DEF 14A of Neighborhood Intelligence, Inc.
Filed Mar 27, 2026 · FY20250001140361-26-011489
SCHEDULE 14A
| 6. | The approval of an amendment and restatement of the Company’s Amended and Restated 2005 Equity Incentive Plan. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| Compensation Tables and Narratives | 71 | | Compensation Paid to Executive Officers | 71 | | Summary Compensation Table | 71 | | Grants of Plan-Based Awards | 73 | | Outstanding Equity Awards at Fiscal Year-End | 74 | | Option Exercises and Stock Vested in 2025 | 76 | | Potential Payments Upon Termination or Change in Control | 77 | | PEO Pay Ratio | 79 | | Pay Versus Performance | 81 | | Compensation of Directors | 87 | | Director Compensation Table | 88 | | Equity Compensation Plan Information | 88 | | Report of the Audit Committee | 89 | | Share Ownership of Management, Directors, Nominees and 5% Stockholders | 90 | | Other Information | 92 | | Certain Relationships and Related Party Transactions | 92 | | Delinquent Section 16(a) Reports | 92 | | Householding | 92 | | Procedure for Nominating Directors for Election at an Annual Meeting | 92 | | Procedure for Submitting Other Matters at an Annual Meeting | 93 | | Procedure for Submitting Rule 14a-8 Stockholder Proposals | 93 | | Other Matters that May Come Before the Annual Meeting | 93 | | Annex | | | A. Amended and Restated 2005 Equity Incentive Plan | A-1 |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| 6. | The approval of an amendment and restatement of the Company’s Amended and Restated 2005 Equity Incentive Plan. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| 6) | “FOR” the approval of an amendment and restatement of the Company’s Amended and Restated 2005 Equity Incentive Plan (see Proposal 6). |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| 6) | “FOR” the approval of an amendment and restatement of the Company’s Amended and Restated 2005 Equity Incentive Plan (see Proposal 6). |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| Age: 52 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 Bed Bath & 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, and as Chief Executive Officer since January 1, 2026. Mr. Lemonis previously served as Chairman of the Board of Directors and Chief Executive Officer of Camping World Holdings, Inc. (NYSE: CWH) from March 2016 to January 1, 2026. Mr. Lemonis has served 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, 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: 50 Director since: March 2023 Committee Memberships: Audit, Compensation, Technology (Chair) | Joanna C. Burkey | | | Ms. Joanna C. Burkey has served as a director of Bed Bath & 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 (NASDAQ: 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 30-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, legal or risk management, regulatory or government, technology or information/cyber security, global or international business, strategic planning, and business transformation. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| Age: 59 Director since: 2007 Committee Memberships: Compensation (Chair), Investment, Technology | Barclay F. Corbus | | | Mr. Barclay F. Corbus has served as a director of Bed Bath & 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, 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: 53 Director since: 2020 Committee Memberships: Audit (Chair), Investment | William B. Nettles, Jr. | | | Mr. William B. Nettles, Jr. has served as a director of Bed Bath & 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 / brand management, finance or accounting, legal or risk management, technology or information/cyber security, 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: 52 Director since: 2025 Committee Memberships: Compensation, Nominating and Corporate Governance, Investment (Chair) | Debra G. Perelman | | | Ms. Debra G. Perelman has served as a director of Bed Bath & Beyond since March 2025. She is currently a Managing Partner at InviNext Growth Partners, a fund dedicated to investing in consumer growth companies. She is also an advisor to several consumer businesses. 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) since June 2024, where she serves on the audit committee, Sphere Entertainment (NYSE: SPHR) since 2005, where she serves on the audit committee, and a director of Sally Beauty Holdings, Inc. (NYSE: SBH) since January 2025, where she serves on the nomination & governance committee as well as compensation & talent committee. She has also been a board member of Stripes Beauty, an L Catterton backed business, since May 2024. 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, corporate finance and scaling consumer brands as a successful advisor and investor. 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 or risk management, regulatory or government, technology or information/cyber security, global or international business, 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: 77 Director since: 2020 Committee Memberships: Audit, Nominating and Corporate Governance, Investment | Dr. Robert J. Shapiro | | | Dr. Robert J. Shapiro has served as a director of Bed Bath & 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, legal or risk management, regulatory or government, technology or information/cyber security, global or international business, and strategic planning. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| Age: 77 Director since: 2007 Committee Memberships: Nominating and Corporate Governance (Chair), Technology | Joseph J. Tabacco, Jr. | | | Mr. Joseph J. Tabacco, Jr. has served as a director of Bed Bath & Beyond since June 2007, and as Lead Independent Director since February 2026. 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 or risk management, regulatory or government, and technology or information/cyber security. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| (1) With outstanding performance shares at “target” performance for outstanding performance periods. Does not include the additional 4,291,000 shares of common stock that would be available for future issuance under the Restated Plan if Proposal 6 is approved and which is described in more detail in Proposal 6. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| (2) Performance shares are reflected assuming “target” performance for outstanding performance periods. Does not include the awards granted on March 11, 2026, including the Contingent Awards, which are described in more detail in Proposal 6. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| ○ | The shares subject to any portion of (1) the performance-based stock option granted to Mr. Lemonis on February 20, 2024 (the “Lemonis Performance-Based Options”) that remain outstanding as of the Restatement Effective Date, (2) the RSUs or performance shares granted under the Inducement Plan and outstanding as of the Restatement Effective Date (the “Inducement Plan Awards”), and (3) awards outstanding under the Restated Plan as of the Restatement Effective Date or granted after such date, in each case that subsequently become available for issuance under the Restated Plan pursuant to the share counting provisions described below. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| • | Treatment of Awards Upon Non-Assumption in a Change in Control. Under the Restated Plan, in the event of a change in control, unless such awards are assumed or substituted or unless otherwise determined by the administrator and specified in the award agreement, all then-outstanding awards will become fully exercisable and vested upon the change in control, with all applicable performance goals or other vesting criteria deemed achieved as follows: (i) for any performance period that has not yet commenced or that has commenced but has not yet ended as of the date of the change in control, at 100% of target levels; and (ii) for any performance period that has ended prior to the date of the change in control, at actual performance relative to the target levels as measured as of the end of the performance period, and, in any case, all other terms and conditions will be deemed met. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| Bed Bath & Beyond’s Three-Year Burn Rate | | | | | | 2023 | 2024 | 2025 | | Time-based RSUs Granted | 1,101,000 | 305,310 | 2,041,427 | | Performance shares earned and vested (1) | — | — | — | | Performance-based stock options earned and vested (2) | — | — | — | | Basic weighted average common shares outstanding | 45,214,000 | 46,542,000 | 60,130,000 | | Total shares utilized as a % of basic weighted average common shares outstanding | 2.4% | 0.7% | 3.4% | | Three-year average total shares utilized as a % of basic weighted average common shares outstanding (3) | 2.2% | | |
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 Mr. Lemonis 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. We refer to Mr. Lemonis’s performance-based stock options in this Proposal 6 as the “Lemonis Performance-Based Options”. On February 20, 2026, 500,000 shares subject to the Lemonis Performance-Based Options were forfeited; as of the date of this proxy statement, the remaining 1,750,000 shares subject to the Lemonis Performance-Based Options have not been earned but remain eligible to vest in accordance with its terms. The remaining Lemonis Performance-Based Options have a weighted average exercise price of $55.71 and a weighted average remaining term of 1.5 years as of March 10, 2026. These awards were not granted under the Existing Plan and were granted under a stand-alone award approved by our stockholders. |
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 and the 993,771 performance-based shares that were granted in 2025, our three-year average total shares utilized would be 5.4% for 2025 of basic weighted average common shares outstanding, though most of these awards have already been forfeited or 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. The table below shows, as of March 10, 2026, the number of shares subject to outstanding RSUs, performance shares (assuming performance at “target” levels) and the Lemonis Performance-Based Options (which were the only stock options outstanding on such date) under our equity plans. As of March 10, 2026, 388,179 shares remained available to grant under the Existing Plan. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| • | The shares subject to any portion of (1) the performance-based stock option granted to Mr. Lemonis on February 20, 2024 (the “Lemonis Performance-Based Options”) that remain outstanding as of the Restatement Effective Date, (2) the RSUs or performance shares granted under the Inducement Plan and outstanding as of the Restatement Effective Date (the “Inducement Plan Awards”),and (3) awards outstanding under the Restated Plan as of the Restatement Effective Date or granted after such date, in each case that subsequently become available for issuance under the Restated Plan pursuant to the share counting provisions described below. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| • | Stock Options. Stock options give the holder the right to purchase shares of the Company’s common stock within a specified time at a specified price. Two types of stock options may be granted under the Restated Plan: incentive stock options, or “ISOs,” which are subject to special tax treatment as described below, and non-qualified options, or “NSOs.” The exercise price of an option cannot be less than the fair market value of a share of common stock at the time of grant (unless such option is granted pursuant to an assumption or substitution for another option in a manner that satisfies Sections 424(a) or 409A of the Code in connection with a merger or other corporate transaction). The expiration dates of options cannot be more than ten years after the date of the original grant. ISOs will be designed to comply with the provisions of the Code and will be subject to specified restrictions contained in the Code. Among such restrictions, ISOs must have an exercise price of not less than the fair market value of a share of common stock on the date of grant, may only be granted to employees, and must expire within a specified period of time following the optionee’s termination of employment. In the case of an ISO granted to an individual who owns (or is deemed to own) more than 10% of the total combined voting power of all classes of the Company’s capital stock, the Restated Plan provides that the exercise price must be at least 110% of the fair market value of a share of common stock on the date of grant and the ISO must expire upon the fifth anniversary of the date of grant. Each option granted under the Restated Plan is to be evidenced by a written stock option agreement between the optionee and the Company, which shall specify, the means of payment of the option exercise price, the term and vesting conditions of the option, and the treatment of the option upon an optionee’s termination of service, among other terms, provisions and conditions determined by the Administrator. The Company has not granted any stock options under the Existing Plan since fiscal year 2008. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| • | Restricted Stock and Restricted Stock Units (RSUs). Restricted stock is an award of our stock, and 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. Restricted stock and 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 a restricted stock or 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. |
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 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 Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| • | Performance Units. Performance units are similar to performance shares, except that they shall be settled in cash equivalent to the fair market value of the underlying shares of our stock, determined as of the vesting date. The shares available for issuance under the Restated Plan shall not be diminished as a result of the settlement of a performance unit. Each performance unit grant shall be evidenced by an agreement that shall specify such terms and conditions as shall be determined at the discretion of the Administrator. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| • | Deferred Stock Units. Deferred stock units shall consist of a restricted stock, RSU, performance share or performance unit award that the Administrator, in its sole discretion, permits to be paid out in installments or on a deferred basis, in accordance with rules and procedures established by the Administrator. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| • | Treatment of Awards Upon Non-Assumption in a Change in Control. If the successor entity does not assume the awards or substitute equivalent awards, or if the successor entity is not publicly traded, then, unless otherwise provided in an applicable award agreement, such awards that vest solely on the basis of time shall become 100% vested, and, with respect to any awards subject to performance-based vesting, the applicable performance goals will be deemed achieved at target levels for any unfinished performance period, or, for any performance period that has ended prior to the date of the change of control, at actual performance relative to the target levels. In such event, the Administrator may take one or more actions with respect to outstanding stock options and SARs, including but not limited to giving |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| • | Treatment of Awards Upon Non-Assumption in a Change in Control – Double Trigger Acceleration. If the successor entity does assume the awards or substitute equivalent awards, if, within 18 months following a change of control, a participant’s employment is terminated (i) involuntarily by the Company or successor entity other than for cause (as defined in the Restated Plan), or on account of death or disability, or (ii) by the participant for good reason (as defined in the Restated Plan), then, unless otherwise provided in an applicable award agreement, with respect to an award that vests solely on the basis of time, the participant shall fully vest in and receive payment of or have the right to exercise his award, as applicable, as to all of the shares subject to each such award, and with respect to any awards subject to performance-based vesting, the applicable performance goals will be deemed achieved at target levels for any unfinished performance period, or, for any performance period that has ended prior to the date of termination, at actual performance relative to the target levels, and the corresponding portion of the award will vest as of the date of termination. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| • | Generally, a “change of control” means a person or group (subject to certain exceptions) becomes the beneficial owner of our securities representing 50% or more of the total voting power represented by our outstanding securities; we sell or dispose of substantially all of our assets; a change in a majority of our Board occurs without the approval of our then incumbent directors within a one-year period; or a merger or consolidation occurs other than a merger or consolidation resulting in our outstanding voting securities immediately before the merger or consolidation continuing to represent at least 50% of the total voting power of the surviving entity represented by our outstanding securities immediately after the merger or consolidation. In addition, a resignation is “for good reason” if it results from: (i) the resigning participant having materially reduced duties, title, authority or responsibilities; (ii) the resigning participant having his or her base salary reduced; (iii) the resigning participant having his or her primary work location moved to a facility or a location outside of a 35-mile radius from our present facility or location; or (iv) any act or set of facts or circumstances which would, under applicable case law or statute, constitute a constructive termination of the participant. |
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 awards – RSUs (1) | Number of shares subject to awards – performance shares (1) | | Marcus A. Lemonis Executive Chairman, Principal Executive Officer, and Chief Executive Officer | 1,500,000 | 600,000 | | Adrianne B. Lee President and Chief Financial Officer | 133,470 | 133,470 | | Leah R. Putnam Chief Accounting Officer | 41,068 | 41,068 | | David J. Nielsen Former President and Principal Executive Officer | — | — | | Rick S. Lockton Former Executive Vice President & Chief Digital, Product and Technology Officer | — | — | | Alexander W. Thomas Former Chief Operating Officer | — | — | | Executive officers, as a group | 1,674,538 | 774,538 | | Non-employee directors, as a group | — | — | | Nominees for election as directors | 1,500,000 (2) | 600,000 (2) | | 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 | 1,500,000 (3) | 600,000 (3) | | Employees other than executive officers, as a group | 207,906 | 69,302 |
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. At “maximum” performance, the performance shares may vest at up to 135% of “target.” |
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, Principal Executive Officer, and Chief Executive Officer | 333,334 | 282,868 | | Adrianne B. Lee President and Chief Financial Officer | 50,225 | 142,620 | | Leah R. Putnam Chief Accounting Officer | 18,166 | 39,181 | | David J. Nielsen Former President and Principal Executive Officer | — | — | | Rick S. Lockton Former Executive Vice President & Chief Digital, Product and Technology Officer | — | — | | Alexander W. Thomas Former Chief Operating Officer | — | — | | Executive officers, as a group | 401,725 | 464,669 | | Non-employee directors, as a group | 161,238 | — | | Nominees for election as directors (2) | 494,572 | 282,868 | | 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 (3) | 333,334 | 282,868 | | Employees other than executive officers, as a group | 646,522 | 141,406 |
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 for outstanding performance periods. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| • | Below Target Payouts Under Performance-Based Annual Bonus Program Tied to Key Metrics. In February 2025, we adopted a performance-based bonus program for our executive officers (other than Mr. Lemonis, who was not eligible for an annual bonus in 2025) 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 NEOs, other than Mr. Lemonis and Mr. Lockton, was eligible to earn a performance bonus based on three pre-established corporate performance metrics approved by the Board, subject to an individual performance modifier ranging from 0% to 125%. Adjusted EBITDA (three-month run rate, which was selected to reward the creation of sustainable profitability), Adjusted Gross Margin, and Contribution Margin (each as defined below) were selected as the corporate performance metrics for purposes of determining 2025 annual bonuses, weighted at 50%, 25% and 25%, respectively, and threshold, target and maximum payouts were established for each metric, with payouts ranging from 75% of target for threshold performance to 135% of target for maximum performance. These corporate performance goals were set at challenging levels such that the attainment of target annual cash incentive award opportunities 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 is strongly aligned with the creation of stockholder value. Based on actual achievement relative to such corporate performance goals, in February 2026, the Compensation Committee determined that the 2025 bonus was earned at 84.9% of target for 2025. Based on this corporate achievement percentage and a 1.0x individual performance modifier for each NEO, Ms. Lee and Ms. Putnam (our only NEOs who remained eligible to receive their annual bonuses) earned annual bonuses of $445,505 and $137,894, respectively. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| • | Long-Term Incentives Included Performance Awards for a Significant Portion of the Mix. In 2025, our Compensation Committee or Board granted long-term incentive awards to our NEOs in the form of performance shares and RSUs. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| • | Performance Shares. In 2025, approximately one-half of the annual and promotional long-term incentive awards granted to our NEOs, other than Mr. Lockton, were in the form of performance shares. In early 2025, each of our NEOs, other than Mr. Lockton, were granted performance shares under our 2005 Plan, with the award tied to the same performance criteria and goals related to Adjusted EBITDA (three-month run rate), Adjusted Gross Margin and Contribution Margin as the annual bonus program described above. Each performance share is a unit that represents the right to receive one share of our common stock. Based on actual achievement relative to such corporate performance goals, in February 2026, the Compensation Committee determined that the 2025 performance shares were earned at 84.9% of target. Earned performance shares became eligible to vest in three equal annual installments, with the first tranche vesting in early 2026. Mr. Lockton was granted performance shares in connection with his commencement of employment under our Inducement Plan and tied to 2026 performance metrics. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| • | Time-Based RSUs. In 2025, approximately one-half of the annual and promotional long-term incentive awards granted to our NEOs, other than Mr. Lockton, were in RSUs. In early 2025, each of our NEOs, other than Mr. Lockton, was granted 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. Mr. Lockton was granted RSUs in connection with his commencement of employment under our Inducement Plan. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| • | Forfeiture of 2024 Performance Shares and Performance-Based Options tied to 2025 Performance. The 2024 performance shares tied to our net revenue for 2025 were forfeited due to our revenue not meeting the hurdle for vesting. In addition, the 500,000 performance-based options granted to Mr. Lemonis that were eligible to vest based upon meeting a $45.00 stock price hurdle on or before February 20, 2026 were forfeited on that date due to failure to meet the hurdle. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| Name | 2026 Salary | 2025 Bonus | 2026 Target Bonus (1) | 2026 Target Performance Shares (2) | 2026 RSUs (3) | | Marcus A. Lemonis | $300,000 | — | $2,200,000 | 600,000 | 1,500,000 | | Adrianne B. Lee | $700,000 | $445,505 | $525,000 | 133,470 | 133,470 | | Leah R. Putnam | $325,000 | $137,894 | $162,500 | 41,068 | 41,068 |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| (1) Represents the target bonus opportunity under the Company’s 2026 annual performance-based bonus program as described above. 2026 bonuses are earned based on Adjusted EBITDA and revenue, subject to an individual performance modifier between 0x and 1.25x. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| (2) Represents performance shares granted to each executive on March 11, 2026 at “target” performance levels. The performance share awards were granted pursuant to the Company’s 2005 Plan, and are subject to stockholder approval of Proposal 6, with the units awarded tied to Adjusted EBITDA and revenue objectives in a one-year performance period. The performance shares granted to Ms. Lee and Ms. Putnam are also subject to a service-based vesting requirement and the earned performance shares will vest in three equal annual increments based on continued service through the applicable service-based vesting date (generally the later of the date of certification of annual performance or the corresponding anniversary of the grant date). The performance share awards granted to Mr. Lemonis are eligible to vest over a period of four years, with 25% of the award eligible to vest based on annual performance goals to be established at the beginning of each year during the four-year performance period. The resulting earned performance shares will vest following certification of the annual performance results, subject to Mr. Lemonis’ continued service through the applicable service-based vesting date (generally the later of the date of certification of annual performance or the corresponding anniversary of the grant date). The service-based vesting date for each annual performance period will be the anniversary of the grant date occurring following the end of the applicable performance period. 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
| (3) Represents RSUs granted to each executive on March 11, 2026. The RSUs were granted pursuant to the Company’s 2005 Plan, and a portion were granted out of the existing share reserve under such plan and a portion were granted subject to stockholder approval of Proposal 6. Specifically, the following portion of the RSUs are subject to stockholder approval of Proposal 6: all 1,500,000 RSUs granted to Mr. Lemonis are subject to stockholder approval of Proposal 6; 33,470 RSUs granted to Ms. Lee are subject to stockholder approval of Proposal 6; and 1,068 RSUs granted to Ms. Putnam are subject to stockholder approval of Proposal 6. The RSUs will vest over multi-year vesting periods (four years from January 1, 2026 for Mr. Lemonis, and three years from February 17, 2026 for Ms. Lee and Ms. Putnam). |
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
| 2025 Peer Group | | | 1-800-FLOWERS.COM, Inc. | La-Z-Boy Incorporated | | Angi Inc. | Lands’ End, Inc. | | Big Lots, Inc. | Nu Skin Enterprises, Inc. | | Boot Barn Holdings, Inc. | Ollie’s Bargain Outlet Holdings, Inc. | | Cars.com Inc. | Sleep Number Corporation | | Funko, Inc. | Stitch Fix, Inc. | | iRobot Corporation | The RealReal, Inc. | | J.Jill, Inc. | USANA Health Sciences, 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 provisions under our Key Employee Severance Plan (the “Severance Plan”) or the Lemonis Employment Agreement, with respect to Mr. Lemonis. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| Name | 2025 Annualized Target Bonus | | Marcus A. Lemonis (1) | — | | Adrianne B. Lee | $525,000 | | Leah R. Putnam | $162,500 | | David J. Nielsen (2) | $900,000 | | Rick S. Lockton (3) | — | | Alexander W. Thomas (4) | $175,000 |
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 performance-based bonus during 2025. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| (2) Mr. Nielsen’s employment with the Company terminated effective March 10, 2025, and he was not eligible for a 2025 performance-based bonus due to his departure date. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| (3) Mr. Lockton was not eligible for a performance-based bonus during 2025 due to his commencement of employment in late 2025. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| (2) To be eligible to earn any portion of the bonus tied to Adjusted EBITDA, 2025 Adjusted EBITDA was required to be at least negative $44 million. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| (3) To be eligible to earn any portion of the bonus tied to Adjusted Gross Margin, 2025 gross profit was required to reach $300 million. |
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) | | Adjusted EBITDA (Three-Month Run Rate) (1) | -$5,000,000 | -$5,000,000 | $0 | 117.1% | 58.6% | | Adjusted Gross Margin (1) | 23.0% | 25.0% | 28% | 0% | 0% | | Contribution Margin (1) | 3.0% | 6.0% | 9.0% | 105.2% | 26.3% | | | | | Total Company Performance % | | 84.9% |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| | | 2025 Equity Awards ($) | | | | | | | Name (1) | 2024 Grant Value ($) (2) | Annual Grant (2) | Promotion- Related Grant (2) | Total 2025 Grant Value (2) | Portion of 2025 Grant Value in Performance Shares | 2025 Grant Value vs. 2024 Grant Value | Value tracking of 2025 awards at December 31, 2025 (3) | | Marcus A. Lemonis | $7,590,000 | $5,928,963 | — | $5,928,963 | 49.5% | -22% | $5,046,678 | | Adrianne B. Lee | $2,490,100 | $1,099,996 | $199,994 | $1,299,991 | 50.0% | -48% | $760,393 | | Leah R. Putnam | $562,035 | $225,002 | $174,998 | $400,000 | 50.0% | -29% | $277,046 |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| (2) Amounts reflect the grant date fair value of equity awards. 2024 awards were entirely in performance-based stock options for Mr. Lemonis and in performance-based shares for our other NEOs. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| (3) Represents the value of 2025 RSUs and earned but unvested performance share awards based on the closing stock price on December 31, 2025, which was $5.46. The 2025 performance shares were earned at 84.9% of target. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| i. | a lump sum amount equal to the product of (a) the severance multiplier (defined as a fraction, the numerator of which is equal to 18 plus the number of full year(s) of his employment with the Company following the effective date of the Lemonis Employment Agreement, not to exceed 24, and the denominator of which is equal to 12) and (b) the sum of (x) his then-current base annual salary and (y) the aggregate Minimum Draw amount payable for the fiscal year in which the termination occurs, |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| ii. | if the termination occurs following the end of a fiscal year but prior to the payment of the Annual Bonus True-Up Payment) for such fiscal year, the amount of any earned but unpaid Minimum Draw (or Annual Bonus True-Up Payment for such completed fiscal year based on performance for such completed fiscal year as determined by the Company’s Board of Directors or the Compensation Committee thereof, if applicable, |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| iii. | a lump sum amount equal to his then-current target bonus less his aggregate Minimum Draw amount payable for the fiscal year in which the termination occurs, prorated for the portion of such year that has 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
| v. | accelerated vesting of such number of Mr. Lemonis’s outstanding and unvested time-based equity awards as is equal to the greater of (a) 50% of the unvested shares subject to such awards or (b) the number of shares that would have vested during the 18 months following his date of the termination had he remained employed with the Company for such period. |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| vii. | if the termination occurs following the end of a fiscal year but prior to the payment of the Annual Bonus True-Up Payment for such fiscal year, the amount of any earned but unpaid Minimum Draw or Annual Bonus True-Up Payment for such completed fiscal year based on performance for such completed fiscal year as determined by the Company’s Board of Directors or the Compensation Committee thereof, if applicable, |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| viii. | a lump sum amount equal to his then-current target bonus less his aggregate Minimum Draw amount payable for the fiscal year in which the termination occurs, |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| x. | accelerated vesting of all outstanding and unvested time-based equity awards. |
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) Chief Executive Officer and Executive Chairman (current principal executive officer) | 2025 | — | — | $5,928,963 | — | — | — | $5,928,963 | | | 2024 | — | — | — | $7,590,000 | — | — | $7,590,000 | | Adrianne B. Lee (4) President and Chief Financial Officer (principal financial officer) | 2025 | $680,769 | — | $1,299,991 | — | $445,505 | $28,057 | $2,454,322 | | | 2024 | $604,616 | — | $2,490,100 | — | $92,653 | $27,008 | $3,214,377 | | | 2023 | $592,308 | — | $1,399,998 | — | — | $25,716 | $2,018,023 | | Leah R. Putnam (5) Chief Accounting Officer | 2025 | $315,962 | — | $400,000 | — | $137,894 | $21,937 | $875,793 | | David J. Nielsen (6) Former President (former principal executive officer) | 2025 | $176,539 | — | $1,249,998 | — | — | $1,119,442 | $2,545,979 | | | 2024 | $866,539 | — | $3,436,000 | — | $221,710 | $33,815 | $4,558,064 | | | 2023 | $598,077 | — | $1,399,998 | — | — | $28,196 | $2,026,272 | | Rick S. Lockton (7) Former Executive Vice President & Chief Digital, Product and Technology Officer | 2025 | $76,923 | — | $703,617 | — | — | $110 | $780,649 | | Alexander W. Thomas (8) Former Chief Operating Officer | 2025 | $345,192 | — | $599,991 | — | — | $21,403 | $966,587 |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| Year | Summary Compensation Table Total | | Compensation Actually Paid | | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($) (1) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($) (2) | Value of Initial Fixed $100 Investment Based on: | | Net Income (loss) (thousands) | Adjusted EBITDA (thousands) (5) | | | for First PEO ($) (1) | for Second PEO ($) (1) | to First PEO ($) (2) | to Second PEO ($) (2) | | | Total Shareholder Return ($) (3) | Peer Group Total Shareholder Return ($) (4) | | | | 2025 | $2,545,979 | $5,928,963 | $1,362,133 | $4,709,178 | $1,269,338 | $1,011,883 | $11.38 | $143.95 | ($84,621) | ($30,688) | | 2024 | $4,558,064 | $5,110,167 | $102,781 | $613,667 | $3,834,103 | $170,723 | $10.27 | $133.04 | ($258,795) | ($143,983) | | 2023 | $2,026,272 | $6,141,284 | $2,568,391 | $4,219,767 | $1,226,098 | $1,308,216 | $57.71 | $118.65 | ($307,842) | ($61,293) | | 2022 | — | $2,948,959 | — | $265,216 | $1,104,506 | $138,218 | $40.35 | $97.63 | ($35,236) | $63,485 | | 2021 | — | $2,855,412 | — | $3,904,925 | $1,199,845 | $1,647,994 | $123.01 | $142.97 | $389,372 | $141,640 |
The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year
| Name | Fees Earned or Paid in Cash ($) | Stock Awards (1) ($) | All Other Compensation ($) | Total ($) | | Joanna C. Burkey | $75,000 | $165,000 | — | $240,000 | | Barclay F. Corbus | $75,000 | $165,000 | — | $240,000 | | William B. Nettles, Jr. | $100,000 | $165,000 | — | $265,000 | | Debra G. Perelman | $59,831 | $194,792 | — | $254,623 | | Dr. Robert J. Shapiro | $75,000 | $165,000 | — | $240,000 | | Joseph J. Tabacco, Jr. | $75,000 | $165,000 | — | $240,000 |