DEF 14A of Ollie's Bargain Outlet Holdings, Inc.
Filed May 1, 2025 · FY20240001140361-25-016940
PROPOSAL 1-ELECTION OF DIRECTORS
PROPOSAL 1-ELECTION OF DIRECTORS Our Board currently consists of 10 directors. Our current Board members are Alissa Ahlman, Mary Baglivo, Robert Fisch, Stanley Fleishman, Thomas Hendrickson, Abid Rizvi, John Swygert, Eric van der Valk, Stephen White, and Richard Zannino. Our Board is fully declassified. Alissa Ahlman, Mary Baglivo, Robert Fisch, Stanley Fleishman, Thomas Hendrickson, Abid Rizvi, John Swygert, Eric van der Valk, Stephen White, and Richard Zannino have been nominated for election at the Annual Meeting for a one-year term, and if elected, they are expected to stand for re-election at our Next Annual Meeting. In selecting director candidates for election at the Annual Meeting, our Nominating and Corporate Governance Committee and our Board considered whether each candidate possesses the required skill sets and fulfills the qualification requirements of directors approved by the Board, including independence, sound judgment, business specialization, technical skills, diversity, and other desired qualities. The following biographies describe the relevant business experience of each director and nominee. The nominees for election as directors at the Annual Meeting are described below. The Board, upon the recommendation of the Nominating and Corporate Governance Committee, has nominated each of the candidates for election. The Board expects that each of the nominees will be available for election as a director. However, if by reason of an unexpected occurrence, one or more of the nominees is not available for election, the persons named in the form of proxy have advised that they will vote for such substitute nominees as the Board may nominate. In the event that, in an uncontested election, any incumbent director does not receive a majority of the votes cast in his or her favor, such director will promptly tender his resignation to the Board. Following consideration of the recommendation of the Nominating and Corporate Governance Committee, the Board will decide whether to accept or reject the tendered resignation or whether other action will be taken. The Board will disclose its explanation within 90 days after the publication of the Board election results. The Nominating and Corporate Governance Committee and the Board may consider any factor deemed appropriate in deciding whether to accept or reject the tendered resignation. The Board unanimously recommends a vote “FOR” the election of each of the nominees for directors.
PROPOSAL 1-ELECTION OF DIRECTORS
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DIRECTORS AND DIRECTOR NOMINEES
DIRECTORS AND DIRECTOR NOMINEES
NOMINEES FOR ELECTION AT THE ANNUAL MEETING
NOMINEES FOR ELECTION AT THE ANNUAL MEETING
NOMINEES FOR ELECTION AT THE ANNUAL MEETING
| Director | Age | Tenure | Committee Service | | Alissa Ahlman | 53 | 2020-present | Compensation Committee, Nominating and Corporate Governance Committee | | Mary Baglivo | 67 | 2023-present | Compensation Committee, Nominating and Corporate Governance Committee | | Robert Fisch | 75 | 2015-present | Compensation Committee, Nominating and Corporate Governance Committee | | Stanley Fleishman | 73 | 2013-present | Audit Committee, Nominating and Corporate Governance Committee (Chair) | | Thomas Hendrickson | 70 | 2015-present | Audit Committee (Chair), Nominating and Corporate Governance Committee | | Abid Rizvi | 49 | 2022-present | Audit Committee, Nominating and Corporate Governance Committee | | John Swygert | 56 | 2019-present | None | | Eric van der Valk | 55 | 2025-present | None | | Stephen White | 70 | 2016-present | Audit Committee, Nominating and Corporate Governance Committee | | Richard Zannino | 66 | 2012-present | Compensation Committee (Chair), Nominating and Corporate Governance Committee |
NOMINEES FOR ELECTION AT THE ANNUAL MEETING
Alissa Ahlman has served as a director since May 2020. Ms. Ahlman was most recently the Chief Merchandising Officer of the Home Segment of the Franchise Group, Inc., from December of 2022 through November of 2024, where she oversaw merchandising, planning, allocation, and supply chain for American Freight. Prior to joining the Franchise Group, Ms. Ahlman served as Chief Merchandising Officer and Chief Design Officer for At Home Group, Inc. (“At Home”), a high growth, national big-box retailer specializing in home décor, furniture, and seasonal products. Ms. Ahlman joined At Home’s predecessor, Garden Ridge, in March 2008, prior to its rebranding to At Home in 2014. Ms. Ahlman was responsible for the merchandise transformation at At Home and was part of the executive leadership team that rebranded Garden Ridge to At Home, including its initial public offering in 2016. Ms. Ahlman held various roles in merchandising and merchandise planning until her retirement from At Home in December 2018. Before joining At Home, Ms. Ahlman served in merchandising roles at 99 Cents Only Stores LLC and Factory 2-U Stores, Inc. Ms. Ahlman’s retail, merchandising, marketing, and business experience qualify her to serve on our Board. Mary Baglivo has served as a director since November 2023. Ms. Baglivo currently serves as the Chief Executive Officer of the Baglivo Group, a strategy consulting company. Ms. Baglivo has held Chief Marketing Officer roles at several universities, including Pace University, from 2020 to 2023, Rutgers University, from 2017 to 2018, and Northwestern University, from 2013 to 2017. Ms. Baglivo previously served as Chair and Chief Executive Officer for the Americas at Saatchi & Saatchi Worldwide from 2008 to 2013, and Chief Executive Officer for New York at Saatchi & Saatchi from 2004 to 2008. Prior to joining Saatchi & Saatchi, she was President of Arnold Worldwide from 2002 to 2004 and Chief Executive Officer of Panoramic Communications from 2001 to 2002. Ms. Baglivo currently serves as a director of Host Hotels and Resorts (Nasdaq: HST) and Urban Edge Properties (NYSE: UE). Ms. Baglivo previously served as a director of Ruth’s Hospitality Group (Nasdaq: RUTH) until July 2023 and PVH Corp (NYSE: PVH) until June 2021. Ms. Baglivo’s strategic thinking, marketing, advertising, and executive experience, and trusted board service qualifies her to serve as one of our directors. Robert Fisch has served as a director since September 2015. Since January 2017, Mr. Fisch has been the President of RNF Group, a consulting company focused on the assessment and evaluation of retail and other business enterprises, as well as providing mentoring services to existing management of these companies. Mr. Fisch is a featured ForbesBooks author, publishing his most recent book “Get A Life – A Roadmap to Rule the World” in January 2023, in addition to “FischTales: The Making of a Millennial Baby Boomer”, published in 2019. In September 2020,
NOMINEES FOR ELECTION AT THE ANNUAL MEETING
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NOMINEES FOR ELECTION AT THE ANNUAL MEETING
Mr. Fisch joined the Fashion Institute of Technology (“FIT”) Board of Directors. Mr. Fisch has launched with FIT the Bob Fisch Graduate Student Award Program in addition to being a speaker and mentor to its students. He also served as the President, Chief Executive Officer, and Chairman of the Board of Directors of rue21, inc. (Nasdaq: RUE), a large specialty apparel retailer, from June 2001 until October 2016. Mr. Fisch served as a member of the Board of Directors of The Children’s Place, Inc. (Nasdaq: PLCE) from June 2004 until March 2013. From February 1987 to December 1999, he served as the President of Casual Corner Group, Inc. Mr. Fisch’s strategic business acumen and operational experience as a chief executive officer as well as a corporate director of publicly traded retail companies qualify him to serve as one of our directors. Stanley Fleishman has served as a director since March 2013. Since 2017, Mr. Fleishman has been the Executive Chairman of the Jetro/Restaurant Depot Group (“JRD”), a nationwide wholesale cash and carry food service distributor, prior to which he was its Chief Executive Officer since 1992, and prior to that he served as its Chief Financial Officer. Prior to joining JRD, Mr. Fleishman was the Chief Executive Officer of Dion Stores, a South African retail chain, from 1982 to 1985. Mr. Fleishman holds an M.B.A. from the Wharton School of the University of Pennsylvania, and undergraduate degrees in business and accounting. Mr. Fleishman’s broad management expertise and his operational and financial knowledge of the wholesale and retail industries qualify him to serve as one of our directors. Thomas Hendrickson has served as a director since March 2015. Mr. Hendrickson was the Executive Vice President, Chief Financial Officer, Chief Administrative Officer and Treasurer for Sports Authority Inc., a sporting goods retailer, from August 2003 until his retirement in February 2014. Prior to joining Sports Authority Inc., Mr. Hendrickson was the Executive Vice President, Chief Financial Officer, and Chief Administrative Officer for Gart Sports Company from January 1998 until the time of its merger with Sports Authority Inc. in August 2003. Mr. Hendrickson is currently the lead independent director and the chairman of the audit committee of the Board of Directors of O’Reilly Automotive, Inc. (Nasdaq: ORLY). Mr. Hendrickson also served as a director and the chairman of the audit committee of the Board of Directors of Snap One Holdings Corporation (Nasdaq: SNPO) until May of 2024, when the company was acquired by Resideo Technologies, Inc. Mr. Hendrickson’s financial, accounting, acquisition, and business experience qualify him to serve as one of our directors. Abid Rizvi has served as a director since November 2022. Mr. Rizvi currently serves as the Chief Executive Officer of AriZona Beverages. He joined the company in 2016 and held various leadership positions of increasing authority before being appointed Chief Executive Officer in 2020. Mr. Rizvi also brings over 20 years of experience in consumer investment banking, having served as Managing Director and Head of Consumer and Retail Mergers & Acquisitions at RBC Capital Markets, LLC, from 2014 to 2016, and the Americas Head of Consumer and Head of Consumer and Retail Mergers & Acquisitions at Jefferies, LLC from 2010 to 2014. Mr. Rizvi began his investment banking career at Merrill Lynch & Co. where he rose to the position of Managing Director. He has extensive experience in business and financial operations, mergers and acquisitions, and accounting. Mr. Rizvi earned an MBA from MIT’s Sloan School of Management and a Bachelor of Science degree from MIT. Mr. Rizvi’s experience in finance, business leadership and operations, and banking qualify him to serve as one of our directors. John Swygert has been our Executive Chairman since February 2, 2025. Before becoming our Executive Chairman, Mr. Swygert served as our Chief Executive Officer since June of 2024, President and Chief Executive Officer from December 2019 to June 2024, Executive Vice President and Chief Operating Officer from January 2018 to December 2019, Executive Vice President and Chief Financial Officer from 2011 to 2019, and Chief Financial Officer from 2004 to 2011. Prior to joining Ollie’s, Mr. Swygert was the Executive Vice President and Chief Financial Officer at Factory 2-U Stores, Inc. Before that, he held several positions of increasing authority at Factory 2-U Stores, Inc. from 1992. Mr. Swygert also previously worked at PETCO Animal Supplies, Inc. in business development and financial analysis. Mr. Swygert served on the Board of Directors of Truck Hero Holdings, Inc., a privately held company, from 2018 through January 2021. Since July 2021, he has served on the Board of Directors and the Audit Committee of Hillman Solutions Corp. (Nasdaq: HLMN). Mr. Swygert’s extensive industry, company, financial, business, and operational experience acquired from having served as our own President, Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer, and in other various positions prior to joining Ollie’s, qualify him to serve as our Executive Chairman as well as one of our directors. Eric van der Valk has been our President and Chief Executive Officer since February 2, 2025. Before that, he had served as our President since June of 2024, and before that, as our Executive Vice President and Chief
NOMINEES FOR ELECTION AT THE ANNUAL MEETING
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NOMINEES FOR ELECTION AT THE ANNUAL MEETING
Operating Officer since joining Ollie’s in May of 2021. Prior to joining Ollie’s, Mr. van der Valk served as President and Chief Operating Officer of Christmas Tree Shops (“CTS”), a discount retailer specializing in seasonal, home decor, consumables, and closeout merchandise. After joining CTS in 2005, shortly after it was purchased by Bed Bath and Beyond, Mr. van der Valk assumed roles of increasing responsibility, leading to his appointment to Chief Operating Officer in 2018 and President and Chief Operating Officer in 2019. Prior to CTS, Mr. van der Valk held various financial and merchandising roles at May Department Stores, Filene’s, and Robinsons-May divisions including Vice President Planning, and Divisional Controller from 1998 to 2005. Prior to this, Mr. van der Valk served as head of store operations for KB Toys. Mr. van der Valk also serves on the Board of Directors of Brightmore Brands, the largest privately held for-profit thrift store chain in North America. Mr. van der Valk’s extensive industry, company, operational, financial, and board experience acquired from having served as our own President, Chief Executive Officer, Executive Vice President, and Chief Operating Officer, and, prior to that, serving in executive and board roles at various retailers, qualify him to serve as one of our directors. Stephen White has served as a director since July 2016. Mr. White was the Chief Logistics Officer at Dollar Tree, Inc. (Nasdaq: DLTR) (“Dollar Tree”) from April 2003 until his retirement in May 2016. Mr. White first joined Dollar Tree in 1994 and was responsible for building the logistics division during his tenure with the company. Prior to joining Dollar Tree, Mr. White served as Director of Transportation and Administration and held various other distribution and transportation positions of increasing authority at Ames Department Stores from 1986 to 1994. Before that, Mr. White held several transportation and supply chain positions with a number of companies, including LyphoMed Pharmaceuticals, Eastern Airlines, Incom International, and Shell Oil Company (NYSE: SHEL). Mr. White also consults in the field of global logistics on a part-time basis. Mr. White holds a Bachelor of Science in Business Administration with dual majors in Transportation and Distribution Management, and Finance and Insurance from Northeastern University. Mr. White’s extensive experience in logistics, business, operations, and financial matters qualify him to serve as one of our directors. Richard Zannino is our Lead Independent Director and has served as a director since September 2012. Mr. Zannino is a Managing Director of CCMP and a member of CCMP’s Investment Committee. Prior to joining CCMP in 2009, Mr. Zannino was Chief Executive Officer and a member of the Board of Directors of Dow Jones & Company (“Dow Jones”). Mr. Zannino joined Dow Jones as Executive Vice President and Chief Financial Officer in February 2001 and was promoted to Chief Operating Officer in July 2002 and to Chief Executive Officer and Director in February 2006. Prior to joining Dow Jones, Mr. Zannino was Executive Vice President in charge of strategy, finance, mergers and acquisitions, technology, and a number of operating units at Liz Claiborne. He originally joined Liz Claiborne in 1998 as Chief Financial Officer. Mr. Zannino is a Vice Chairman of the Pace University Board of Trustees. He also serves on the Boards of Directors of Estee Lauder Companies Inc. (NYSE: EL) and IAC/InterActiveCorp. (Nasdaq: IAC). Mr. Zannino’s extensive business and leadership experience, strong finance and management background in the retail industry, and his wide-ranging experience investing in and serving as a director for a diverse group of private and public companies qualify him to serve as our lead independent director and one of our directors. To be elected, each of our nominees must receive the affirmative vote of the holders of a majority of the votes cast with respect to such nominee at the Annual Meeting.
NOMINEES FOR ELECTION AT THE ANNUAL MEETING
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COMPENSATION OF NON-EMPLOYEE DIRECTORS AND
COMPENSATION OF NON-EMPLOYEE DIRECTORS AND
Director Compensation for Fiscal 2024
Director Compensation for Fiscal 2024 The following table sets forth the information concerning all compensation paid by the Company during Fiscal 2024 to our non-employee directors.
Director Compensation
Director Compensation
Director Compensation
| Name(1) | Fees earned or paid in cash ($) | Stock awards ($)(2) | Total ($) | | Alissa Ahlman | 90,000 | 125,003 | 215,003 | | Mary Baglivo | 80,000 | 125,003 | 205,003 | | Robert Fisch | 90,000 | 125,003 | 215,003 | | Stanley Fleishman | 93,750(3) | 125,003 | 218,753 | | Thomas Hendrickson | 105,000 | 125,003 | 230,003 | | Abid Rizvi | 93,750(3) | 125,003 | 218,753 | | Stephen White | 93,750(3) | 125,003 | 218,753 | | Richard Zannino | 100,000 | 125,003 | 225,003 |
Director Compensation
| (1) Although John Swygert, the Company’s Executive Chairman and former Chief Executive Officer, is a member of the Board and was a member of the Board during Fiscal 2024, he does not receive any additional compensation for his service as a member of the Board and therefore is not included in this table. The Fiscal 2024 compensation received by Mr. Swygert, in his capacity as Chief Executive Officer is included in the Summary Compensation Table elsewhere in this Proxy Statement. Mr. van der Valk, the Company’s President and Chief Executive Officer, was appointed to the Board in connection with his transition to those roles in February 2025 but will not receive any additional compensation for his service as a member of the Board. |
Director Compensation
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Director Compensation
| (2) Represents the aggregate grant date fair value for RSU awards granted in Fiscal 2024, determined in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 Compensation - Stock Compensation excluding the effect of estimated forfeitures. For RSU awards, the grant date fair value was calculated by multiplying the closing price of the underlying shares on the grant date by the number of RSUs granted. As of February 1, 2025, our directors held the following number of options and RSUs, respectively: Ms. Ahlman – 0 and 1,684; Ms. Baglivo – 0 and 1,684; Mr. Fisch – 6,250 and 1,684; Mr. Fleishman – 0 and 1,684; Mr. Hendrickson –0 and 1,684; Mr. Rizvi – 0 and 1,684; Mr. White – 0 and 1,684; and Mr. Zannino – 0 and 1,684. Each equity award was granted in connection with the director’s Board service. |
Director Compensation
| (3) During its June 1, 2023 regular meeting, the Compensation Committee approved a $2,500 increase (from $10,000 to $12,500) of the annual cash retainer for the three members of the Audit Committee, Messrs. Fleishman, Rizvi, and White, effective immediately. The Fiscal 2024 annual cash retainer amount for each of Messrs. Fleishman, Rizvi, and White reflects an additional $1,250 to compensate the audit committee members for two meetings in Fiscal 2023, after the cash retainer increase was effective but before this increase was implemented. |
Director Compensation
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Executive Summary
Executive Summary In Fiscal 2024, we compensated our NEOs through a combination of base salary, annual cash incentive bonuses, and grants of stock options and RSUs pursuant to our 2015 Equity Incentive Plan (the “2015 Plan”). Executive officers are also eligible to receive certain benefits, which include the ability to participate in our safe harbor 401(k) Plan with matching contributions, automobile allowances, group term life insurance, and group health insurance, including medical, dental, and vision insurance.
Fiscal 2024 Compensation Summary
Fiscal 2024 Compensation Summary Our compensation program for our NEOs is driven by the need to recruit, develop, motivate, and retain top talent both in the short- and long-term and align the interests of NEOs and stockholders. Base Salaries: As discussed below under “Elements of our Executive Compensation and Benefits Programs- Base Salary,” all of our NEOs received base salary increases in Fiscal 2024. Annual Incentive Program For participants in the annual incentive bonus plan (the “Incentive Bonus Plan”), the annual incentive bonus is based on the salary of the individual, and a sliding scale that is consistent with their position with the Company or as is set out in their respective employment agreements. Our Incentive Bonus Plan is based on the level of
Fiscal 2024 Compensation Summary
Company performance against a target that is approved by the Board on an annual basis, based on a target Adjusted EBITDA (the “Target Adjusted EBITDA”). In the event that the Company does not exceed a threshold of 85% of the Target Adjusted EBITDA, no bonus is paid. The maximum bonus is payable upon achievement of over 115% of Target Adjusted EBITDA. Between 85.01% and 115% of Target Adjusted EBITDA, payouts are calculated based on linear interpolation between these amounts. For Fiscal 2024, our Adjusted EBITDA of $312.7 million was approximately 102.1% of the Target Adjusted EBITDA of $306.2 million, resulting in payouts for our NEOs of 128.6% of their Target Bonuses. For a discussion of how we calculate Target Adjusted EBITDA and our NEOs’ payouts for the 2024 Incentive Bonus Plan, see “Elements of Our Executive Compensation and Benefits Programs” – “Annual Incentive Compensation,” below. Long-Term Incentive Program For Fiscal 2024, we granted long-term equity awards to our NEOs in the form of stock options and RSUs. The stock options and RSUs have an equal annual ratable vesting over four years, subject to the NEO providing continued services through each applicable vesting date and otherwise in accordance with the 2015 Plan and award agreements. See “Elements of our Executive Compensation and Benefits Program” − “Long-Term Equity Incentive Compensation,” below.
Compensation Practices
| What we do | | What we don’t do | | ☑ | Majority of compensation is incentive-based and at risk because it is tied to Company performanceX | No guaranteed incentive payments | | ☑ | Engage independent compensation consultantsX | No 280G excise tax gross-ups | | ☑ | Engage in peer group benchmarkingX | No pension plans | | ☑ | Exercise due diligence in setting compensation targets and goalsX | No option repricing | | ☑ | Periodically assess the compensation policies and programs to ensure that they are not reasonably likely to incentivize associate behavior that would result in any material adverse risks to the CompanyX | Perquisites are not a substantial portion of our NEO pay packages | | ☑ | Provide reasonable severance protection in our employment agreements, with double trigger protections upon a change in controlX | No hedging or pledging of company stock permitted by directors or any Company associates | | ☑ | Double trigger change-in-control paymentsX | No single trigger change in control arrangement | | ☑ | Clawback of equity compensation in the event of a restatement pursuant to the Company’s Policy for Recoupment of Incentive Compensation (attached as Exhibit 97 to our Annual Report on Form 10-K, as amended, for Fiscal 2024) | | | ☑ | Executive Stock Ownership Guidelines Policy | |
Role of the Compensation Committee, Management and Compensation Consultant
Role of the Compensation Committee, Management and Compensation Consultant Compensation Committee Our Board has delegated administration of our executive compensation program to the Compensation Committee, which, among other matters, reviews the performance of our NEOs and makes determinations and decisions on their compensation programs, including the components, mix, and targeted amounts. In evaluating and making determinations about the Company’s compensation policies and programs, the Compensation Committee considers, among other matters, operational performance, the Company’s risk profile, recommendations and
Role of the Compensation Committee, Management and Compensation Consultant
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Role of the Compensation Committee, Management and Compensation Consultant
advice of the Committee’s independent compensation consultant, compensation levels among our peers, and the results of the most recent “say-on-pay” vote of our stockholders. As described in more detail in this Proxy Statement under “Corporate Governance Matters - Committees of the Board, Compensation Committee,” the Compensation Committee operates under a written charter, which the Compensation Committee and the Board review periodically and update as necessary, which, among other items, sets out its roles and responsibilities regarding executive compensation. All members of the Compensation Committee meet all applicable independence standards under the SEC’s and Nasdaq’s corporate governance standards. Management The President and Chief Executive Officer provides input as to all other NEOs’ performance and recommends compensation adjustments for all executives other than himself. Ultimately, all decisions regarding NEO compensation are made by the Compensation Committee at the direction of our Board. Independent Compensation Consultant To assist the Compensation Committee in performing its duties, the Compensation Committee has the authority to engage outside consulting firms. Our Compensation Committee has engaged Pearl Meyer as its independent compensation consultant to advise on director and executive officer compensation. In Fiscal 2024, Pearl Meyer assisted the Compensation Committee regarding executive compensation matters. The Compensation Committee has the sole discretion to engage, retain, obtain the advice of, terminate, and to determine the funding for the compensation consultant, and is directly responsible for the appointment, compensation, and oversight of the compensation consultant’s work. The Compensation Committee has examined the independence of Pearl Meyer under the factors contained in the SEC rules and Nasdaq listing standards and determined that Pearl Meyer is independent and concluded that Pearl Meyer’s work for the Committee does not raise any conflict of interest.
Compensation Philosophy
The Compensation Committee has reviewed the competitiveness of compensation provided to our NEOs and does not target a specific market level for the competitiveness of any individual element of compensation, or for the program as a whole. However, the Compensation Committee considers target compensation at levels that are competitive with our peer group and other retail comparators.
2024 Peer Group
2024 Peer Group The Compensation Committee, in consultation with Pearl Meyer and inviting input from management as appropriate under the circumstances, annually reviews the composition of the peer group used as a reference for executive compensation decisions to ensure that the companies included are comparable in terms of business, revenues, market capitalization, growth profile, geographic footprint, number of associates, and number of brick-and-mortar stores.
2024 Peer Group
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2024 Peer Group
The following companies were in the peer group used to inform Fiscal 2024 compensation decisions from the beginning of Fiscal 2024 until August 28, 2024:
2024 Peer Group
| Big Lots, Inc. | Floor & Décor Holdings, Inc. | | Boot Barn Holdings, Inc. | Grocery Outlet, Inc. | | Burlington Stores, Inc. | Haverty Furniture Companies, Inc. | | Conn’s, Inc. | Leslie’s, Inc. | | Decker’s Outdoor Corp. | LL Flooring, Inc. | | Designer Brands Inc. | Sleep Number Corporation | | Dollarama Inc. | Sportsman’s Warehouse | | Five Below, Inc. | Weis Markets, Inc. |
2024 Peer Group
Effective August 28, 2024, the Compensation Committee, in consultation with Pearl Meyer and with the input of management, approved this updated peer group to be used to inform compensation decisions for the remainder of Fiscal 2024:
2024 Peer Group
| Academy Sports and Outdoors, Inc. | Floor & Décor Holdings, Inc. | | Bath & Body Works, Inc. | Grocery Outlet, Inc. | | Boot Barn Holdings, Inc. | Haverty Furniture Companies, Inc. | | The Buckle, Inc. | Leslie’s, Inc. | | Burlington Stores, Inc. | Sleep Number Corporation | | Deckers Outdoor Corporation | Sprouts Farmers Market, Inc. | | Dollarama Inc. | Ulta Beauty, Inc. | | Five Below, Inc. | Weis Markets, Inc. |
2024 Peer Group
Consistent with prior years, the Compensation Committee considered a number of criteria in determining our current peer group, including without limitation the following: (a) industry focus, favoring discount retailers and retailers with similar customers and products; (b) annual revenues within identified metrics of our trailing 12 month revenue; (c) market capitalization within certain parameters of our current and 6-month average market capitalization; and (d) revenue growth, excluding certain retailers previously included in the peer group with negative growth. Additionally, at our last annual stockholders meeting, over 94% of votes cast by our stockholders were in favor of our “say-on-pay” proposal, which evidences strong support for our executive compensation program. The Compensation Committee considers results of the “say-on-pay” vote when determining the Company’s executive compensation program.
2024 Peer Group
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Annual Incentive Compensation
Annual Incentive Compensation In March 2024, the Compensation Committee approved the performance targets and potential annual incentive payouts for our NEOs for Fiscal 2024 under our Incentive Bonus Plan. The Compensation Committee determined that, consistent with prior years, a main business objective to incentivize our management was to focus on increasing our Adjusted EBITDA, which was used as the performance metric for the Incentive Bonus Plan for our NEOs. To calculate payouts under the Incentive Bonus Plan, the Company’s Adjusted EBITDA is assessed relative to performance targets (see targets for Fiscal 2024 provided below). During Fiscal 2024, bonus payouts range from 0% of the NEO’s base salary if threshold performance (at or below 85% of the Target Adjusted EBITDA) is not exceeded, to 250% of the NEO’s base salary for Mr. Swygert, 150% of the NEO’s base salary for Mr. van der Valk, and 100% of the NEO’s base salary for each other NEO if maximum performance (over 115% of the Target Adjusted EBITDA) is achieved. Once the performance threshold is met (85.01% of the Target Adjusted EBITDA), payouts are interpolated on a straight-line basis from 0% of the NEO’s base salary to the applicable NEO’s maximum percentage of base salary for performance levels between threshold performance, and target payouts, and maximum performance with target performance midway between threshold performance and maximum performance. The level of performance required to achieve maximum payout under the Incentive Bonus Plan was determined by the Compensation Committee to be reflective of truly outstanding performance. We define EBITDA as net income before net interest income or expense, depreciation and amortization expenses, and income taxes. We define Adjusted EBITDA as EBITDA adjusted for the non-cash items of stock-based compensation expense and gains on insurance settlements. EBITDA and Adjusted EBITDA are non-GAAP measures and may not be comparable to similar measures reported by other companies. For a discussion of these non-GAAP measures, including a reconciliation to the nearest GAAP measures, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations - EBITDA and Adjusted EBITDA” on page 44 of our Annual Report on Form 10-K, for Fiscal 2024.
Annual Incentive Compensation
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Annual Incentive Compensation
The targets and potential payouts under the Fiscal 2024 Incentive Bonus Plan for each NEO, as well as the resulting payouts to our NEOs under the Incentive Bonus Plan based on achievement of $312.7 million Adjusted EBITDA or approximately 102.1% of the Target Adjusted EBITDA of $306.2 million, are set forth below. During Fiscal 2024, based on a review of peer group data provided by Pearl Meyer, as well as Company performance and individual performance, the Compensation Committee approved the threshold bonus payouts of the Company’s NEOs as set forth below:
Annual Incentive Compensation
| Executive | Threshold Payout (% of Base) | Target Payout (% of Base) | Maximum Payout (% of Base) | Resulting Payout ($) | | John Swygert(1) | 0% | 125% | 250% | 1,390,369 | | Robert Helm | 0% | 50% | 100% | 279,125 | | Eric van der Valk | 0% | 75% | 150% | 488,201 | | Chris Zender | 0% | 50% | 100% | 166,820(2) | | Kevin McLain | 0% | 50% | 100% | 202,596 |
Annual Incentive Compensation
| (1) The Compensation Committee approved a change to John Swygert’s Target Payout from 100% of base salary to 125% of base salary, and a change to his Maximum Payout from 200% to 250% of base salary, for Fiscal 2024. Mr. Swygert was the only executive officer not to receive an increase in base salary during Fiscal 2023, and due in part to Mr. Swygert’s lower base pay in relation to peers, and based on a review of peer group data provided by Pearl Meyer, the Compensation Committee approved this change to further align Mr. Swygert’s compensation with increasing stockholder value. There were no changes made to the payout thresholds of the other NEOs. |
Annual Incentive Compensation
| (2) Mr. Zender’s 2024 bonus payout was prorated for the amount of time he was employed during Fiscal 2024. |
Long-Term Equity Incentive Compensation
Long-Term Equity Incentive Compensation Equity awards under the 2015 Plan are a vital piece of our total compensation package. Equity awards are intended to compensate NEOs for sustained long-term performance, align the interests of our NEOs and stockholders, and encourage retention through multi-year vesting schedules. Long-term equity incentive awards may take a variety of forms. In Fiscal 2024, we granted RSUs and stock options to our NEOs. Levels, mix, and frequency of equity awards are determined by the Compensation Committee and are designed to reflect each recipient’s level of responsibility and performance. RSUs and stock options both vest ratably over four years, subject to the NEO providing continued services through each applicable vesting date, and otherwise in accordance with the applicable Equity Plan and award agreements.
Fiscal 2024 Grants
Fiscal 2024 Grants Our long-term equity incentive program for Fiscal 2024 was designed to generally award to our NEOs 50% of long-term equity value in RSUs and 50% in stock options. We believe awarding a significant percentage of pay in the form of long-term equity fosters retention and demonstrates strong alignment between executive and stockholder interests. Grant values are determined in accordance with our philosophy of providing competitive total compensation, with a heavier emphasis on variable long-term pay. Stock options and RSUs granted to our NEOs are reflected below in the table entitled “Fiscal Year 2024 Grants of Plan Based Awards”. Restricted Stock Units RSUs directly align NEOs’ and stockholders’ interests over a longer-term period and are a vital retention component of our compensation program. RSUs have annual ratable vesting over four years, subject to the NEO providing continued services through each applicable vesting date and otherwise in accordance with the applicable Equity Plan and award agreement. See also “Fiscal 2024 Compensation Summary – Long-Term Incentive Program” above. Stock Options Stock options have traditionally been granted as a component of our long-term incentive program and continue to be a valuable vehicle designed to align NEOs’ and stockholders’ interests over a longer-term period. Stock options are granted with an exercise price equal to the closing price of our stock on the date of the award grant. Stock options
Fiscal 2024 Grants
only have value once they vest and only to the extent that our stock price is greater than the stock options’ exercise price. Stock options have annual ratable vesting over four years, subject to the NEO providing continued services through each applicable vesting date and otherwise in accordance with the applicable Equity Plan and award agreement.
Equity Grant Practices
Equity Grant Practices The Compensation Committee generally grants options annually to executives during its first scheduled meeting of the applicable fiscal year. Throughout the year, option awards may be made to new executive hires or in connection with promotions or other changes in employment at the executive level. The Compensation Committee does not grant equity-based awards in anticipation of the release of material nonpublic information and does not time the disclosure of material nonpublic information for purposes of affecting the value of executive compensation. In addition, during Fiscal 2024, we did not grant options to any NEO during the four business days prior to or the one business day following the filing of a periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of a Form 8-K that discloses material nonpublic information.
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE The following table sets forth certain information for Fiscal 2024, Fiscal 2023, and Fiscal 2022 concerning the total compensation awarded to, earned by, or paid to, our NEOs.
SUMMARY COMPENSATION TABLE
| Name and Principal Position as of the last day of Fiscal 2024 | Fiscal Year | Salary ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | John Swygert Chief Executive Officer | 2024 | 972,692 | 1,749,972 | 1,749,987 | 1,390,369 | 42,139 | 5,905,159 | | | 2023 | 934,615 | 1,600,016 | 1,599,994 | 1,193,906 | 19,014 | 5,347,545 | | | 2022 | 900,000 | 1,599,980 | 1,599,991 | — | 17,466 | 4,117,437 | | Robert Helm Executive Vice President, Chief Financial Officer | 2024 | 488,462 | 375,010 | 374,983 | 279,125 | 31,284 | 1,548,864 | | | 2023 | 475,385 | 299,989 | 300,010 | 303,748 | 123,452 | 1,502,584 | | | 2022 | 121,154 | 324,978 | 325,007 | — | 9,062 | 780,201 | | Eric van der Valk President | 2024 | 569,231 | 549,970 | 550,017 | 488,201 | 35,832 | 2,193,251 | | | 2023 | 557,308 | 449,983 | 450,000 | 534,491 | 16,823 | 2,008,605 | | | 2022 | 480,769 | 871,931 | 371,909 | — | 16,668 | 1,741,277 | | Chris Zender(4) Executive Vice President, Chief Operating Officer | 2024 | 292,308 | 300,016 | 300,025 | 166,820 | 126,002 | 1,185,171 | | | 2023 | — | — | — | — | — | — | | | 2022 | — | — | — | — | — | — | | Kevin McLain Senior Vice President, General Merchandise Manager | 2024 | 353,077 | 250,007 | 250,015 | 202,596 | 26,040 | 1,081,735 | | | 2023 | 355,962 | 250,010 | 249,994 | 228,384 | 18,230 | 1,102,580 | | | 2022 | 304,423 | 262,501 | 262,494 | — | 16,372 | 845,790 |
SUMMARY COMPENSATION TABLE
| (1) Represents the aggregate grant date fair value of the RSUs and option awards, computed in accordance with ASC Topic 718 excluding the effect of estimated forfeitures. These values have been determined based on the assumptions set forth in Note 9 to our audited consolidated financial statements included in our Annual Report on Form 10-K for Fiscal 2024, Note 9 to our audited consolidated financial statements included in our Annual Report on Form 10-K for Fiscal 2023 and Note 9 to our audited consolidated financial statements included in our Annual Report on Form 10-K for Fiscal 2022, as applicable. The actual value of option awards, if any, which may be realized will depend on the excess of the stock price over the exercise price on the date any such options are exercised. For RSU awards, the grant date fair value was calculated by multiplying the closing price of the underlying shares on the grant date by the number of RSUs granted. |
SUMMARY COMPENSATION TABLE
| (2) The amounts reported in this column represent the actual amounts paid under the Incentive Bonus Plan pursuant to the achievement of the Target Adjusted EBITDA in Fiscal 2024 and Fiscal 2023. See “Elements of Our Executive Compensation and Benefits Programs – Annual Incentive Compensation,” above. None of our NEOs received annual incentive payments with respect to Fiscal 2022. |
SUMMARY COMPENSATION TABLE
| (3) All other compensation consists of automobile allowances, group term life insurance, 401(k) matching contributions, and other compensation as set forth in the table below. |
SUMMARY COMPENSATION TABLE
| | Automobile allowance ($) | Group term life insurance ($) | 401(k) matching contributions ($) | Other ($) | Total ($) | | John Swygert | 12,000 | 1,806 | 28,333 | — | 42,139 | | Robert Helm | 12,000 | 630 | 18,654 | — | 31,284 | | Eric van der Valk | 12,000 | 1,063 | 22,769 | — | 35,832 | | Chris Zender | 7,385 | 1,748 | 6,577 | 110,292(1) | 126,002 | | Kevin McLain | 10,000 | 1,917 | 14,123 | — | 26,040 |
SUMMARY COMPENSATION TABLE
| (1) Amount represents $100,000 relocation allowance and $10,292 temporary housing allowance paid to Chris Zender. |
SUMMARY COMPENSATION TABLE
| (4) No amounts are reported in this table for Mr. Zender for Fiscal 2023 and Fiscal 2022 because Mr. Zender was not a named executive officer for those fiscal years. Mr. Zender commenced employment with us on June 17, 2024. |
SUMMARY COMPENSATION TABLE
| 34 2025 PROXY STATEMENT | |
Fiscal Year 2024 Grants of Plan Based Awards
Fiscal Year 2024 Grants of Plan Based Awards During Fiscal 2024, our NEOs were awarded the following:
Grants of Plan-Based Awards
Grants of Plan-Based Awards
Grants of Plan-Based Awards
| | | | Estimated future payouts under non-equity incentive plan awards(1) | | | All other stock awards: Number of shares of stock or units (#)(2) | All other option awards: Number of securities underlying options (#)(3) | Exercise or base price of option awards ($/Sh)(4) | Grant date fair value of stock and option awards ($)(5) | | Name | Approval date | Grant date | Threshold ($) | Target ($) | Maximum ($) | | | | | | John Swygert | 3/12/2024 | 4/1/2024 | — | 1,215,865 | 1,945,384 | 23,575 | 45,231 | 74.23 | 3,499,959 | | Robert Helm | 3/12/2024 | 4/1/2024 | — | 244,231 | 488,462 | 5,052 | 9,692 | 74.23 | 749,993 | | Eric van der Valk | 3/12/2024 | 4/1/2024 | — | 426,923 | 853,846 | 7,409 | 14,216 | 74.23 | 1,099,987 | | Chris Zender | 5/30/2024 | 7/29/2024 | — | 146,154 | 292,308 | 3,032 | 5,853 | 98.95 | 600,041 | | Kevin McLain | 3/12/2024 | 4/1/2024 | — | 176,538 | 353,077 | 3,368 | 6,462 | 74.23 | 500,021 |
Grants of Plan-Based Awards
| (1) The amounts reflect the threshold, target, and maximum amounts payable under the Incentive Bonus Plan. See “Elements of Our Executive Compensation and Benefits Programs – Annual Incentive Compensation” above. The actual amounts paid under the Incentive Bonus Plan are reflected in the Summary Compensation Table under “Non-Equity Incentive Plan Compensation.” |
Grants of Plan-Based Awards
| (2) Represents RSUs granted to our NEOs in Fiscal 2024. These RSUs will vest ratably at a rate of 25% per year on each annual anniversary date of the grant until fully vested, subject to the NEO providing continued services through the applicable vesting date. Any unvested RSUs are forfeited upon a termination of employment for any reason, but note that vesting acceleration may occur in connection with a termination of employment under certain circumstances. See, for example, “Potential Payments Upon Termination of Employment or Change in Control” below. |
Grants of Plan-Based Awards
| (3) Represents stock options granted to our NEOs in Fiscal 2024. These options will vest ratably at a rate of 25% per year on each annual anniversary date of the grant until fully vested, subject to the NEO providing continued services through the applicable vesting date. Any unvested options are forfeited upon any termination of employment for any reason, but note that vesting acceleration may occur in connection with a termination of employment under certain circumstances. See, for example, “Potential Payments Upon Termination of Employment or Change in Control” below. |
Grants of Plan-Based Awards
| (4) The exercise price of the options is equal to the closing price of a share of the Company’s common stock on the grant date (or, if no closing price is reported on that date, the closing price on the immediately preceding date on which a closing price was reported). |
Grants of Plan-Based Awards
| (5) Amounts represent the fair value of the equity awards calculated on the grant date in accordance with ASC Topic 718 excluding the effect of estimated forfeitures. These values have been determined based on the assumptions set forth in Note 9 to our audited consolidated financial statements included in our Annual Report on Form 10-K for Fiscal 2024. For RSU awards, the grant date fair value was calculated by multiplying the closing price of the underlying shares of common stock on the grant date by the number of RSUs granted. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table sets forth certain information about outstanding equity awards held by our NEOs as of February 1, 2025.
Outstanding Equity Awards at Fiscal Year-End
| Outstanding Equity Awards at Fiscal Year-End | | | | | | | | | | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Number of securities underlying unexercised options (#)(1) (Exercisable) | Number of securities underlying unexercised options (#)(1) (Unexercisable) | Option exercise price ($)(2) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)(5) | | John Swygert | 3/20/2019 | 25,070 | — | 79.89 | 3/20/2029 | — | — | | | 12/10/2019 | 54,915 | — | 60.30 | 12/10/2029 | — | — | | | 3/22/2021 | 35,305 | 11,768 | 86.03 | 3/22/2031 | 4,649(3) | 518,410 | | | 3/25/2022 | 39,702 | 39,702 | 43.21 | 3/25/2032 | 18,514(3) | 2,064,496 | | | 3/23/2023 | 13,732 | 41,194 | 57.98 | 3/23/2033 | 20,697(3) | 2,307,922 | | | 4/1/2024 | — | 45,231 | 74.23 | 4/1/2034 | 23,575(3) | 2,628,848 | | Robert Helm | 10/17/2022 | — | 5,970 | 54.01 | 10/17/2032 | 3,008(3) | 335,422 | | | 3/23/2023 | — | 7,724 | 57.98 | 3/23/2033 | 3,880(3) | 432,659 | | | 4/1/2024 | — | 9,692 | 74.23 | 4/1/2034 | 5,052(3) | 563,349 |
Outstanding Equity Awards at Fiscal Year-End
| | 2025 PROXY STATEMENT 35 |
Outstanding Equity Awards at Fiscal Year-End
| Outstanding Equity Awards at Fiscal Year-End | | | | | | | | | | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Number of securities underlying unexercised options (#)(1) (Exercisable) | Number of securities underlying unexercised options (#)(1) (Unexercisable) | Option exercise price ($)(2) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)(5) | | Eric van der Valk | 5/3/2021 | 3,241 | 2,161 | 88.26 | 5/3/2031 | 850(3) | 94,784 | | | 3/25/2022 | 2,308 | 9,228 | 43.21 | 3/25/2032 | 4,303(3) | 479,828 | | | 6/6/2022 | — | — | — | — | 2,578(4) | 287,473 | | | 3/23/2023 | 1,931 | 11,586 | 57.98 | 3/23/2033 | 5,821(3) | 649,100 | | | 4/1/2024 | — | 14,216 | 74.23 | 4/1/2034 | 7,409(3) | 826,178 | | Chris Zender | 7/29/2024 | — | 5,853 | 98.95 | 7/29/2034 | 3,032(3) | 338,098 | | Kevin McLain | 3/20/2019 | 7,822 | — | 79.89 | 3/20/2029 | — | — | | | 3/22/2021 | 4,799 | 1,600 | 86.03 | 3/22/2031 | 632(3) | 70,474 | | | 3/25/2022 | — | 6,513 | 43.21 | 3/25/2032 | 3,037(3) | 338,656 | | | 3/23/2023 | — | 6,436 | 57.98 | 3/23/2033 | 3,234(3) | 360,623 | | | 4/1/2024 | — | 6,462 | 74.23 | 4/1/2034 | 3,368(3) | 375,566 |
Outstanding Equity Awards at Fiscal Year-End
| (1) Options vest at a rate of 25% per year on each annual anniversary date of the grant until fully vested, generally subject to the NEO providing continued services through the applicable vesting date and otherwise in accordance with the applicable Equity Plan and award agreement. |
Outstanding Equity Awards at Fiscal Year-End
| (2) The exercise price of the options is equal to the closing price of a share of the Company’s common stock on the grant date (or, if no closing price is reported on that date, the closing price on the immediately preceding date on which a closing price was reported). |
Outstanding Equity Awards at Fiscal Year-End
| (3) RSUs vest at a rate of 25% per year on each annual anniversary date of the grant until fully vested, generally subject to the NEO providing continued services through each applicable vesting date and otherwise in accordance with the applicable Equity Plan and award agreement. |
Outstanding Equity Awards at Fiscal Year-End
| (4) RSUs vested as to 50% on the first anniversary of the grant date and will vest ratably at a rate of 25% per year on each of the second and third anniversaries of the grant date until fully vested, generally subject to Mr. van der Valk providing continued services through each applicable vesting date and otherwise in accordance with the applicable Equity Plan and award agreement. |
Outstanding Equity Awards at Fiscal Year-End
| (5) Calculated based on $111.51, the closing price of the Company’s common stock on January 31, 2025, the last trading day of Fiscal 2024. |
Options Exercised and Stock Vested
Options Exercised and Stock Vested The following table sets forth all option exercises and restricted stock units vested for each of our NEOs during Fiscal 2024.
Option Exercises and Stock Vested
Option Exercises and Stock Vested
Option Exercises and Stock Vested
| | Option Awards(1) | | Stock Awards(2) | | | Name | Number of shares acquired on exercise (#) | Value realized on exercise ($) | Number of shares acquired on vesting (#) | Value realized on vesting ($) | | John Swygert | 85,286 | 5,501,892 | 20,806 | 1,637,421 | | Robert Helm | 5,560 | 173,306 | 2,799 | 243,194 | | Eric van der Valk | 12,093 | 424,879 | 7,520 | 605,174 | | Chris Zender | — | — | — | — | | Kevin McLain | 31,011 | 1,540,631 | 4,438 | 348,726 |
Option Exercises and Stock Vested
| (1) The amounts reported in this column reflect the difference between (i) the closing price of the Company’s common stock on the exercise date (or, if no closing price was reported on that date, the closing price on the immediately preceding date on which a closing price was reported) and (ii) the exercise price of the option. |
Option Exercises and Stock Vested
| (2) The amounts reported in this column are based on the closing price of the Company’s common stock on the vesting date of the applicable stock award (or, if no closing price was reported on that date, the closing price on the immediately preceding date on which a closing price was reported). |
Option Exercises and Stock Vested
| 36 2025 PROXY STATEMENT | |
Potential Payments Upon Termination of Employment or Change in Control
Potential Payments Upon Termination of Employment or Change in Control The following table summarizes amounts that, as of the last day of Fiscal 2024, would be payable to each of our NEOs upon resignation by the NEO with “Good Reason” or by us without “Cause,” or upon a termination following a “Change in Control” (all as defined in the respective agreements as in effect as of the last day of Fiscal 2024). We do not have single-trigger payments upon a Change in Control. In the event of a termination by us for “Cause” or by reason of death or disability, or without “Good Reason,” no amounts are paid other than base salary earned but not paid through the termination date:
Potential Payments Upon Termination of Employment or Change in Control
| | “Good Reason” or Termination without “Cause” Termination Following a Change in Control(3) | | | | | | | Severance Payments ($)(1) | Annual Incentive ($)(2) | Equity Compensation ($)(3) | Other Compensation ($)(4) | Total ($) | | John Swygert | 1,980,000 | 1,390,369 | 22,373,701 | 88,632 | 25,832,702 | | Robert Helm | 500,000 | — | 2,449,488 | 732 | 2,950,220 | | Eric van der Valk | 580,000 | — | 4,504,404 | 2,076 | 5,086,480 | | Chris Zender | 475,000 | — | 411,612 | 3,622 | 890,234 | | Kevin McLain | 355,000 | — | 2,585,958 | 2,921 | 2,943,879 |
Potential Payments Upon Termination of Employment or Change in Control
| (1) Each of our NEOs is eligible to receive separation payments in the event the NEO resigns from the Company for “Good Reason” or is terminated by the Company without “Cause”, subject to certain conditions. These conditions are more fully described in “Employment Agreements.” |
Potential Payments Upon Termination of Employment or Change in Control
| (2) In the event Mr. Swygert resigned for “Good Reason” or was terminated without “Cause” as of the end of Fiscal 2024, then the Company would have paid Mr. Swygert a pro-rated portion of the bonus for the fiscal year in which such termination occurred. |
Potential Payments Upon Termination of Employment or Change in Control
| (3) We do not maintain separate change in control agreements with any NEOs, but the 2015 Plan provides that equity awards granted to our NEOs will be accelerated to the extent that the NEO experiences a termination without “Cause” or with “Good Reason” (as defined in their employment agreements, if at all) within 12 months of the change in control. Amounts for all NEOs represent stock options and RSUs outstanding as of February 1, 2025 and are calculated based on $111.51, the closing price of the Company’s common stock on January 31, 2025, the last trading day of Fiscal 2024 (and for options, the difference between such closing price and exercise price of the option). |
Potential Payments Upon Termination of Employment or Change in Control
| (4) In the event Mr. Swygert resigned for “Good Reason” or was terminated without “Cause” as of the end of Fiscal 2024, then the Company would have provided health, life, and disability insurance during the severance period of 24 months following the date of termination. In the event any of the NEOs other than Mr. Swygert resigned for “Good Reason” or were terminated without “Cause” as of the end of Fiscal 2024, then the Company would have provided life insurance during the severance period of 12 months following the date of termination. The amounts included in this column represent the premium costs of such benefits that would be paid by the Company based on the premium costs in effect as of the end of Fiscal 2024. In the event any of the NEOs experienced a termination due to death as of the end of Fiscal 2024, payouts for life insurance benefits would be $400,000.00 for each NEO. |
Pension Benefits
Pension Benefits None of our NEOs participated in or received benefits from a pension plan during Fiscal 2024 or in any prior year.
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation None of our NEOs participated in or received benefits from a nonqualified deferred compensation plan during Fiscal 2024 or in any prior year.
Chief Executive Officer Pay Ratio
Chief Executive Officer Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the ratio of the annual total compensation of our median associate and the annual total compensation of our Chief Executive Officer during Fiscal 2024, John Swygert. The 2024 annual total compensation of the median compensated employee, other than our Chief Executive Officer, was $33,037. Mr. Swygert’s total annual compensation for Fiscal 2024, as reported under the “Total” column in the 2024 Summary Compensation Table, was $5,905,159. The ratio of these amounts is 179 to 1. We determined that we could use the median compensated employee from Fiscal 2023 as nothing occurred in Fiscal 2024 that required a change to the median compensated employee. For Fiscal 2023, to identify the median compensated employee, we analyzed employees as of February 3, 2024. We used total cash compensation,
Chief Executive Officer Pay Ratio
| | 2025 PROXY STATEMENT 43 |
Chief Executive Officer Pay Ratio
including base salary (and overtime and allowances as applicable) for Fiscal 2023, with salaries annualized for those permanent employees who did not work for the full fiscal year as our consistently applied compensation measure. In Fiscal 2023, reasonable estimates of cash compensation were made for those employees who were hired during Fiscal 2023 using current base salary and any overtime or allowances paid during Fiscal 2023. We did not make any other adjustments permissible by the SEC in Fiscal 2023 nor did we make any other material assumptions or estimates to identify our median employee. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. The SEC rules for identifying the median compensated associate and calculating the pay ratio based on that associate’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported herein, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.
Chief Executive Officer Pay Ratio
| 44 2025 PROXY STATEMENT | |
Pay Versus Performance
Pay Versus Performance As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s core compensation objectives and executive compensation program, refer to the “Compensation Discussion and Analysis” above. Mr. Swygert, our Chief Executive Officer (“CEO”) for all of Fiscal 2024, was our principal executive officer (“PEO”) for Fiscal 2024, and references to the CEO in this section is the same as the required disclosure of our PEO.
Pay Versus Performance
| Fiscal Year | Summary Compensation Table Total for CEO ($)(1) | Compensation Actually Paid to CEO ($)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(3) | Average Compensation Actually Paid to Non-PEO NEOs ($)(4) | Value of Initial Fixed $100 Investment Based On: | | Net Income (Thousands) ($)(7) | Adjusted EBITDA (Thousands) ($)(8) | | | | | | | Total Shareholder Return ($)(5) | Peer Group Total Shareholder Return ($)(6) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | 5,905,159 | 11,371,547 | 1,502,255 | 2,378,849 | 210.24 | 215.52 | 199,762 | 313,076 | | 2023 | 5,347,545 | 8,410,943 | 1,399,634 | 1,951,705 | 141.53 | 161.79 | 181,439 | 275,156 | | 2022 | 4,117,437 | 5,902,431 | 973,808 | 728,920 | 101.75 | 120.56 | 102,790 | 168,875 | | 2021 | 4,253,126 | 1,021,150 | 814,046 | 478,806 | 84.71 | 142.67 | 157,455 | 237,332 | | 2020 | 2,265,783 | 4,725,192 | 839,257 | 976,264 | 178.60 | 137.26 | 242,696 | 306,500 |
Pay Versus Performance
| (1) The dollar amounts reported in column (b) are the amounts of total compensation reported for our CEO, Mr. Swygert, for each corresponding year in the “Total” column of the “Summary Compensation Table.” |
Pay Versus Performance
| (2) The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to our CEO, Mr. Swygert during the applicable years, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Swygert during the applicable year and were not considered by the Compensation Committee at the time it made decisions with respect to Mr. Swygert’s compensation. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Swygert’s total compensation for each year to determine the compensation actually paid to him for the relevant year: |
Pay Versus Performance
| Year | Summary Compensation Table Total for CEO ($) | Reported Value of Equity Awards ($)(a) | Equity Award Adjustments ($)(b) | Compensation Actually Paid to CEO ($) | | 2024 | 5,905,159 | (3,499,959) | 8,966,347 | 11,371,547 | | 2023 | 5,347,545 | (3,200,010) | 6,263,408 | 8,410,943 | | 2022 | 4,117,437 | (3,199,971) | 4,984,965 | 5,902,431 | | 2021 | 4,253,126 | (3,199,997) | (31,979) | 1,021,150 | | 2020 | 2,265,783 | — | 2,459,409 | 4,725,192 |
Pay Versus Performance
| (a) The amounts reported in this column represent the sum of the grant date fair value of equity awards as reported in the “Stock Awards” and “Option Awards” columns of the “Summary Compensation Table” for the applicable year. |
Pay Versus Performance
| (b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount equal to the change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any equity awards granted in prior years that are outstanding and unvested as of the end of the applicable year; and (iii) for equity awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value. During the applicable years, there were no (i) equity awards that were granted and vested in the same year, (ii) equity awards granted in prior years that failed to meet vesting conditions during the applicable year, or (iii) dividends or other earnings on equity awards that are not otherwise reflected in the fair value of the equity award or otherwise included in the total compensation for the applicable year. The valuation assumptions used to calculate the fair value of the equity awards on the applicable date did not materially differ from those disclosed as of the grant date in our Annual Report on Form 10-K for the applicable fiscal year. The amounts deducted or added in calculating the equity award adjustments are as follows: |
Pay Versus Performance
| Fiscal Year | 2024 | 2023 | 2022 | 2021 | 2020 | | Year End Fair Value of Outstanding and Unvested Equity Awards Granted During the Year ($) | 5,304,262 | 4,198,366 | 4,162,954 | 1,698,456 | — | | Change in Fair Value (as of Year-End from Prior Year-End) of Outstanding and Unvested Equity Awards Granted in Prior Years ($) | 3,491,384 | 1,734,377 | 675,099 | (1,362,003) | 2,455,150 | | Change in Fair Value (as of Vesting Date from Prior Year-End) of Equity Awards Granted in Prior Years that Vested in the Year ($) | 170,701 | 330,665 | 146,912 | (368,432) | 4,259 | | Subtract: Forfeitures During Current Year Equal to Prior Year-end Fair Value ($) | — | — | — | — | — | | Total Equity Award Adjustments ($) | 8,966,347 | 6,263,408 | 4,984,965 | (31,979) | 2,459,409 |
Pay Versus Performance
| | 2025 PROXY STATEMENT 45 |
Pay Versus Performance
| (3) The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s NEOs other than our CEO as a group (the “Non-PEO NEOs”) in the “Total” column of the “Summary Compensation Table” in each applicable year. The names of the Non-PEO NEOs included for purposes of calculating the average amounts for each applicable year are as follows: (i) for 2024, Messrs. Helm, van der Valk, Zender, and McLain; (ii) for 2023, Messrs. Helm, van der Valk, McLain, and Comitale; (iii) for 2022, Messrs. Helm, van der Valk, McLain, and Kraus, and Jay Stasz (our former chief financial officer); (iv) for 2021, Messrs. Stasz, van der Valk, McLain, and Kraus; and (v) for 2020, Messrs. Stasz, McLain, and Kraus, and Ray Daugherty, Jr (our former senior vice president of supply chain). |
Pay Versus Performance
| (4) The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the Non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the Non-PEO NEOs as a group during the applicable year and were not considered by the Compensation Committee at the time it made decisions with respect to the compensation of the Non-PEO NEOs. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the Non-PEO NEOs as a group for each year to determine the average compensation actually paid to the Non-PEO NEOs as a group for the relevant year, using the same methodology described above in Note 2: |
Pay Versus Performance
| Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Reported Value of Equity Awards ($)(a) | Average Equity Award Adjustments ($)(b) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 1,502,255 | (737,511) | 1,614,105 | 2,378,849 | | 2023 | 1,399,634 | (599,992) | 1,152,063 | 1,951,705 | | 2022 | 973,808 | (692,264) | 447,376 | 728,920 | | 2021 | 814,046 | (466,889) | 131,649 | 478,806 | | 2020 | 839,257 | (364,720) | 501,727 | 976,264 |
Pay Versus Performance
| (a) The amounts reported in this column represent the average sum of the grant date fair value of equity awards granted to the Non-PEO NEOs as reported in the “Stock Awards” and “Option Awards” columns of the “Summary Compensation Table” for the applicable year. |
Pay Versus Performance
| (b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the average year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the average amount equal to the change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any equity awards granted in prior years that are outstanding and unvested as of the end of the applicable year; and (iii) for equity awards granted in prior years that vest in the applicable year, the average amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value. During the applicable years, there were no (i) equity awards that were granted and vested in the same year, (ii) equity awards granted in prior years that failed to meet vesting conditions during the applicable year, or (iii) dividends or other earnings on equity awards that are not otherwise reflected in the fair value of the equity award or otherwise included in the total compensation for the applicable year. The valuation assumptions used to calculate the fair value of the equity awards on the applicable date did not materially differ from those disclosed as of the grant date in our Annual Report on Form 10-K for the applicable fiscal year. The amounts deducted or added in calculating the equity award adjustments are as follows: |
Pay Versus Performance
| Fiscal Year | 2024 | 2023 | 2022 | 2021 | 2020 | | Average Year End Fair Value of Outstanding and Unvested Equity Awards Granted During the Year ($) | 1,061,445 | 787,180 | 678,828 | 245,981 | 433,545 | | Average Change in Fair Value (as of Year-End from Prior Year-End) of Outstanding and Unvested Equity Awards Granted in Prior Years ($) | 510,691 | 311,742 | 28,942 | (109,640) | 75,332 | | Average Change in Fair Value (as of Vesting Date from Prior Year-End) of Equity Awards Granted in Prior Years that Vested in the Year ($) | 41,969 | 53,141 | 1,034 | (4,692) | (7,150) | | Subtract: Forfeitures During Current Year Equal to Prior Year-end Fair Value ($) | — | — | (261,428) | — | — | | Total Average Equity Award Adjustments ($) | 1,614,105 | 1,152,063 | 447,376 | 131,649 | 501,727 |
Pay Versus Performance
| (5) The amounts reported in column (f) represent cumulative total shareholder return (“TSR”) from January 31, 2020, the last trading day before the start of our fiscal year ending on January 30, 2021 (“Fiscal 2020”), through the last trading day for the applicable fiscal year in the table. TSR is calculated by dividing the following (a) the sum of (i) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (ii) the difference between the Company’s share price at the end and the Company’s share price at the beginning of the measurement period, and (b) the Company’s share price at the beginning of the measurement period. |
Pay Versus Performance
| (6) The amounts reported in column (g) represent the weighted peer group TSR from January 31, 2020, the last trading day before the start of Fiscal 2020, through the last trading day for the applicable fiscal year in the table, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: the NASDAQ US Benchmark Retail Index over the same period. The peer group TSR is calculated by dividing the following (a) the sum of (i) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (ii) the difference between the index value at the end and the index value at the beginning of the measurement period, and (b) the index value at the beginning of the measurement period. |
Pay Versus Performance
| 46 2025 PROXY STATEMENT | |
Pay Versus Performance
| (7) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements reported in our Annual Report on Form 10-K for the applicable fiscal year. |
Pay Versus Performance
| (8) The amounts reported in this column represent Adjusted EBITDA. Adjusted EBITDA is defined as net income before net interest income or expense, depreciation and amortization expenses, and income taxes, further adjusted for non-cash stock-based compensation expense and gains on insurance settlements. While the Company uses various financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that Adjusted EBITDA is the financial performance measure that, in the Company’s, the Compensation Committee’s, and the Board’s assessments, represents the most important financial performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the NEOs, for the most recently completed fiscal year, to Company performance. Reconciliation and further information for Adjusted EBITDA can be found beginning on page 0 of our Annual Report on Form 10-K for Fiscal 2024. |
Analysis of the Information Presented in the Pay versus Performance Table
Analysis of the Information Presented in the Pay versus Performance Table As noted above, the Company’s executive compensation program reflects a mix of objective financial performance measures that seek to balance both the Company’s long- and near-term objectives. As a result, the Company’s financial performance measures will not specifically align with compensation actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table.
Analysis of the Information Presented in the Pay versus Performance Table
| | 2025 PROXY STATEMENT 47 |
Relationship between Compensation Actually Paid and Cumulative TSR
Relationship between Compensation Actually Paid and Cumulative TSR The following graph sets forth the relationship between the compensation actually paid to our CEO, Mr. Swygert during the applicable years, the average compensation actually paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the five most recently completed fiscal years, from January 31, 2020, the last trading day before the start of Fiscal 2020, through January 31, 2025, the last trading day of Fiscal 2024.
Relationship Between Compensation Actually Paid and Net Income
Relationship Between Compensation Actually Paid and Net Income The following graph sets forth the relationship between the compensation actually paid to our CEO, Mr. Swygert during the applicable years, the average compensation actually paid to our Non-PEO NEOs, and the Company’s net income over the five most recently completed fiscal years.
Relationship Between Compensation Actually Paid and Net Income
| 48 2025 PROXY STATEMENT | |
Relationship Between Compensation Actually Paid and Adjusted EBITDA
Relationship Between Compensation Actually Paid and Adjusted EBITDA The following graph sets forth the relationship between compensation actually paid to our CEO, Mr. Swygert during the applicable years, the average compensation actually paid to our Non-PEO NEOs, and our Adjusted EBITDA during the five most recently completed fiscal years.