DEF 14A of J.Jill, Inc.
Filed Apr 12, 2024 · FY20230001193125-24-094630
Q: Is TowerBrook entitled to designate any director nominees for election to our Board of Directors?
Q: Is TowerBrook entitled to designate any director nominees for election to our Board of Directors? A: Under the Stockholders Agreement, dated as of March 14, 2017 (the “Stockholders Agreement”), TI IV JJill Holdings, LP (“TI IV”), an affiliate of TowerBrook Capital Partners L.P. (“TowerBrook”), based on its beneficial ownership of 61.4% of our outstanding common stock taking into account Towerbrook’s warrants exercisable for shares of our common stock, as of April 9, 2024, has the right to designate as nominees (the “TowerBrook Nominees”) a majority of director nominees for election to our Board of Directors. Towerbrook’s ownership percentage of our common stock, without taking into account Towerbrook’s warrants exercisable for shares of our common stock, is 49.5%.
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS The Board currently consists of eight directors, with no vacancies, and the term of the Class I Directors expires at the Annual Meeting. Mr. James Scully is retiring from the Board effective as of the Annual Meeting and is therefore not standing for re-election. Due to Mr. Scully’s retirement, the size of the Board will be reduced from eight directors to seven directors, effective as of the Annual Meeting. At the Annual Meeting, stockholders will vote to elect the nominee named in this Proxy Statement as the Class I director. The Class I director elected at the Annual Meeting will hold office until the 2027 Annual Meeting of Stockholders and until her successor has been duly elected and qualified. Our Board of Directors has nominated Jyothi Rao to serve as Class I director for a term expiring at the 2027 Annual Meeting of Stockholders and until her successor has been duly elected and qualified. The persons named as proxies will vote to elect Jyothi Rao unless a stockholder indicates that his or her shares should be withheld with respect to the nominee. In the event that the nominee for Class I director becomes unavailable or declines to serve as a director at the time of the Annual Meeting, the persons named as proxies will vote the proxies in their discretion for any nominee who is designated by the current Board of Directors to fill the vacancy. If you are a beneficial owner of shares held in street name and you do not provide your broker with voting instructions, your broker may not vote your shares on the election of the director. Therefore, it is important that you vote. In connection with our initial public offering in March 2017 (our “IPO”), we entered into the Stockholders Agreement with TI IV, an affiliate of TowerBrook, which provides that TI IV, for so long as TI IV beneficially owns at least 50% of our common stock, is entitled to designate for nomination a majority of our Board of Directors. When TI IV beneficially owns less than 50% of our common stock but owns at least 10% of our common stock, TI IV is entitled to designate for nomination a number of directors in proportion to its ownership of our common stock, rounded up to the nearest whole person. When TI IV owns less than 10% of our common stock but owns at least 5% of our common stock, TI IV is entitled to designate for nomination the greater of (i) a number of directors in proportion to its ownership of our common stock, rounded up to the nearest whole person, and (ii) one director. Our Board of Directors recommends that you vote FOR the nominee for our Board of Directors in this Proposal 1.
DIRECTORS AND EXECUTIVE OFFICERS
DIRECTORS AND EXECUTIVE OFFICERS The following table sets forth certain information about our directors and executive officers as of the date of this Proxy Statement. There is no family relationship between any director or executive officer of the Company. The business address for the nominee for matters regarding the Company is 4 Batterymarch Park, Quincy, Massachusetts 02169.
DIRECTORS AND EXECUTIVE OFFICERS
| Name | Age | Position(s) with J.Jill, Inc. | Director Since | | Claire Spofford | 62 | Chief Executive Officer, President and Director | February 2021 | | Mark Webb | 52 | Executive Vice President, Chief Financial Officer and Chief Operating Officer | N/A | | Maria Martinez | 56 | Senior Vice President and Chief Human Resources Officer | N/A | | Current Directors | | | | | Michael Rahamim | 71 | Chairman of the Board of Directors | February 2017 | | Michael Eck | 61 | Director | February 2017 | | Jyothi Rao | 55 | Director | July 2021 | | Shelley Milano | 67 | Director | June 2019 | | Michael Recht | 44 | Director | February 2017 | | Andrew Rolfe | 57 | Director | February 2017 | | Retiring Director | | | | | James Scully | 59 | Director | August 2017 |
DIRECTORS AND EXECUTIVE OFFICERS
Set forth below is a brief biography of each of our directors and executive officers.
Directors
Directors
Class I Director
Class I Director The term of the following Class I director will expire at the Annual Meeting. Jyothi Rao is the nominee for election at the Annual Meeting, for a term that will expire at the 2027 Annual Meeting of Stockholders and until her successor has been duly elected and qualified. Jyothi Rao has served as a director of J.Jill since July 2021. Ms. Rao was most recently the Chief Executive Officer and President of INTERMIX, an omni-channel boutique retailer, curating a mix of established and emerging designer brands. Prior to joining INTERMIX in 2014, Ms. Rao served as Executive Vice President and General Manager of Gilt.com where she was instrumental in growing the business into a leading digital fashion site. Before Gilt, Ms. Rao served as Senior Vice President and General Manager at Calvin Klein, where she launched the Specialty Retail division. Previously, Ms. Rao spent 16 years at The Gap Inc., where she held several leadership and merchandising positions. Ms. Rao has served as a Board Advisor for Bubble Beauty since 2020, a leading Gen Z skincare brand, as well as to Contentsquare, an e-commerce customer experience data analytics technology company. Ms. Rao is also a Board Member of SALUTE, a non-profit focused on promoting South Asian women leaders. Ms. Rao received her B.B.A. in Marketing from the University of Texas at Austin. Ms. Rao was selected to serve on our Board of Directors because of her experience in the retail, industry with expertise in the U.S. women’s customer segment, brand-building, merchandising and digital.
Class II Directors
Class II Directors The term of the following three Class II directors will expire at the 2025 Annual Meeting of Stockholders. Michael Eck has served as a director of J.Jill since our conversion to a corporation in February 2017 and served on our Board of Directors of our former parent company since November 2016. Mr. Eck was the Global Head of the Consumer and Retail Investment Banking Group at Morgan Stanley from 2008 until his retirement in 2014. Prior to that, Mr. Eck worked at Citigroup from 1993 to 2008, where he was the Global Head of the Consumer and Retail Banking Group, and at Credit Suisse First Boston from 1987 to 1993. In January 2016, Mr. Eck joined M. Klein and Company, a global strategic advisory firm, as a Senior Advisor. From December 1, 2017 to December 31, 2018, Mr. Eck served as the Interim Chief Executive Officer of The Johnson Controls Hall of Fame Village, a company developing a multi-use destination attraction and media platform in association with the Pro Football Hall of Fame. From February 2020 to October 2020, Mr. Eck was a member of the Board of Directors of Churchill Capital Corp III, a Special Purpose Acquisition Company listed on the New York Stock Exchange (the “NYSE”) under the symbol “CCXX.” From 2015 to April 2018, he served as an independent Board member and Chairman of the Audit Committee of Blue Buffalo Pet Products, Inc., a publicly-held leading natural pet food company, until Blue Buffalo Pet Products, Inc. was acquired by General Mills Inc. in April 2018. Mr. Eck is also the co-founder and board member of Steer for Student Athletes. In addition, he previously served as a Board member of USA Ultimate and as a member of the Senior Advisory Board of Shopkick. Mr. Eck received his MIM from Northwestern University and his B.S. in Business from the McIntire School of Commerce at the University of Virginia. He was selected to serve on our Board of Directors because of his extensive knowledge of corporate strategy, corporate financing and accounting, capital investment and operations and the consumer sector. Shelley Milano has served as a director of J.Jill since June 2020. From 2015 to 2020, Ms. Milano was with L Brands, owner of the Victoria’s Secret, PINK and Bath & Body Works brands, where the most recent role she held prior to her departure was Executive Vice President and Chief Human Resources Officer. In this role, she was responsible for advancing enterprise talent and development initiatives to enable growth of the business and L Brands associates. Prior to being named Chief Human Resources Officer, she served as the company’s Senior Vice President and General Counsel for three years. Before joining L Brands in 2015, Ms. Milano was Senior Vice President, General Counsel and Secretary at Eddie Bauer, Inc.; Executive Vice President and General Counsel at Starbucks Corporation; and Vice President and General Counsel at Honda of America Mfg., Inc. Ms. Milano has served as a director of Urban Hardwoods and Bartell Drugs. She received her J.D. degree from Berkeley Law and her B.A. degree in Accountancy from Adrian College. Ms. Milano was selected to serve on our Board of Directors because of her expertise in the areas of Human Resources, her legal knowledge and her prior experience in the retail industry. Michael Recht has served as a director of J.Jill since our conversion to a corporation in February 2017 and served on our Board of Directors of our former parent company since May 2015. Mr. Recht is a Managing Director at TowerBrook, our principal stockholder, where he leads the firm’s consumer efforts in North America and has worked since 2013. Prior to joining TowerBrook, he was a member of the consumer investing teams at Apax Partners and Thoma Bravo, where he was actively involved across several investments including Cole Haan and Excelligence Learning Corporation. Prior to that, Mr. Recht was a member of the Technology & Defense teams at CIBC World Markets. He currently serves on the boards of KeHe Distributors Holdings, LLC, Ignite Fitness Holdings, Stonebridge Companies and Demakes Enterprises. He also serves on the Board of Minds Matter, a non-profit mentoring organization. He formerly served on the Board of Directors of Kevin’s Natural Foods and Wilton Brands. He received his M.B.A. from the Kellogg School of Management at Northwestern University and his B.A. from Williams College. With more than 20 years’ experience in consumer investing, he was selected to serve on our Board of Directors because of his broad financial knowledge, particularly in the retail and consumer products industries.
Class III Directors
Class III Directors The term of the following three Class III directors will expire at the 2026 Annual Meeting of Stockholders. Claire Spofford was appointed as Chief Executive Officer and President in February 2021 and has served as a director of J.Jill since her appointment. Prior to joining J.Jill, Ms. Spofford was the President of Cornerstone Brands from December 2017 to October 2020. In that role, she oversaw a portfolio of four interactive, aspirational home and apparel lifestyle brands: Ballard Designs, Frontgate, Garnet Hill and Grandin Road. She led the team there in evolving the brands into profitable, digitally-driven omnichannel businesses. Before being promoted into this role, from 2014 to October 2017, Ms. Spofford was the President of Garnet Hill. Prior to that, Ms. Spofford was Senior Vice President and Chief Marketing Officer of J.Jill and held numerous leadership roles at Orchard Brands, including Interim President and Chief Executive Officer, Group President for Premium Brands and President of Appleseed’s. Before joining Orchard Brands, she served as Vice President, Global Marketing of Timberland. Ms. Spofford currently serves on the Board of Directors of Leslie’s, Inc. and Reclaim Childhood, and she previously served on the Boards of White Flower Farm and Project Adventure, Inc. Ms. Spofford received her M.B.A. from Babson College and her B.A. from the University of Vermont. Ms. Spofford was elected to serve on our Board of Directors because of her extensive experience in leadership positions in the retail industry. Michael Rahamim has served as Chairman of the Board of Directors of J.Jill since our conversion to a corporation in February 2017 and served as Chairman of the Board of Directors of our former parent company since May 2015. From January 2011 through January 2014, Mr. Rahamim served as the Executive Chairman of Phase Eight (Fashion & Designs) Limited (“Phase Eight”), a portfolio company of TowerBrook, our principal stockholder, and remained Chairman of the Board until January 2015, when Phase Eight was sold. Mr. Rahamim has over 20 years of experience in the fashion retail industry. In 1992, Mr. Rahamim developed the UK franchise of Kookai S.A., a French high fashion business, and introduced the Sandro and Maje French high fashion brands to the UK. Mr. Rahamim has previously worked in soft commodities and financial futures and was one of the founding seat holders on the London International Financial Futures Exchange. He qualified as a Chartered Accountant in 1977. Mr. Rahamim currently serves as a director of Kaporal Jeans and has served as a director of Whistles Limited from March 2009 until April 2016. He is also a member of the Senior Advisory Board of TowerBrook. Mr. Rahamim was selected to serve on our Board of Directors because of his extensive understanding of the international fashion retail industry through his experience in leadership positions and his investments with other retailers. Andrew Rolfe has served as a director of J.Jill since our conversion to a corporation in February 2017 and served on the Board of Directors of our former parent company since May 2015. From January 2006 until January 2024, Mr. Rolfe held various positions with TowerBrook including serving as Vice Chair, Managing Director and the Head of Private Equity, USA, Chairman of the Portfolio Committee, and a member of the Investment and Management Committees. Prior to joining TowerBrook, Mr. Rolfe served as President of The Gap Inc.’s International Division from November 2003 until February 2006, where he also served as a member of the Executive Leadership Team. Mr. Rolfe has also held roles as the Chairman and Chief Executive Officer of Pret A Manger (Europe) Ltd and the Chief Executive Officer of Booker Foodservice. He previously served as a director of True Religion Apparel, Inc., Wilton Industries Inc, Jimmy Choo Inc, Kaporal Jeans Inc, Beverages & More, Inc, and KeHe Distributors Holdings LLC. He currently serves as Chair of Planet42 Ltd, and a director of Ally WasteServices LLC. Mr. Rolfe received his M.B.A. from Harvard Business School and his B.A. from Oxford University. He was selected to serve on our Board of Directors because of his extensive experience in leadership positions in the retail industry.
Information about our Board of Directors
Information about our Board of Directors In accordance with our certificate of incorporation, as amended, and our by-laws, a majority of our Board of Directors may fix the number of directors, which is currently set at eight. Each director is to hold office until his or her successor is duly elected and qualified or until his or her earlier death, resignation, disqualification or removal. At any meeting of our Board of Directors, the presence in person (or virtually) of a majority of the total number of directors then in office will constitute a quorum for all purposes. Pursuant to the Stockholders Agreement, TI IV currently has the ability to designate as nominees five directors.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION Non-employee members of our Board of Directors (other than Michael Recht) are compensated for a full year of service as follows; directors who serve less than a full year are entitled to a pro-rated portion of the applicable compensation.
DIRECTOR COMPENSATION
| Board Position | Annual Cash Retainer ($) | Annual Equity Award Value ($) | | Chairman of the Board of Directors | 90,000 | 100,000 | | Board Member (other than the Chairman of the Board of Directors) | 60,000 | 100,000 | | Audit Committee Chair | 20,000 | n/a | | Compensation Committee Chair | 12,000 | n/a | | Other Committee Chair | 10,000 | n/a | | Audit Committee Member | 7,500 | n/a | | Other Committee Member | 5,000 | n/a |
DIRECTOR COMPENSATION
Members of our Board of Directors also receive reimbursement of expenses for travel to the Board of Directors and meetings of all committees of our Board of Directors.
Director Compensation Table
Director Compensation Table The following table sets forth the total compensation paid to each of our non-employee directors (other than Michael Recht) for Fiscal Year 2023.
Director Compensation Table
| Name(1) | Fees Earned or Paid in Cash(2) ($) | Stock Awards(3) ($) | Total ($) | | Michael Rahamim | 102,500 | 94,750 | 197,250 | | Michael Eck | 80,000 | 94,750 | 174,750 | | Shelley Milano | 77,000 | 94,750 | 171,750 | | James Scully | 72,500 | 94,750 | 167,250 | | Jyothi Rao | 65,000 | 94,750 | 159,750 | | Andrew Rolfe | 75,000 | 94,750 | 169,750 |
Director Compensation Table
| (1) Michael Recht was an employee or partner of TowerBrook as of February 3, 2024 and did not receive any compensation in respect of his services to our Board of Directors. |
Director Compensation Table
| (2) Amounts set forth in the Fees Earned or Paid in Cash column represent the aggregate dollar amount of all fees earned or paid in cash for services as a director, including annual retainer fees and committee and/or chairmanship fees. |
Director Compensation Table
| (3) Amounts set forth in the Stock Awards column represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. In Fiscal Year 2023, each of the directors (other than Mr. Recht) received a grant of 3,790 Restricted Stock Units (“RSUs”) on March 29, 2023. |
Director Compensation Table
The following table provides information about the outstanding equity awards held by of our non-employee directors (other than Michael Recht) for Fiscal Year 2023.
Director Compensation Table
| Name(1) | Number of Restricted Stock Units or Restricted Shares that Have Not Vested(2) (#) | | Michael Rahamim | 3,790 | | Michael Eck | 3,790 | | Shelley Milano | 3,790 | | James Scully | 3,790 | | Jyothi Rao | 3,790 | | Andrew Rolfe | 3,790 |
Director Compensation Table
| (1) Michael Recht was an employee or partner of TowerBrook as of February 3, 2024 and does not directly hold any equity awards, whether in the form of restricted shares or RSUs. |
Director Compensation Table
| (2) The award number of RSUs outstanding reflects the 3,790 RSUs granted to each of the directors (other than Mr. Recht) on March 29, 2023, which RSUs vest on the one year anniversary of the grant date. |
Summary Compensation Table
Summary Compensation Table The following summary compensation table sets forth information regarding the compensation paid to, awarded to, or earned by our Chief Executive Officer and President, our Executive Vice President, Chief Financial Officer & Chief Operating Officer, and our former Senior Vice President, Chief Human Resources Officer for services rendered in all capacities during the fiscal year ended January 28, 2023 (“Fiscal Year 2022”) and Fiscal Year 2023.
Summary Compensation Table
| Name and Principal Position | Fiscal Year(2) | Salary(3) ($) | Bonus ($) | Stock Awards(4) ($) | Non-Equity Incentive Plan Compensation(5) ($) | All Other Compensation(6) ($) | Total ($) | | Claire Spofford, Chief Executive Officer and President | 2023 | 968,350 | — | 974,689 | 1,091,758 | 117,585 | 3,152,382 | | | 2022 | 922,846 | — | 899,414 | 1,929,030 | 97,165 | 3,848,455 | | Mark Webb, Executive Vice President, Chief Financial & Operating Officer | 2023 | 726,560 | — | 511,911 | 566,821 | 12,773 | 1,818,025 | | | 2022 | 692,347 | — | 472,181 | 1,006,471 | 11,507 | 2,182,506 | | Kyle Polischuk, former Senior Vice President, Chief Human Resources Officer(1) | 2023 | 84,786 | — | 195,059 | 20,250 | 17,862 | 317,957 | | | 2022 | 369,308 | — | 179,886 | 383,723 | 9,392 | 942,309 |
Summary Compensation Table
| (1) Ms. Polischuk resigned from the Company on April 20, 2023 and all amounts shown for her reflect compensation earned through that date. |
Summary Compensation Table
| (2) Fiscal Year 2023 was comprised of 53 weeks and Fiscal Year 2022 was comprised of 52 weeks. As a result of the extra week in Fiscal Year 2023, some of the values for Fiscal Year 2023, for example Salary, will be higher than Fiscal Year 2022. |
Summary Compensation Table
| (3) Amounts set forth in the Salary column reflect the amount actually paid to each named executive officer for Fiscal Years 2022 and 2023 and includes the effect of any mid-year adjustments to their base salaries, if applicable. As of the end of Fiscal Year 2023, the annual base salary rates for Ms. Spofford and Mr. Webb were $954,800 and $716,400, respectively and the annual base salary rate for and Ms. Polischuk as of the date of her resignation from the Company was $382,100. |
Summary Compensation Table
| (4) Represents the aggregate grant date fair value of restricted stock units (“RSUs”) and performance stock units (“PSUs”) granted during the year in accordance with the Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 718, Stock Compensation (disregarding any |
Summary Compensation Table
| forfeiture assumptions). These amounts do not correspond to the actual value that may be realized by our named executive officers for these awards. See Note 15 to our consolidated financial statements included in our Annual Report on Form 10-K for the assumptions made in determining these values. |
Summary Compensation Table
The named executive officers were granted awards during Fiscal Year 2023 as follows: Ms. Spofford was granted 17,563 RSUs and 17,564 PSUs on March 29, 2023; Mr. Webb was granted 9,225 RSUs and 9,224 PSUs on March 29, 2023; and Ms. Polischuk was granted 3,516 RSUs and 3,514 PSUs on March 29, 2023. The named executive officers were granted awards during Fiscal Year 2022 as follows: Ms. Spofford was granted 59,289 RSUs on March 31, 2022; Mr. Webb was granted 31,126 RSUs on March 31, 2022; and Ms. Polischuk was granted 11,858 RSUs on March 31, 2022.
Summary Compensation Table
| (5) For Fiscal Year 2022, amounts shown in the Non-Equity Incentive Plan column include the actual Fiscal Year 2022 Management Incentive Plan payouts of $1,816,530 for Ms. Spofford, $953,971 for Mr. Webb, and $363,473 for Ms. Polischuk, as well as the Long-Term Cash Incentive Plan awards that were earned based on the fiscal year ended January 29, 2022 (“Fiscal Year 2021”) performance of $112,500 for Ms. Spofford, $52,500 for Mr. Webb, and $20,250 for Ms. Polischuk. For Fiscal Year 2023, amounts shown in the Non-Equity Incentive Plan column include the actual Fiscal Year 2023 Management Incentive Plan payouts of $979,258 for Ms. Spofford, $514,321 for Mr. Webb, and $0 for Ms. Polischuk, as well as the Long-Term Cash Incentive Plan awards that were earned based on Fiscal Year 2021 performance of $112,500 for Ms. Spofford, $52,500 for Mr. Webb, and $20,250 for Ms. Polischuk. |
Summary Compensation Table
The Company’s Management Incentive Plan for Fiscal Year 2023 was measured based on the Company’s Adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) EBITDA. Adjusted EBITDA, represents net income (loss) plus net interest expense, provision (benefit) for income taxes, depreciation and amortization, equity-based compensation expense, goodwill and indefinite-lived intangible assets impairment, write-off of property and equipment, loss on debt refinancing, adjustment for exited retail stores, fair value adjustments, and other non-recurring expenses, primarily consisting of outside legal and professional fees associated with certain non-recurring transactions and events. Threshold and target Adjusted EBITDA performance goals were established along with their corresponding payout opportunities. To the extent that actual Adjusted EBITDA exceeds the target performance goal, the payout for Fiscal Year 2023 is capped at a payout multiplier of 2.0x. The annual target bonus (as a percentage of base salary) for each of Ms. Spofford, Mr. Webb and Ms. Polischuk under the Company’s Annual Incentive Plan for Fiscal Year 2023 was 100%, 70% and 50%, respectively. The following table outlines the Adjusted EBITDA performance objectives and the payout multiplier for Fiscal Year 2023:
Summary Compensation Table
| | Below Threshold | Threshold | Above Threshold but Below Target | Target | Above Target | Well Above Target | Maximum | | Adjusted EBITDA | < $87.6 million | < $87.6 million | > $87.6 million, but < $109.4 million | $109.4 million | > $109.4 million but < $120.4 million | < $120.4 million | > $131.3 million | | Payout Multiplier / Bonus Pool Increment | No payout | .5x | $0.12 added to the bonus pool for every $1.00 of Adjusted EBITDA generated | 1.0x | $0.25 added to the bonus pool for every $1.00 of Adjusted EBITDA generated | $0.25 added to the bonus pool for every $1.00 of Adjusted EBITDA generated | 2.0x |
Summary Compensation Table
In Fiscal Year 2023, the Company achieved an Adjusted EBITDA of $112.2 million.
Summary Compensation Table
| (6) Amounts shown in the All Other Compensation column include 401(k) matching contributions of $9,723 for Mr. Webb and $2,544 for Ms. Polischuk in respect of Fiscal Year 2023 and Company-paid life insurance of $5,651 for Ms. Spofford, $1,969 of Mr. Webb and $406 for Ms. Polischuk. In Fiscal Year 2023, Ms. Polischuk received and accrued but unused vacation time payout of $14,696. In Fiscal Year 2023, Ms. Spofford received a housing stipend of $90,000 and $20,269 in professional fees associated with tax planning, as well as benefits in the form of |
Summary Compensation Table
| Company-paid long-term disability insurance and Company-paid short-term disability insurance, none of which individually exceeded the greater of $25,000 or 10% of the total amount of perquisites and personal benefits paid to her. Mr. Webb and Ms. Polischuk did not receive perquisites or personal benefits in Fiscal Year 2023, except for incidental benefits having an aggregate value of less than $10,000. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table provides information about the outstanding equity awards held by our named executive officers as of February 3, 2024.
Outstanding Equity Awards at Fiscal Year-End
| Name | Grant Date | Number of Shares or Units that have not Vested (#) | Market Value of Restricted Shares or Units of Stock that Have Not Vested(1) ($) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested(1) ($) | | Claire Spofford | 02/15/2021(2) | 150,000 | 3,574,500 | — | — | | | 06/15/2021(3) | 21,676 | 516,539 | — | — | | | 03/31/2022(4) | 39,524 | 941,857 | — | — | | | 03/29/2023(5) | 17,563 | 418,526 | — | — | | | 03/29/2023(6) | — | — | 8,782 | 209,275 | | | 03/29/2023(7) | 3,009 | 71,704 | 5,855 | 139,525 | | Mark Webb | 03/16/2020(8) | 1,762 | 41,988 | — | — | | | 06/15/2021(3) | 10,116 | 241,064 | — | — | | | 07/12/2021(9) | 7,500 | 178,725 | — | — | | | 03/31/3022(4) | 20,750 | 494,473 | — | — | | | 03/29/2023(5) | 9,225 | 219,832 | — | — | | | 03/29/2023(6) | — | — | 4,612 | 109,904 | | | 03/29/2023(10) | 1,581 | 37,675 | 3,074 | 73,253 | | Kyle Polischuk(11) | — | — | — | — | — |
Outstanding Equity Awards at Fiscal Year-End
| (1) The market value of the restricted shares, RSUs and PSUs shown above is based on the $23.83 closing market price of our common stock on the last trading day of Fiscal Year 2023, February 2, 2024. |
Outstanding Equity Awards at Fiscal Year-End
| (2) This award of RSUs vests 25% on each of the first four anniversaries of February 15, 2021. |
Outstanding Equity Awards at Fiscal Year-End
| (3) This award of RSUs vests 25% on each of the first four anniversaries of June 15, 2021. |
Outstanding Equity Awards at Fiscal Year-End
| (4) This award of RSUs vests 33% on each of the first three anniversaries of March 31, 2022. |
Outstanding Equity Awards at Fiscal Year-End
| (5) This award of RSUs vests 33% on each of the first three anniversaries of March 29, 2023. |
Outstanding Equity Awards at Fiscal Year-End
| (6) The TSR PSUs were granted on March 29, 2023 and will fully vest on January 31, 2026; provided, however, that the actual number of shares that vest will be certified by the Compensation Committee after review of the Company’s performance relative to certain performance conditions. Amount reflected in the table assumes target performance goals are achieved. |
Outstanding Equity Awards at Fiscal Year-End
| (7) Ms. Spofford was granted 8,782 PSUs on March 29, 2023 with performance criteria established for achievement of Adjusted EBITDA goals for fiscal year periods 2023, 2024 and 2025. 3,009 PSUs were earned based on Adjusted EBITDA for Fiscal Year 2023, which has been certified with a performance score of 102.75% resulting in an additional 81 shares earned above target. Such earned shares remain subject to service-based vesting requirements. |
Outstanding Equity Awards at Fiscal Year-End
| (8) This award of RSUs vests 25% on each of the first four anniversaries of March 16, 2020. |
Outstanding Equity Awards at Fiscal Year-End
| (9) This award of RSUs vests 25% on each of the first four anniversaries of July 12, 2021. |
Outstanding Equity Awards at Fiscal Year-End
| (10) Mr. Webb was granted 4,612 PSUs on March 29, 2023 with performance criteria established for achievement of Adjusted EBITDA goals for fiscal year periods 2023, 2024 and 2025. 1,581 PSUs were earned based on Adjusted EBITDA for Fiscal Year 2023, which has been certified with a performance score of 102.75% resulting in an additional 43 shares earned above target. Such earned shares remain subject to service-based vesting requirements. |
Outstanding Equity Awards at Fiscal Year-End
| (11) Ms. Polischuk forfeited all unvested equity awards as a result of her resignation from the Company effective April 20, 2023. |
Potential Payments Upon Termination of Employment or Change in Control
Potential Payments Upon Termination of Employment or Change in Control
Estimated Payments Upon Termination of Employment or Change in Control
Estimated Payments Upon Termination of Employment or Change in Control The description below shows the severance payments and benefits that Ms. Spofford and Mr. Webb would, if applicable, have received had his or her employment been terminated by us without “cause” or pursuant to a resignation with “good reason,” whether prior to or following a “change in control.” The amounts are calculated as if the date of termination and, as applicable, the “change in control,” occurred on February 3, 2024. Ms. Polischuk did not receive any payments on the date of her resignation from the Company, April 20, 2023, and as a result, no amounts are shown for Ms. Polischuk in the table below.
Estimated Payments Upon Termination of Employment or Change in Control
| Claire Spofford | | Termination without “Cause” and/or “Good Reason” Resignation Absent a “Change in Control” | | • $1,944,888, which represents the sum of (w) $954,800 in base salary continuation for 12 months following the date of termination, (x) $950,253 annual bonus in the year of termination (assuming for purposes of these calculations, full year bonus based on target performance), (y) $18,362 in accrued but unused vacation time, and (z) $39,835 in continued medical and dental coverage for 12 months following the date of termination. • $1,728,271, which represents vesting of a prorated portion of her then-unvested outstanding equity awards scheduled to vest on the next vesting date. | | Termination without “Cause” and/or “Good Reason” Resignation in connection with a “Change in Control” | | • $2,957,885, which represents the sum of (x) $2,859,853 in cash severance equal to the sum of two times her annual base salary plus her target annual bonus, and (y) $79,760 in continued medical and dental coverage for 24 months following the date of termination and (z) $18,362 in accrued but unused vacation time. • $5,871,926, which represents full acceleration of her then-unvested outstanding equity awards. | | Mark Webb | | Termination without “Cause” and/or “Good Reason” Resignation Absent a “Change in Control” | | • $742,903, which represents the sum of (x) $716,400 in base salary continuation for 12 months following the date of termination, and (y) $26,503 in continued medical and dental coverage for 12 months following the date of termination, and (z) $13,777 in accrued but unused vacation time. • Assuming a termination date of February 3, 2024 or later, Mr. Webb would also be entitled to payment of his $499,229 annual bonus in respect of Fiscal Year 2023 to the extent not already paid (assuming for purposes of this summary, target performance). | | Termination without “Cause” and/or “Good Reason” Resignation in connection with a “Change in Control” | | • $756,680, which represents the sum of (x) $716,400 in base salary continuation for 12 months following the date of termination, and (y) $26,503 in continued medical and dental coverage for 12 months following the date of termination, and (z) $13,777 in accrued but unused vacation time. • $1,396,915, which represents full acceleration of his then-unvested outstanding equity awards. • Assuming a termination date of February 3, 2024 or later, Mr. Webb would also be entitled to payment of his $499,229 annual bonus in respect of Fiscal Year 2023 to the extent not already paid (assuming for purposes of this summary, target performance). |
Pay versus Performance
Pay versus Performance The following table sets out information regarding Fiscal Year 2021, Fiscal Year 2022, and Fiscal Year 2023 in satisfaction of Item 402(v) of Regulation S-K, which requires disclosure regarding executive “Compensation Actually Paid” or “CAP” (as calculated in accordance with SEC rules) and certain Company performance.
Pay versus Performance
| Year | Summary Compensation Table Total for PEO 1 (Claire Spofford) (1) | Compensation Actually Paid to PEO 1 (Claire Spofford) (2) | Summary Compensation Table Total for PEO 2 (James Scully) (1) | Compensation Actually Paid to PEO 2 (James Scully) (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 Total Shareholder Return (5) | Net Income (6) | | | 2023 | $3,152,382 | $2,797,754 | $0 | $0 | $1,067,991 | $533,154 | $591.32 | | 36,201 | | 2022 | $3,848,455 | $7,378,107 | $0 | $0 | $1,562,408 | $2,250,768 | $642.68 | | 42,175 | | 2021 | $6,936,122 | $9,644,806 | $278,389 | $244,729 | $1,810,232 | $2,082,029 | $370.97 | ($ | 28,143) |
Pay versus Performance
| (1) The dollar amounts reported in this column are the amounts of total compensation reported for our Principal Executive Officer (“PEO”) for each corresponding year in the “Total” column of the Summary Compensation Table, which for 2022 and 2023, includes our current PEO Claire Spofford (PEO 1), and for 2021, includes our current PEO Claire Spofford (PEO 1) and former PEO James Scully (PEO 2). |
Pay versus Performance
| (2) The dollar amounts reported in this column represent the amount of “compensation actually paid” to our PEO for the applicable fiscal year, as computed in accordance with Item 402(v) of Regulation S-K, which for 2022 and 2023, includes our current PEO Claire Spofford, and for 2021, includes our current PEO Claire Spofford and former PEO James Scully. The dollar amounts do not reflect the actual amount of compensation earned by or paid to such executives during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the total compensation for each year to determine the compensation actually paid: |
Pay versus Performance
| Fiscal Year | Claire Spofford 2023 | | | SCT Total | | 3,152,382 | | - Change in Pension Value and Above Market Non-Qualified Deferred Compensation | | 0 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | ($ | 974,689) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | | 862,369 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | ($ | 437,184) | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | | 0 | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | | 194,876 | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | | 0 | | + Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | | 0 | | Compensation Actually Paid | | 2,797,754 |
Pay versus Performance
| (3) The dollar amounts reported in this column represent the average of the amounts reported for the Company’s non-PEO named executive officers (“Non-PEO NEOs”) as a group in the “Total” column of the Summary Compensation Table in each applicable year. For purposes of calculating the average amounts in each applicable year, the names of each of the Non-PEO NEOs include are as follows for each 2023, 2022 and 2021: Mark Webb and Kyle Polischuk . |
Pay versus Performance
| (4) The dollar amounts reported in this column represent the average amount of “compensation actually paid” to the Non-PEO NEOs as a group in the applicable year 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. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the average total compensation for the Non-PEO NEOs as a group for each year to determine the compensation actually paid, using the same methodology described in Note 2 above: |
Pay versus Performance
| Fiscal Year | Non-PEO NEOs | | | | 2023 | | | SCT Total | | 1,067,991 | | - Change in Pension Value and Above Market Non-Qualified Deferred Compensation | | 0 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | ($ | 353,485) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | | 226,461 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | ($ | 41,532) | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | | 0 | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | ($ | 26,240) | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | ($ | 340,041) | | + Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | | 0 | | Compensation Actually Paid | | 533,154 |
Pay versus Performance
| (5) Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. |
Pay versus Performance
| (6) Dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. |
Pay versus Performance
Relationship Between Pay and Performance The charts below illustrate the relationship between the executive “Compensation Actually Paid” and the Company’s absolute TSR, and the executive “Compensation Actually Paid” and the Company’s net income in satisfaction of Item 402(v) of Regulation S-K.