the Company under SEC rules from June 29, 2023, our first day of trading as a public company, through the last trading day for the specified fiscal year in the table. The amounts reported in column (g) represent peer group TSR under SEC rules for the same period, using the S&P Retail Select Industry Index, which is the peer group used in our Annual Report on Form 10-K for purposes of Item 201(e) of Regulation S-K. |
Pay Versus Performance
| (5) The amounts reported in column (h) represent net income of the Company reported in our Annual Report on Form 10-K for the specified fiscal year. |
Pay Versus Performance
| (6) The amounts reported in column (i) represent Adjusted EBITDA, which is a non-GAAP metric used in our annual incentive plan. We define Adjusted EBITDA as net income excluding the impact of interest expense, net income tax (benefit) expense, depreciation and amortization, loss on extinguishment of debt, stock-based compensation expense, non-cash occupancy-related costs, lease intangible asset expense, pre-opening expenses, store closing expenses, transaction costs, |
Pay Versus Performance
| Savers Value Village, Inc. | 45 | 2024 Proxy Statement |
Pay Versus Performance
dividend-related bonuses, (gain) loss on foreign currency, and certain other adjustments. Please see Appendix A: Reconciliation to GAAP Measures, for a reconciliation of GAAP net income to Adjusted EBITDA. As described in the CD&A, the Adjusted EBITDA result used for purposes of the annual incentive is different than as reported in our Annual Report because we use an internal management reporting rate for constant currency purposes to account for the impact of foreign currency exchange rates in our AIP calculation.
Analysis of Information In the Pay Versus Performance Table
Analysis of Information In the Pay Versus Performance Table As discussed in the CD&A, the Company’s executive compensation program emphasizes long-term incentives together with annual cash incentives based on financial goals. Much of the compensation reflected in the table above for fiscal 2023 was approved prior to our becoming a public company. Although any single measure of Company performance for a particular year or period will not necessarily align with CAP as calculated under SEC rules, in accordance with SEC rules, the Company is providing the following descriptions of the relationships between information presented in the Pay Versus Performance table. CAP and Cumulative and Peer Group TSR: Because we did not become a public company until June 2023, the impact of our TSR and a comparison to our peer group TSR may vary over time. We did not use TSR as a financial performance measure within our incentive plans, but long-term equity incentives are a significant component of total compensation for our CEO and other NEOs. As a result, CAP may vary depending on TSR over time, particularly since CAP partly depends on the value of unvested awards. CAP and Net Income: We did not use net income as a financial performance measure within our incentive plans for the time period presented in the table. Accordingly, we would not expect there to be a direct relationship between CAP and our net income. CAP and Adjusted EBITDA: A portion of PEO CAP and average NEO CAP reflects payouts under our AIP, which used Adjusted EBITDA as the performance goal. Therefore, CAP is partly related to Adjusted EBITDA performance.
Analysis of Information In the Pay Versus Performance Table
| Savers Value Village, Inc. | 46 | 2024 Proxy Statement |
Analysis of Information In the Pay Versus Performance Table
Equity Compensation Plan Information The following table provides certain information as of December 30, 2023 with respect to our equity compensation plans:
Analysis of Information In the Pay Versus Performance Table
| Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | Weighted-average exercise price of outstanding options, warrants and rights (b) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | | Equity compensation plans approved by security holders | 16,024,740 | $3.97 | 14,417,767 |
Analysis of Information In the Pay Versus Performance Table
| Savers Value Village, Inc. | 47 | 2024 Proxy Statement |
Analysis of Information In the Pay Versus Performance Table
Stock Ownership