DEF 14A of Neighborhood Intelligence, Inc.
Filed Mar 28, 2025 · FY20240001140361-25-010811
SCHEDULE 14A
| 4. | The approval of an amendment and restatement of the Company’s Amended and Restated 2005 Equity Incentive Plan; and |
SCHEDULE 14A
| 5. | The approval of an amendment to the Amended and Restated 2005 Equity Incentive Plan to increase the individual award limits for purposes of the issuance of the awards granted to Marcus A. Lemonis, the Company’s Executive Chairman, on March 10, 2025 that exceed such limits (the “Contingent Awards”). |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| Compensation Tables and Narratives | 76 | | Compensation Paid to Executive Officers | 76 | | Summary Compensation Table | 76 | | Grants of Plan-Based Awards | 78 | | Outstanding Equity Awards at Fiscal Year-End | 80 | | Option Exercises and Stock Vested in 2024 | 82 | | Nonqualified Deferred Compensation Plan | 82 | | Potential Payments Upon Termination or Change in Control | 83 | | PEO Pay Ratio | 85 | | Pay Versus Performance | 87 | | Compensation of Directors | 93 | | Director Compensation Table | 94 | | Equity Compensation Plan Information | 94 | | Report of the Audit Committee | 95 | | Share Ownership of Management, Directors, Nominees and 5% Stockholders | 96 | | Other Information | 98 | | Certain Relationships and Related Party Transactions | 98 | | Delinquent Section 16(a) Reports | 98 | | Householding | 98 | | Procedure for Nominating Directors for Election at an Annual Meeting | 98 | | Procedure for Submitting Other Matters at an Annual Meeting | 99 | | Procedure for Submitting Rule 14a-8 Stockholder Proposals | 99 | | Other Matters that May Come Before the Annual Meeting | 99 | | Annexes | | | A. Amended and Restated Beyond, Inc. 2005 Equity Incentive Plan | A-1 | | B. Amendment to the Beyond, Inc. Amended and Restated 2005 Equity Incentive Plan | B-1 |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| • | The approval of an amendment and restatement of the Company’s Amended and Restated 2005 Equity Incentive Plan; and |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| • | The approval of an amendment to the Amended and Restated 2005 Equity Incentive Plan to increase the individual award limits for purposes of the issuance of the portion of the awards granted to Marcus A. Lemonis, the Company’s Executive Chairman, on March 10, 2025 that exceed such limits (the “Contingent Awards”). |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| 4) | “FOR” the approval of an amendment and restatement of the Company’s Amended and Restated 2005 Equity Incentive Plan (see Proposal 4); and |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| 5) | “FOR” the approval of an amendment to the Amended and Restated 2005 Equity Incentive Plan to increase the individual award limits for purposes of the issuance of the Contingent Awards to Marcus Lemonis (see Proposal 5). |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| 4) | “FOR” the approval of an amendment and restatement of the Company’s Amended and Restated 2005 Equity Incentive Plan (see Proposal 4); and |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| 5) | “FOR” the approval of an amendment to the Amended and Restated 2005 Equity Incentive Plan to increase the individual award limits for purposes of the issuance of the Contingent Awards to Marcus Lemonis (see Proposal 5). |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| Age: 51 Director since: 2023 (Chairman since 2023 and Executive Chairman since 2024) Committee Memberships: None | Marcus A. Lemonis | | | Marcus A. Lemonis has served on the Board of Directors of Beyond since October 2, 2023, as Co-Chair of the Board from November 29, 2023, to December 9, 2023, as Chairman of the Board from December 10, 2023 to February 19, 2024, as Executive Chairman of the Board since February 20, 2024, and Principal Executive Officer since March 10, 2025. Mr. Lemonis also serves as Chairman of the Board of Directors and Chief Executive Officer of Camping World Holdings, Inc. (NYSE: CWH) since March, 2016, as the President and Chief Executive Officer and on the Board of Directors of CWGS, LLC since February 2011, as the Chief Executive Officer and on the Board of Directors of Good Sam Enterprises, LLC since January 2011, as President and Chief Executive Officer and on the Board of Directors of Camping World, Inc. since September 2006 and as the President and Chief Executive Officer and on the Board of Directors of FreedomRoads, LLC since May 1, 2003. Mr. Lemonis received a B.A. from Marquette University. The specific experience, qualifications, attributes, and skills that led the Board to conclude that Mr. Lemonis should serve as a director considering our business and structure were his extensive experience in retail, business operations, and entrepreneurial ventures. As a result of the above and other experiences, Mr. Lemonis possesses particular knowledge, skill and/or experience in a number of other areas that strengthen the Board’s collective knowledge, experience, and capabilities, including but not limited to senior leadership, marketing/brand management, merchandising, customer experience, finance or accounting, technology, information/cyber security, strategic planning, supply chain management, retail or online sales growth, business transformation, and human capital management. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| Age: 49 Director since: March 2023 Committee Memberships: Audit, Compensation, Technology (Chair) | Joanna C. Burkey | | | Ms. Joanna C. Burkey has served as a director of Beyond since March 2023. She is the founder of Flat Rock Strategic Advisors, LLC, focused on delivering technology and cybersecurity advisory services to enterprise clients. Ms. Burkey served as the Chief Information Security Officer for HP Inc. (NYSE: HPQ) from April 2020 until December 2023. In this role, she and her team had responsibility for HP’s global cybersecurity operations, strategy/architecture and business alignment. Prior to that, she served as the Global Head, Cyber Defense and Deputy Chief Cybersecurity Officer of Siemens AG from September 2018 to April 2020. Ms. Burkey is lead independent director at ReliabilityFirst Corporation, a privately held entity tasked with helping to ensure the reliability of the North American Bulk-Power System, where she also chairs the finance and audit committee. Ms. Burkey also serves on the board of CorVel Corporation (CRVL), a public company in the healthcare and insurance vertical, where she is a member of the Audit Committee. Ms. Burkey holds a B.S. in Computer Science from Angelo State University. The specific experience, qualifications, attributes, and skills that led the Board to conclude that Ms. Burkey should serve as a director considering our business and structure were Ms. Burkey’s 25-year career in cybersecurity across a broad variety of roles, including software engineering, product strategy and security research. As a result of the above and other experiences, Ms. Burkey possesses particular knowledge, skill and/or experience in a number of other areas that strengthen the Board’s collective knowledge, experience, and capabilities, including but not limited to senior leadership, finance or accounting, risk management, regulatory or government, technology, information/cyber security, global or international business, strategic planning, Environmental, Social and Governance (“ESG”) understanding, and business transformation. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| Age: 58 Director since: 2007 Committee Memberships: Nominating and Corporate Governance, Compensation (Chair), Technology | Barclay F. Corbus | | | Mr. Barclay F. Corbus has served as a director of Beyond since March 2007. He also served on the board of directors of tZERO, a privately held blockchain technology company, and Medici Ventures, Inc. (“Medici Ventures”), our former wholly-owned subsidiary specializing in blockchain technologies, until April 2021. Mr. Corbus has served as Senior Vice President of Clean Energy Fuels Corp. (NASDAQ:CLNE), a provider of renewable fuel for vehicles, with responsibility for strategic development and renewable fuel project development, since September 2007. He served as Co-CEO of WR Hambrecht + Co., an investment banking firm, from July 2004 to September 2007, and prior to that date served in other executive positions with WR Hambrecht + Co. Prior to joining WR Hambrecht + Co. in March 1999, Mr. Corbus was in the investment banking group at Donaldson, Lufkin and Jenrette. Mr. Corbus graduated from Dartmouth College with a B.A. in Government and has a M.B.A. in Finance from Columbia Business School. The specific experience, qualifications, attributes, and skills that led the Board to conclude that Mr. Corbus should serve as a director considering our business and structure were his substantial experience in finance, management, and strategic planning, and his experience analyzing and evaluating corporate business plans, capital structures and needs, and debt, equity and hybrid financing alternatives resulting from his work for Clean Energy Fuels Corp., WR Hambrecht + Co., and Donaldson, Lufkin and Jenrette. As a result of the above and other experiences, Mr. Corbus possesses particular knowledge, skill and/or experience in a number of other areas that strengthen the Board’s collective knowledge, experience, and capabilities, including but not limited to senior leadership, finance or accounting, global or international business, strategic planning, environmental sustainability, ESG understanding, and business transformation. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| Age: 52 Director since: 2020 Committee Memberships: Audit (Chair) | William B. Nettles, Jr. | | | Mr. William B. Nettles, Jr. has served as a director of Beyond since June 2020. Mr. Nettles is the Co-Founder and Managing Partner of Invictus Growth Partners, a private equity firm he co-founded in 2019 that invests in and advises technology companies. He is also a founder and on the board of directors of Advanced Mobile Payments, a payment technology solutions company located in Newport Beach, CA. Prior to Invictus Growth Partners, Mr. Nettles has held various leadership roles at different companies, including Executive Vice President of Sungevity, based in Oakland, CA, Director of Investments at Pan African Investments (PIC), a New York City-based private investment firm, VP and Head of Corporate Development and Investor Relations at VeriFone and later the GM of the Middle East and Africa at VeriFone, and Corporate Development executive at Lycos. Mr. Nettles began his career at Credit Suisse, where he was an investment banker, focused on mergers, acquisitions, equity and debt financings. Mr. Nettles graduated from the University of California at Berkeley where he received a B.S. in Business Administration. The specific experience, qualifications, attributes, and skills that led the Board to conclude that Mr. Nettles should serve as a director considering our business and structure were Mr. Nettles’ substantial business investment and technology experience. As a result of the above and other experiences, Mr. Nettles possesses particular knowledge, skill and/or experience in a number of other areas that strengthen the Board’s collective knowledge, experience, and capabilities, including but not limited to senior leadership, marketing or brand management, finance or accounting, technology, strategic planning, business transformation, and human capital management. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| Age: 51 Director since: 2025 Committee Memberships: None | Debra G. Perelman | | | Ms. Debra G. Perelman has served as a director of Beyond since March 2025. Ms. Perelman has served as Executive Chair of Stripes Beauty, an L Catterton backed business, since May 2024. Ms. Perelman is also a Managing Partner at InviNext Growth Partners, a new fund dedicated to investing in consumer growth companies. Previously, Ms. Perelman served as an advisor to Revlon, Inc. from August 2023 to September 2023, its President and Chief Executive Officer from May 2018 to August 2023, and its Chief Operating Officer from January 2018 to May 2018. Revlon filed for bankruptcy in June 2022 and emerged in May 2023. Prior to joining Revlon, Ms. Perelman served as the Executive Vice President, Strategy and New Business Development at MacAndrews & Forbes Incorporated from January 2012 until January 2018, where she focused on new technology investment opportunities, strategy and portfolio management. Ms. Perelman is a director of AMC Networks Inc. (NASDAQ: AMCX), where she serves on the audit committee, and a director of Sally Beauty Holdings, Inc. (NYSE: SBH), where she serves on the nomination & governance committee. She also serves on Mastercard’s innovate steering committee. Ms. Perelman is the co-founder and a board member of the Child Mind Institute, an independent, national nonprofit dedicated to transforming the lives of children and families struggling with mental health and learning disorders. She holds an A.B. from Princeton University and an M.B.A. from Columbia Business School. The specific experience, qualifications, attributes, and skills that led the Board to conclude that Ms. Perelman should serve as a director considering the Company’s business and structure were Ms. Perelman’s experience as the chief executive officer of a public company, as well as the knowledge and experience with respect to brand marketing and corporate finance. As a result of the above and other experiences, Ms. Perelman possesses particular knowledge, skill and/or experience in a number of other areas that strengthen the Board’s collective knowledge, experience, and capabilities, including but not limited to senior leadership, marketing/brand management, merchandising, customer experience, finance or accounting, legal, risk management, regulatory of government, technology, information security, global or international business, strategic planning, environmental sustainability, ESG understanding, supply chain management, retail or online sales growth, business transformation, and human capital management. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| Age: 76 Director since: 2020 Committee Memberships: Audit, Nominating and Corporate Governance, Technology | Dr. Robert J. Shapiro | | | Dr. Robert J. Shapiro has served as a director of Beyond since February 2020. Dr. Shapiro previously served as a member of the board of directors of Medici Ventures, our former wholly-owned subsidiary, until April 2021 and previously served on the board of directors of MLG, a Medici Ventures portfolio company. Dr. Shapiro is the chairman and founder of Sonecon, LLC, a private consultancy firm he founded in 2001 that advises the U.S. government, U.S. and foreign businesses, and non-profit organizations on economic matters. He has advised three U.S. presidents, numerous U.S. senators and representatives, members of the Clinton, Bush and Obama cabinets, foreign government officials, executives at Fortune 100 companies, and non-profit organizations. Dr. Shapiro is also a senior fellow of the Georgetown University Center for Business and Public Policy, director of the NDN Center on Globalization, and a member of the advisory boards of Cote Capital, the Carbon Pricing Initiative, and Civil Rights Defenders. From 1997 to 2001, he was U.S. Under Secretary of Commerce for Economic Affairs. Prior to that, he was co-founder and vice president of the Progressive Policy Institute and, before that, the legislative director and economic counsel to Senator Daniel P. Moynihan. Dr. Shapiro also served as the principal economic advisor to Bill Clinton in his 1991-92 campaign, a senior economic advisor to Hilary Rodham Clinton in 2016, and advised the presidential campaigns of Joseph Biden, Barack Obama, John Kerry, and Al Gore. He has been a fellow of Harvard University, the Brookings Institution, the National Bureau of Economic Research, and the Fugitsu Institute. He holds a Ph.D. and M.A. from Harvard University, a M.Sc. from the London School of Economics and Political Science, and an A.B. from the University of Chicago. The specific experience, qualifications, attributes, and skills that led the Board to conclude that Dr. Shapiro should serve as a director considering our business and structure were his experience with foreign businesses, governments, and economics. As a result of the above and other experiences, Dr. Shapiro possesses particular knowledge, skill and/or experience in a number of other areas that strengthen the Board’s collective knowledge, experience, and capabilities, including but not limited to senior leadership, customer experience, finance or accounting, regulatory or government, technology, global or international business, strategic planning, and environmental sustainability. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| Age: 76 Director since: 2007 Committee Memberships: Nominating and Corporate Governance (Chair), Compensation | Joseph J. Tabacco, Jr. | | | Mr. Joseph J. Tabacco, Jr. has served as a director of Beyond since June 2007. For more than the last five years Mr. Tabacco was the founding partner and has served as managing partner of the San Francisco office of Berman Tabacco. A 1974 honors graduate of George Washington University School of Law, Mr. Tabacco litigates antitrust, securities fraud, commercial high tech, and intellectual property matters. Since entering private practice in the early 1980s, Mr. Tabacco has served as trial or lead counsel in numerous antitrust and securities cases. Prior to 1981, Mr. Tabacco served as senior trial attorney for the U.S. Department of Justice, Antitrust Division. The specific experience, qualifications, attributes, and skills that led the Board to conclude that Mr. Tabacco should serve as a director considering our business and structure were his experience and leadership in securities and shareholder matters, his experience and leadership in litigation, and his experience managing his law firm. As a result of the above and other experiences, Mr. Tabacco possesses particular knowledge, skill and/or experience in a number of other areas that strengthen the Board’s collective knowledge, experience, and capabilities, including but not limited to senior leadership, finance or accounting, legal, risk management, regulatory or government, and ESG understanding. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| | 2022 | 2023 | 2024 | | Time-based RSUs granted | 618,000 | 1,101,000 | 305,310 | | Fully-vested shares granted | — | — | — | | Performance shares earned (1) | — | — | — | | Performance-based stock options earned (2) | — | — | — | | Total shares utilized | 618,000 | 1,101,000 | 305,310 | | Basic weighted average common shares outstanding | 44,323,000 | 45,214,000 | 46,542,000 | | Total shares utilized as a % of basic weighted average common shares outstanding | 1.4% | 2.4% | 0.7% | | Three-year average total shares utilized as a % of basic weighted average common shares outstanding (3) | | 1.45% | |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| (2) 2,250,000 performance-based, premium-priced stock options were granted in 2024 to Marcus Lemonis, our Executive Chairman, with exercise prices ranging from $45.00 to $60.00 per share and with vesting tied to achievement of stock price goals ranging from $45.00 to $60.00 per share, which were eligible to be achieved during two to four year performance periods. None of these awards have been earned to-date. These awards were not granted under the Existing Plan and were granted under a stand-alone award approved by our stockholders. See additional details in our Compensation Discussion and Analysis section of this Proxy Statement. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| (3) For reference, if including the 1,512,500 performance-based shares and the 2,250,000 performance-based, premium-priced stock options that were granted in 2024, our three-year average total shares utilized would be 4.2% of basic weighted average common shares outstanding, though a portion of these additional awards have already been forfeited and the rest remain unearned. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| • | Our Equity Program Overhang is Reasonable. As of March 14, 2025, there were approximately 1,220,043 shares of stock subject to RSUs and 1,095,703 shares subject to performance awards (assuming performance at “target” levels) under the Existing Plan, which represented approximately 2.2% and 2.0%, respectively, of the outstanding shares as of such date. As of the March 14, 2025, there were 1,190,659 shares available to grant under the Existing Plan (with performance shares counted assuming performance at “target” levels). The Existing Plan is the only plan the Company has in place to grant future equity awards to employees, consultants, and non-employee directors of the Company. (The foregoing totals for RSUs and performance shares outstanding as of March 14, 2025 include the awards granted to Marcus Lemonis, our Executive Chairman, on March 10, 2025, a portion of which (the “Contingent Awards”) are subject to stockholder approval of Proposal 5. If Proposal 5 is not approved by the stockholders, then the Contingent Awards that are subject to stockholder approval of such proposal will be forfeited and will again be available for issuance under the Existing Plan (or the Restated Plan, if approved). For more information about the Contingent Awards, please see Proposal 5.) |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| Name and Principal Position | Number of shares subject to RSUs | Number of shares subject to performance share awards (1) | | Marcus A. Lemonis, Executive Chairman and Principal Executive Officer (2) | 500,000 | 500,000 | | David J. Nielsen Former President | — | 21,522 | | Chandra R. Holt Former Division CEO, Bed Bath & Beyond | — | — | | Adrianne B. Lee President & Chief Financial Officer | 96,301 | 185,336 | | E. Glen Nickle Former Chief Legal Officer | — | — | | Carlisha B. Robinson Former Chief Product Officer | — | — | | Executive officers, as a group | 672,000 | 834,863 | | Non-employee directors, as a group (3) | 56,161 | — | | Nominees for election as directors | 556,161 | 500,000 | | Each associate of any such directors, executive officers or nominees | — | — | | Each other person who received or is to receive five percent of all options, warrants or rights | — | — | | Employees other than executive officers, as a group | 491,882 | 239,319 |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| (1) Performance shares are reflected assuming “target” performance. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| (1) Performance shares granted on March 10, 2025 are shown at “target” and have a potential weighted average maximum payout of 135% of target (i.e., maximum of 250,000 shares, which reflects the limit under the Existing Plan). |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| (2) Performance shares contingent on stockholder approval at the May 15, 2025 Annual Meeting are shown at “target” and would have a potential weighted average maximum payout of 135% of target (i.e., maximum of 450,000 shares). |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| • | 400,000 of the RSUs granted to Mr. Lemonis on March 10, 2025 are “Contingent RSUs” subject to stockholder approval of the 2005 Plan Amendment at the Annual Meeting. In the event that the Company’s stockholders do not approve this Proposal 5, Mr. Lemonis will retain 100,000 RSUs subject to the Lemonis Awards and will forfeit the Contingent RSUs, and accordingly Mr. Lemonis will have no rights to the Contingent RSUs or any of the shares underlying those awards. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| • | 425,000 of the performance shares granted to Mr. Lemonis on March 10, 2025 are “Contingent Performance Shares” subject to stockholder approval of the 2005 Plan Amendment at the Annual Meeting. In the event that the Company’s stockholders do not approve this Proposal 5, Mr. Lemonis will retain a total of 250,000 performance shares subject to the Lemonis Awards and will forfeit the Contingent Performance Shares, and accordingly Mr. Lemonis will have no rights to the Contingent Performance Shares or any of the shares underlying those awards. Of these retained performance shares, a total of 185,185 will be the “target” performance shares eligible to be earned at “target” performance levels and Mr. Lemonis will be eligible to earn a maximum of 250,000 performance shares at “maximum” performance levels. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| • | For the avoidance of doubt, the 100,000 RSUs and 250,000 performance shares (at “maximum” performance levels) subject to the Lemonis Awards that are not Contingent Awards are not subject to stockholder approval of this Proposal 5 at the Annual Meeting will be retained by Mr. Lemonis even if this Proposal 5 is not approved. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| • | Adjusted EBITDA Performance Metric. One-half of the performance shares will vest on achieving a negative $5 million Adjusted EBITDA 3-month run rate (to earn 100% of target) or a $0 Adjusted EBITDA three-month run rate (to earn 120% of target) over any three calendar month period in 2025; in either instance, to be eligible to vest in any of the performance shares, full-year Adjusted EBITDA must be at least negative $44 million. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| • | Adjusted Gross Margin Performance Metric. One-quarter of the performance shares are tied to Adjusted Gross Margin performance in 2025, and will vest based on achieving 23% Adjusted Gross Margin (to earn 50% of target), 25% Adjusted Gross Margin (to earn 100% of target), or 28% Adjusted Gross Margin (to earn 150% of target) during the performance period; in any instance, to be eligible to vest in any of the performance shares, 2025 gross profit must reach $300 million. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| (1) To be eligible to vest in any of the performance shares tied to Adjusted EBITDA, 2025 Adjusted EBITDA must be at least negative $44 million. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| (2) To be eligible to vest in any of the performance shares tied to Adjusted Gross Margin, 2025 gross profit must reach $300 million. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| • | In the event of Mr. Lemonis’ Change of Control Termination (as defined below), Mr. Lemonis will vest in all of the outstanding RSUs upon such termination. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| • | In the event of Mr. Lemonis’ termination due to his death or disability, Mr. Lemonis will vest in a prorated number of the “earned” performance shares based on the portion of the three-year vesting period that has elapsed as of the date of termination (and if such termination occurs prior to December 31, 2025 and prior to a change of control (as defined in the Existing Plan), he will remain eligible to vest in the corresponding portion of any “earned” performance shares following certification of performance). |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| • | In the event of Mr. Lemonis’ Qualifying Termination, Mr. Lemonis will vest in such number of the performance shares as would have vested during the 12 months following such termination (and if such termination occurs prior to December 31, 2025 and prior to a change of control, he will remain eligible to vest in the corresponding portion of any “earned” performance shares following certification of performance). |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| • | Upon a change of control that occurs prior to December 31, 2025, such number of the performance shares will be deemed “earned” as is equal to the “target” number of performance shares. Such “earned” performance shares will continue to be eligible to vest following such change of control on the remaining service-based vesting dates. In the event of Mr. Lemonis’ Change of Control Termination or termination due to death or disability following a change of control, any remaining unvested “earned” performance shares will vest upon such termination. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| • | The desire to incentivize and motivate Mr. Lemonis to lead the Company as its Executive Chairman and PEO over the long-term and to create significant stockholder value in doing so; |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| • | The total size and form of the Contingent Awards, and how the awards compared to executives in comparable positions in the Company’s peer group and whether the awards were within the remaining share reserve under the Company’s equity plan. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| • | Restricted Stock Units (RSUs). An RSU is an award of hypothetical shares of our stock having a value equal to the fair market value of an identical number of shares of stock. RSUs may, but need not, provide that the award will be subject to forfeiture and may not be sold, assigned, transferred, or otherwise disposed of for a period of time determined by the Administrator. The Administrator shall have complete discretion to determine (i) the number of shares subject to an RSU award granted to any participant and (ii) the conditions for grant or for vesting that must be satisfied, which may be based principally or solely on continued provision of services but may include a performance-based component. A holder of RSUs will not be a stockholder until the shares are issued, and until such time, no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the underlying shares. The Lemonis Awards do not include dividend equivalent rights. Each RSU grant shall be evidenced by an agreement that shall specify the purchase price (if any) and such other terms and conditions as the Administrator shall determine; provided, however, that if the RSU grant has a purchase price, the purchase price must be paid no more than ten (10) years following the date of grant. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| • | Performance Shares. A performance share is also an award of hypothetical shares of our stock having a value equal to the fair market value of an identical number of shares of stock. The Administrator shall have complete discretion to determine (i) the number of shares of our stock subject to a performance share award granted to any service provider and (ii) the conditions that must be satisfied for grant or for vesting, which may be based principally or solely on achievement of performance milestones but may include a service-based component. Each performance share grant shall be evidenced by an agreement that shall specify such other terms and conditions as the Administrator, in its sole discretion, shall determine. A holder of performance shares will not be a stockholder until the shares are issued, and |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| Name and Principal Position | Number of shares subject to RSUs | Number of shares subject to performance share awards (1) | | Marcus A. Lemonis Executive Chairman and Principal Executive Officer | 400,000 | 425,000 | | David J. Nielsen Former President | — | — | | Chandra R. Holt Former Division CEO, Bed Bath & Beyond | — | — | | Adrianne B. Lee President & Chief Financial Officer | — | — | | E. Glen Nickle Former Chief Legal Officer | — | — | | Carlisha B. Robinson Former Chief Product Officer | — | — | | Executive officers, as a group | 400,000 | 425,000 | | Non-employee directors, as a group (2) | — | — | | Nominees for election as directors | 400,000 | 425,000 | | Each associate of any such directors, executive officers or nominees | — | — | | Each other person who received or is to receive five percent of all options, warrants or rights | — | — | | Employees other than executive officers, as a group | — | — |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| (1) Represents the Contingent Performance Shares assuming “maximum” achievement under all performance metrics. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| • | Performance-Based Annual Bonus Program Tied to Key Metrics. In 2024, we adopted a performance-based bonus program for our executive officers, other than Mr. Lemonis, which was designed to reward the executives for Company achievement relative to our key strategic objectives and the creation of stockholder value. In 2024, each of our executive officers, other than Mr. Lemonis, was eligible for a performance-based bonus based upon four components - three pre-established corporate performance goals and objectives approved by our Board, and an individual performance component for 25% of the bonus weighting. The number of active customers, full year general & administrative and technology expenses as a percentage of gross profit (“G&A and Technology Expenses as a Percentage of Gross Profit”), and revenue were selected as the corporate performance metrics for purposes of determining 2024 annual performance-based bonuses and threshold, target and maximum payouts were established for each metric. These corporate performance goals were set at challenging levels such that the attainment of target annual cash incentive award opportunities tied to corporate performance was not assured at the time they were set and would require a high level of effort and execution on the part of the executive officers and others in order to achieve the goals. The Compensation Committee believes that each of these goals was strongly aligned with the creation of stockholder value. Based on actual achievement relative to such corporate performance goals, and including an individual performance modifier, Mr. Nielsen earned $221,710 and Ms. Lee earned $92,653 under the 2024 annual performance-based bonus program, which is significantly below-target. The other NEOs were not eligible for 2024 bonuses due to their departure dates. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| • | Performance Shares. In 2024, the long-term incentive awards granted to our executive officers (other than Mr. Lemonis) were granted solely in the form of performance shares. Effective February 20, 2024, each of our executive officers was granted an award of performance shares under our Amended and Restated 2005 Equity Incentive Plan (the “2005 Plan”), with 75% of the award tied to achievement of specified stock price hurdles and 25% of the award tied to annual net revenue objectives over a three-year performance period. Each performance share is a unit that represents the right to receive one share of our common stock. Based on our net revenue for 2024, all of the performance shares eligible to vest based on 2024 performance were forfeited. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| • | Performance Options. In 2024, the long-term incentive award granted to our Executive Chairman, Mr. Lemonis, was granted solely in the form of performance-based stock options exercisable for an aggregate of 2,250,000 shares of common stock, granted on February 20, 2024 (the “Executive Chairman Performance Award”). Mr. Lemonis’ award was subject to stockholder approval, which was received at the 2024 annual meeting of stockholders. The stock options vest upon achievement of certain service-based vesting conditions and stock price hurdles. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| • | Performance-Based Annual Bonus Program Tied to Key Metrics. In 2025, we adopted a performance-based bonus program for our executive officers which was designed to reward the executives for Company achievement relative to our key strategic objectives and the creation of stockholder value. In 2025, each of our executive officers, other than Mr. Lemonis, will be eligible for a performance bonus based upon four components, three pre-established corporate performance goals and objectives approved by our Board, and an individual performance modifier ranging from 0% to 125%. Adjusted EBITDA (three-month run rate), Adjusted Gross Margin, and Contribution Margin (each as defined below were selected as the corporate performance metrics for purposes of determining 2025 annual bonuses, and threshold, target and maximum payouts were established for |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| • | Performance Shares. In early 2025, one-half of the long-term incentive awards granted to our executive officers were in the form of performance shares. In early 2025, each of our executive officers was granted performance shares under our 2005 Plan, with the award tied to three pre-established performance metrics over a one-year performance period ending December 31, 2025. Each performance share is a unit that represents the right to receive one share of our common stock. The performance metrics are as follows: |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| • | Adjusted EBITDA Performance Metric. One-half of the performance share award will vest on achieving a negative $5 million Adjusted EBITDA three-month run rate (to earn 100% of target) or a $0 Adjusted EBITDA three-month run rate (to earn 120% of target) over any three calendar month period in 2025; in either instance, to be eligible to vest in any of the performance shares tied to Adjusted EBITDA, 2025 Adjusted EBITDA must be at least negative $44 million. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| • | Adjusted Gross Margin Performance Metric. One-quarter of the performance share award is tied to Adjusted Gross Margin performance in 2025, and will vest based on achieving 23% Adjusted Gross Margin (to earn 50% of target), 25% Adjusted Gross Margin (to earn 100% of target), or 28% Adjusted Gross Margin (to earn 150% of target) for 2025; in any instance, to be eligible to vest in any of the performance shares tied to Adjusted Gross Margin, 2025 gross profit must reach $300 million. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| (1) To be eligible to vest in any of the performance shares tied to Adjusted EBITDA, 2025 Adjusted EBITDA must be at least negative $44 million. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| (2) To be eligible to vest in any of the performance shares tied to Adjusted Gross Margin, 2025 gross profit must reach $300 million. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| • | Time-Based RSUs. In early 2025, one-half of the long-term incentive awards granted to our executive officers were in RSUs. In early 2025, each of our executive officers was granted an award of RSUs under our 2005 Plan with multi-year vesting requirements, to provide appropriate incentives tied to the market price of the stock over a long period of time, without encouraging short-term or inappropriate management decisions. Each RSU is a unit that represents the right to receive one share of our common stock. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| Name | 2025 Salary | 2024 Bonus (1) | 2025 Target Bonus (2) | 2025 Target Performance Shares (3) | 2025 RSUs (4) | | Marcus A. Lemonis (5) | — | — | — | 500,000 | 500,000 | | David J. Nielsen (6) | $900,000 | $221,710 | $900,000 | 64,566 | 64,566 | | Adrianne B. Lee (7) | $700,000 | $92,653 | $525,000 | 75,336 | 75,336 |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| (1) Each of Mr. Nielsen and Ms. Lee received a bonus under the Company’s 2024 annual performance-based bonus program. The 2024 bonus was based upon four components, three pre-established corporate performance goals and objectives approved by our Board, and an individual performance modifier ranging from 0-1.25x. The number of active customers, full year G&A and Technology Expenses as a Percentage of Gross Profit, and revenue were the corporate performance metrics. Based on actual achievement relative to such corporate performance goals, and including the individual performance modifier, Mr. Nielsen and Ms. Lee received the amounts listed above. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| (2) Represents the target bonus opportunity under the Company’s 2025 annual performance-based bonus program as described above. 2025 bonuses are earned based on achievement of the following three metrics: Adjusted EBITDA, Adjusted Gross Margin, and Contribution Margin. Earnouts are subject to a 0-1.25x modifier based on individual performance. This is a change from the 2024 bonus, which had a 25% individual performance carve-out, and places more emphasis on achievement of the corporate financial goals in 2025. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| (3) Represents the aggregate performance shares granted to each executive at “target” performance levels. As described above, the performance share awards were granted pursuant to the Company’s 2005 Plan, with the units awarded tied to Adjusted EBITDA, Adjusted Gross Margin, and Contribution Margin objectives in a one-year performance period. The performance shares are also subject to a service-based vesting requirement and the earned performance shares will vest in three equal annual increments on each the first three anniversaries of the grant dates. Figures shown are the number of units/shares assuming “target” levels of performance. At “maximum” performance levels, an executive may be eligible to earn up to 135% of the “target” performance shares. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| (4) RSU grants are made pursuant to the Company’s 2005 Plan. Figures shown are the number of units/shares. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| • | Increase the long-term economic value of the Company; |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| 2024 Peer Group | | | 1-800-FLOWERS.COM, Inc. | La-Z-Boy Incorporated | | Big Lots, Inc. | Nu Skin Enterprises, Inc. | | Boot Barn Holdings, Inc. | Ollie’s Bargain Outlet Holdings, Inc. | | ContextLogic Inc. | RH | | Etsy, Inc. | Sleep Number Corporation | | Floor & Décor Holdings, Inc. | Stitch Fix, Inc. | | iRobot Corporation | USANA Health Sciences, Inc. | | Lands’ End, Inc. | Vivint Smart Home, Inc. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| • | Performance-based bonuses; |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| • | Long-term incentive awards; |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| • | Severance benefits under our Severance Plan. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| Name | 2024 Annualized Target Bonus | | Marcus A. Lemonis (1) | — | | David J. Nielsen | $900,000 | | Chandra Holt (2) | $900,000 | | Adrianne B. Lee | $300,000 | | E. Glen Nickle (3) | $175,000 | | Carlisha B. Robinson (2) | $200,000 |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| (1) Mr. Lemonis was not eligible for a bonus during 2024. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| (2) Ms. Holt and Ms. Robinson were not eligible for a performance-based bonus for 2024 due to the timing of their termination of employment. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| (3) Mr. Nickle vacated his position as Chief Legal Officer effective December 31, 2024, and was not eligible for a performance-based bonus for 2024. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| Performance Metrics | Threshold | Target | Maximum | % of Target Achieved | Weighted Earnout (% of Target) | | Active Customers | 5,600,000 | 6,500,000 | 7,000,000 | 0.0% | 0.0% | | G&A / Technology Expenses as% of Gross Profit (1) | 75% | 42% | 35% | 23.5% | 5.9% | | Revenue | $1,561,122,023 | $2,000,000,000 | $2,500,000,000 | 0.0% | 0.0% | | Payout | 1% | 100% | 150% | Total Company Performance % | 5.9% |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| • | $40.00 Stock Price Hurdle: One-third of the performance shares subject to stock price performance will be earned if the average per-share closing price of our common stock over any 20 consecutive trading day period equals or exceeds $40.00 per share (47% increase over the grant date price of $27.18 per share). The performance shares will vest on the later of (1) the first anniversary of the grant date or (2) the date the price hurdle is achieved during the three-year period following the grant date, subject to continued service through the vesting date. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| • | $50.00 Stock Price Hurdle: One-third of the performance shares subject to stock price performance will be earned if the average per-share closing price of our common stock over any 20 consecutive trading day period equals or exceeds $50.00 per share (84% increase over the grant date price). The performance shares will vest on the later of (1) the second anniversary of the grant date or (2) the date the price hurdle is achieved during the three-year period following the grant date, subject to continued service through the vesting date. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| • | $60.00 Stock Price Hurdle: One-third of the performance shares subject to stock price performance will be earned if the average per-share closing price of our common stock over any 20 consecutive trading day period equals or exceeds $60.00 per share (121% increase over the grant date price). The performance shares will vest on the third anniversary of the grant date if the price hurdle is achieved, subject to continued service through the vesting date. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| | NEO Compensation | | | Stock Price | | | Net Revenue | | | | | Summary Compensation Table Total (2024) (1) | Compensation Actually Paid (2024) (1) | Change in Value to NEO | February 20, 2024 | December 31, 2024 | Change in Stock Price | 2023 | 2024 | Change in Net Revenue | | Mr. Nielsen (former PEO) | $4,558,064 | $102,781 | -98% | $27.18 | $4.93 | -82% | $1,561,122 | $1,394,964 | -11% | | Non-PEO NEO Average | $3,834,103 | $170,723 | -96% | | | | | | |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| (1) See “Compensation Tables and Narratives — Pay Versus Performance — Pay Versus Performance Table”. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| • | Net Revenue Performance Shares |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| • | An executive will vest in any performance shares earned for any completed performance period as of the date of termination. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| • | If such termination occurs in the latter half of a fiscal year, the executive will remain eligible to vest in a prorated portion of the performance shares eligible to vest based on the Company’s GAAP net revenue for such fiscal year, with any vesting to occur upon the Compensation Committee’s certification of such achievement, which performance shares shall be prorated to reflect the portion of the fiscal year that elapsed prior to the date of termination. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| • | To the extent such termination occurs during the first half of a fiscal year or prior to the commencement of a fiscal year, any performance shares eligible to be earned with respect to such fiscal year will be forfeited. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| • | An executive will vest in any performance shares earned for any completed performance period immediately prior to the date of the change in control, subject to the executive’s continuous service as of immediately prior to the change in control. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| • | To the extent a change in control occurs on or after April 1 of a fiscal year, then the GAAP net revenue goal for such fiscal year will be adjusted by dividing such goal by 12 and multiplying the resulting number by the number of completed calendar months during such fiscal year of the date of the change in control, and achievement of the adjusted goal will be determined based on actual performance through the date of the change in control. Any earned performance shares based on such performance will vest immediately prior to the date of the change in control, subject to the executive’s continuous service as of immediately prior to the change in control. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| • | To the extent a change in control occurs on or before March 31 of a fiscal year or prior to the commencement of a fiscal year, any performance shares eligible to be earned with respect to such fiscal year will be forfeited. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| • | Stock Price Hurdle Performance Shares |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| • | With respect to any portion of the performance shares for which the applicable stock price hurdle has been met (or that is achieved within 20 consecutive trading days following the termination date) but which remains subject to a service-based requirement, the executive will vest in such number of performance shares as would have vested pursuant to the award agreement during the post-termination acceleration period applicable to his or her “Tier” under the Severance Plan for a termination without cause. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| • | Any unvested performance shares for which the applicable stock price hurdle has not been met within 20 consecutive trading days following the date of termination will be forfeited. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| • | Change in Control |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| • | Any portion of the Executive Chairman Performance Award that is unvested at the time of a change in control will vest upon a change in control only to the extent a stock price hurdle is achieved based on the Change in Control Value (as defined below), subject to Mr. Lemonis’ remaining in a Qualifying Position through the date immediately prior to the effective time of such change in control (or, having experienced a Qualifying Termination within 20 trading days prior to the change in control). |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| • | If a stock price hurdle has been achieved prior to the change in control, any shares relating to such stock price hurdle that had not already vested before the change in control because the service-based vesting requirement had not yet been met will vest upon the change in control, subject to Mr. Lemonis’ remaining in a Qualifying Position through the date immediately prior to the change in control. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| i. | a lump sum severance amount equal to a number of months of his or her base salary, which varies based on the participant’s designated employment tier (up to 12 months for “Tier 3” participants, 12 months for “Tier 2” participants, and up to 24 months for “Tier 1” participants), |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| iii. | additional vesting acceleration for the participant’s then outstanding and unvested equity awards that are subject to service-based vesting, which varies based on the participant’s designated employment tier (up to 12 months for “Tier 3” participants, 12 months for “Tier 2” participants, and 18 months for “Tier 1” participants). |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| i. | a lump sum severance amount equal to a number of months of his or her base salary plus his or her target annual bonus opportunity, which number of months varies based on the participant’s designated employment tier (12 months for “Tier 3” participants, 12 months for “Tier 2” participants, and 24 months for “Tier 1” participants), |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| iii. | such vesting acceleration of each of the participant’s then outstanding and unvested equity awards as may be provided for under the Company’s 2005 Plan or any future equity incentive plan of the Company. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| Name & Principal Position | Year | Salary (1) | Bonus | Stock Awards (2) | Option Awards (2) | Non-Equity Incentive Plan Compensation | All Other Compensation | Total | | Marcus A. Lemonis (3) Executive Chairman (current principal executive officer) | 2024 | — | — | — | $7,590,000 | — | — | $7,590,000 | | David J. Nielsen (4) Former President (former principal executive officer) | 2024 | $866,539 | — | $3,436,000 | — | $221,710 | $33,815 | $4,558,064 | | | 2023 | $598,077 | — | $1,399,998 | — | — | $28,196 | $2,026,272 | | | 2022 | $573,077 | — | $817,200 | — | — | $28,634 | $1,418,911 | | Chandra R. Holt (5) Former Division CEO, Bed Bath & Beyond (former co-principal executive officer) | 2024 | $290,769 | — | $4,496,500 | — | — | $322,898 | $5,110,167 | | Adrianne B. Lee (6) President & Chief Financial Officer (principal financial officer) | 2024 | $604,616 | — | $2,490,100 | — | $92,653 | $27,008 | $3,214,377 | | | 2023 | $592,308 | — | $1,399,998 | — | — | $25,716 | $2,018,023 | | | 2022 | $494,231 | — | $817,200 | — | — | $24,444 | $1,335,875 | | E. Glen Nickle (7) Former Chief Legal Officer | 2024 | $352,692 | — | $1,348,950 | — | — | $403,834 | $2,105,476 | | | 2023 | $348,846 | — | $750,006 | — | — | $29,337 | $1,128,189 | | Carlisha B. Robinson (8) Former Chief Product Officer | 2024 | $324,827 | — | $1,798,600 | — | — | $303,133 | $2,426,560 | | | 2023 | $343,462 | — | $399,990 | — | — | $28,356 | $771,808 |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| Year | Summary Compensation Table Total | | Compensation Actually Paid | | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($) (1) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($) (2) | Value of Initial Fixed $100 Investment Based on: | | Net Income (loss) (thousands) | Revenue (thousands) (5) | | | for First PEO ($) (1) | for Second PEO ($) (1) | to First PEO ($) (2) | to Second PEO ($) (2) | | | Total Shareholder Return ($) (3) | Peer Group Total Shareholder Return ($) (4) | | | | 2024 | $4,558,064 | $5,110,167 | $102,781 | $613,667 | $3,834,103 | $170,723 | $69.93 | $188.41 | ($258,795) | $1,394,964 | | 2023 | $2,026,272 | $6,141,284 | $2,568,391 | $4,219,767 | $1,226,098 | $1,308,216 | $392.77 | $168.04 | ($307,842) | $1,561,122 | | 2022 | — | $2,948,959 | — | $265,216 | $1,104,506 | $138,218 | $274.61 | $138.26 | ($35,236) | $1,929,334 | | 2021 | — | $2,855,412 | — | $3,904,925 | $1,199,845 | $1,647,994 | $837.02 | $202.49 | $389,372 | $2,756,446 | | 2020 | — | $1,527,318 | — | $4,125,342 | $674,606 | $1,956,132 | $680.43 | $141.63 | $56,001 | $2,493,915 |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | All Other Compensation ($) | Total ($) | | Joanna C. Burkey | $75,000 | $213,506 | — | $288,506 | | Barclay F. Corbus | $75,000 | $213,506 | — | $288,506 | | William B. Nettles, Jr. | $93,750 | $213,506 | — | $307,256 | | Dr. Robert J. Shapiro | $75,000 | $213,506 | — | $288,506 | | Joseph J. Tabacco, Jr. | $75,000 | $213,506 | — | $288,506 |