DEF 14A of Genesco Inc
Filed May 17, 2024 · FY20240001193125-24-141291
IMPORTANT
| | Page | | Director Compensation | 64 | | Proposal 2: Advisory Vote on Compensation of Named Executive Officers | 66 | | Proposal 3: Approval of the Genesco Inc. Second Amended and Restated 2020 Equity Incentive Plan | 67 | | Audit Matters | 80 | | Proposal 4: Ratification of Independent Registered Public Accounting Firm | 80 | | Proposals for the 2025 Annual Meeting | 84 | | Financial Statements Available | 85 | | Appendix A — Genesco Inc. Second Amended and Restated 2020 Equity Incentive Plan | A-1 |
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS The Board currently has nine directors, all of which are standing for re-election at the meeting. The nine directors standing for re-election at the meeting will hold office until the next annual meeting of shareholders and/or until their successors are elected and qualified. A majority of the votes cast by the shares entitled to vote in the election is required to elect a director. All of the nominees are presently serving as directors, and all have agreed to serve if elected. All nominees have previously been elected by the Company’s shareholders. The shares represented by valid proxies will be voted FOR the election of the following nominees, unless the proxies specify otherwise. If any nominee becomes unable or unwilling to serve prior to the Annual Meeting, the Board may reduce the number of directors comprising the Board, as permitted by the Company’s Second Amended and Restated Bylaws (the “Bylaws”), or the proxies will be voted for a substitute nominee recommended by the Board. The Board unanimously recommends that the shareholders vote FOR all of the director nominees.
Information Concerning Nominees
Information Concerning Nominees All the Company’s directors have demonstrated business acumen, the ability to exercise sound business judgment, and a commitment to serve the Company as directors. They also bring a variety of professional backgrounds and leadership experience that contribute to the effectiveness of the Board in fulfilling its responsibilities to the Company. Set forth below is biographical information about each director and a discussion of factors in his or her experience that the Board views as supporting his or her continued service on the Board. JOANNA BARSH, 71, Independent Consultant; Senior Partner Emeritus, McKinsey & Company. Ms. Barsh joined the Board in November 2013. She became a senior partner emeritus of McKinsey & Company, a global management consulting firm, in March 2013, after more than 30 years with that firm, where she had been a senior partner since 1994. She is the author of several books and an expert on leadership development, growth strategy, organization effectiveness and performance transformation. Ms. Barsh has counseled companies, organizations and governments around the world in the retail, consumer products, direct selling, private equity, and media sectors on strategic and operational issues. She is a strong advocate for women, serving on New York City’s Commission on Women’s Issues for over a decade and leading ground-breaking research for The Wall Street Journal’s Women in Econ Task Force and the U.S. Chamber of Commerce. She was a member of former Secretary Clinton’s International Council of Women Business Leaders, co-chairing its Leadership Working Group. The Board believes that Ms. Barsh’s expertise gained through more than three decades of helping management teams and boards identify market opportunities, chart and implement strategies, identify and execute business transformations and navigate industry transitions, as well as her extensive research on advancing women and people of color in the workplace, provide valuable insight to the Board and management. MATTHEW M. BILUNAS, 51, Senior Executive Vice President, Chief Financial Officer, Best Buy Co., Inc. Mr. Bilunas is an experienced retail veteran, currently serving as senior executive vice president, chief financial officer for Best Buy Co., Inc., a retailer of technology products, services and solutions in North America, since May 2023, and having served as executive vice president, chief financial officer for Best Buy Co., Inc. from July 2019 to May 2023. His executive leadership responsibilities include strategic planning, FP&A, internal audit, accounting, investor relations, treasury, tax, financial services and procurement. In addition to his extensive global financial expertise, Mr. Bilunas is a seasoned operator and strategist, deeply knowledgeable about supply chain and e-commerce operations. From 2017 to 2019, he served as Best Buy’s senior vice president, enterprise and merchandise finance, a role where he served as the central finance leader. Mr. Bilunas spearheaded the company’s planning process as the enterprise FP&A leader. Mr. Bilunas has also played a vital role in positioning Best Buy as a mission driven company and an Environmental, Social and Governance leader. He began his career in public accounting at KPMG. The Board believes that Mr. Bilunas’ experience as a chief financial officer and his expertise and knowledge of accounting, auditing, internal control over financial reporting and investor relations by publicly-traded companies are valuable to the Board and to the Company. CAROLYN BOJANOWSKI, 46, Executive Vice President Merchandising, Sephora USA, a division of LVMH Moët Hennessy Louis Vuitton SE. During her 19-year tenure at Sephora USA, a division of LVMH Moët Hennessy Louis Vuitton SE, where she has served as executive vice president merchandising since September 2022, Ms. Bojanowski has made transformative contributions in omni-channel retailing, e-commerce, merchandising, marketing, and brand and product development. She is currently a member of the company’s North American Operating Committee and is responsible for sales through all of Sephora’s channels, including Sephora stores, Sephora.com and Sephora inside Kohl’s. From June 2020 to September 2022, Ms. Bojanowski served as senior vice president, general manager e-commerce; from March 2020 to June 2020, she served as senior vice president, dotcom merchandising and gift cards; and from January 2017 to March 2020, she served as vice president, Sephora.com merchandising. Ms. Bojanowski has led the company’s dotcom merchandising and marketing, and e-commerce delivery strategy, created new digital partnerships, introduced new payment methods, launched buy online pick up in store and same day delivery capabilities, and elevated the dotcom client experience in both the U.S. and Canada. A seasoned operator and accomplished strategist, Ms. Bojanowski has extensive experience working with more than 200 brands and driving growth and innovation at Sephora. The Board believes that Ms. Bojanowski’s experience in merchandising, marketing and brand development, as well as her experience in digital and e-commerce, is valuable to the Board and to the Company. JOHN F. LAMBROS, 58, Managing Director and Co-Head U.S. Technology Group, Head Global Digital Media & Entertainment, Houlihan Lokey. Mr. Lambros is managing director and co-head U.S. Technology Group, and head global digital media & entertainment at Houlihan Lokey. He previously served as president of GCA-U.S., a global investment bank, serving as the head of its digital media banking practice. He also served as a member of its board of directors and executive committee and serves as a member of the board of directors of GCA Corporation, its parent company (TYO: 2174). Mr. Lambros has been an active advisor to and operator in the digital media and emerging technology markets. As an investment banker, Mr. Lambros has led more than 250 public and private market financings, merger and acquisition transactions, recapitalizations, joint ventures and senior and subordinated debt financings. From 2000 to 2003, he was senior vice president of business development for Into Networks, a broadband technology company. From 1993 to 2000, Mr. Lambros was a banker at Morgan Stanley & Co., where he served as a vice president and member of the global communications group focused on advising emerging telecommunications, media and technology clients. The Board considers Mr. Lambros’ experience in corporate finance, digital media, emerging technology sectors, as well as his experience with strategic portfolio reviews, M&A, transaction matters and capital markets to be beneficial to Genesco’s Board. THURGOOD MARSHALL, JR., 67, Retired Partner, Morgan, Lewis & Bockius LLP. Mr. Marshall, who joined Genesco’s Board in 2012, was a partner in the Washington, D.C. office of the law firm of Morgan, Lewis & Bockius LLP until his retirement in September 2019. He serves on the board of EN+ Group (LSE:ENPL & MOEX:ENPG), a publicly traded multinational producer of hydropower and low-carbon aluminum. He also serves on the board of CoreCivic Inc. (NYSE: CXW), a publicly-traded, full-service corrections management and real estate solutions provider. He is a former board member of the Ethics Compliance and Certification Institute, the United States Postal Service and the Ford Foundation. Mr. Marshall works at the intersection of law, business, politics and policy. He has practiced law, held senior government appointments, and he serves on an array of corporate and non-profit boards. Mr. Marshall’s professional background includes service in all three branches of the federal government and in the
Information Concerning Nominees
private sector. Prior to joining a predecessor of Morgan, Lewis & Bockius LLP as a partner in 2001, he served in roles including Assistant to the President and Cabinet Secretary from 1997 to 2001, co-chair of the White House Olympic Task Force in connection with the 2002 Winter Olympics, director of legislative affairs and deputy counsel to the Vice President, counsel to the Senate Judiciary Committee, the Committee on Commerce, Science & Transportation, and the Governmental Affairs Committee, and as a judicial clerk to the Honorable Barrington D. Parker of the U.S. District Court for the District of Columbia. The Board believes that Mr. Marshall’s extensive experience in government service, insight into regulatory affairs, and his expertise in corporate governance and oversight, ethics and risk management and stakeholder relations gained through service as a director in for-profit, non-profit, and public sectors, bring unique and valuable perspective to Genesco. ANGEL R. MARTINEZ, 69, Retired Chief Executive Officer and Chairman of the Board of Directors, Deckers Brands. Mr. Martinez served as chief executive officer and president of Deckers Brands (formerly known as Deckers Outdoor Corporation) (NYSE: DECK), a footwear designer and distributor whose brands include UGG, Teva, Sanuk, Hoka and Koolaburra, from April 2005 until his retirement in June 2016, as executive chairman of the board from 2008 until June 2016, and as non-executive chairman of the board from June 2016 until September 2017. Prior to joining Deckers, Mr. Martinez was co-founder of Keen LLC, an outdoor footwear manufacturer, and served as its president, chief executive officer and vice chairman from April 2003 to March 2005. Prior thereto, he served as executive vice president and chief marketing officer of Reebok International Ltd. and as chief executive officer and president of The Rockport Company, a subsidiary of Reebok International Ltd. He currently serves on the board of directors and is a member of the audit committee of Korn Ferry (NYSE: KFY) and served on the board of directors and as a member of the compensation committee of Tupperware Brands Corporation (NYSE: TUP) from 1998 to 2020. The Board believes that Mr. Martinez’s 40 years of experience in the retail footwear industry and his operational and strategic knowledge, including his expertise in capital allocation, navigating and leading industry transitions and business transformation, and human capital management, gained through his experience as a leader and board member of other publicly-traded companies brings valuable insight to the Board and the Company. MARY E. MEIXELSPERGER, 63, Chief Financial Officer, Valvoline Inc. Mary E. Meixelsperger is chief financial officer of Valvoline Inc. (NYSE: VVV) and has served in that role since June 2016. Valvoline is a leading provider of automotive preventative maintenance services in its more than 1,900 retail stores throughout the United States and Canada. Prior to joining Valvoline Inc., Ms. Meixelsperger was senior vice president and chief financial officer of DSW Inc. (NYSE: DSW), now operating as Designer Brands Inc. (NYSE: DBI), one of North America’s largest designers, producers and retailers of footwear and accessories, from April 2014 to June 2016, and held the roles of chief financial officer, controller and treasurer at Shopko Stores from 2006 to 2014. Ms. Meixelsperger also served as a director of a wholly-owned subsidiary of Valvoline Inc. and served as a director of Valvoline Cummins Private Ltd., a joint venture between Valvoline Inc. and Cummins India from 2017 to 2020. She also serves as Immediate Past Chairperson of the United Way of the Bluegrass. Ms. Meixelsperger has over thirty years of experience in various aspects of finance, accounting, risk management, business development, strategic planning, and information technology, and has served in senior leadership roles at several companies, including shoe retailer, DSW, and automotive services company, Valvoline. The Board believes that Ms. Meixelsperger’s decades of experience as a chief financial officer, her expertise and knowledge of accounting, auditing, and internal control over financial reporting by publicly-traded companies, and her experience with omni-channel strategy and the specialty footwear retail industry will be valuable to the Board and to the Company. GREGORY A. SANDFORT, 69, Lead Independent Director; Former Chief Executive Officer and Director, Tractor Supply Company. Gregory A. Sandfort served as chief executive officer of Tractor Supply Company (Nasdaq: TSCO) from May 2016 to January 2020 and as a member of the board of directors of Tractor Supply from February 2013 to May 2020. Following his retirement, he served as strategic advisor and consultant to Tractor Supply from January to August 2020. Mr. Sandfort served as president and chief executive officer of Tractor Supply from December 2012 to May 2016 and as president and chief operating officer of Tractor Supply from February 2012. Mr. Sandfort also previously served in the roles of president and chief merchandising officer and executive vice president – chief merchandising officer of Tractor Supply. Mr. Sandfort served as president and chief operating officer at Michaels Stores, Inc. from March 2006 to August 2007 and as executive vice president – general merchandise manager at Michaels Stores, Inc. from January 2004 to February 2006. Mr. Sandfort has also served as a director of WD-40 Company (Nasdaq: WDFC) since 2011 and as Chair of the Board of WD-40 Company since October 2020. He was also formerly a director of Kirkland’s, Inc. (Nasdaq: KIRK). With over 40 years of experience in the retail industry, Mr. Sandfort brings a wealth of knowledge regarding all facets of Genesco’s industry and retail, including merchandising, marketing, brand management, operations, strategic planning, human resource management and logistics. The Board considers his broad-based experience in the retail industry, his expertise in capital allocation and his understanding of customer dynamics and shifting consumer preferences and ability to leverage such understanding to successfully lead business transformations to be valuable to the Board and to the Company. MIMI E. VAUGHN, 58, Board Chair, President and Chief Executive Officer. Ms. Vaughn joined the Company in September 2003 as vice president of strategy and business development. She was named senior vice president, strategy and business development in October 2006, senior vice president of strategy and shared services in April 2009 and senior vice president – finance and chief financial officer in February 2015. In May 2019, Ms. Vaughn was named senior vice president and chief operating officer and continued to serve as senior vice president-finance and chief financial officer until her successor was appointed in June 2019. In October 2019, Ms. Vaughn was appointed to become president and chief executive officer of the Company on February 2, 2020 and was appointed as a director effective October 30, 2019. Ms. Vaughn has also served as a director of Five Below, Inc. (Nasdaq: FIVE) since September 2023. Prior to joining the Company, Ms. Vaughn was executive vice president of business development and marketing, and acting chief financial officer from 2000 to 2001, for Link2Gov Corporation in Nashville. From 1993 to 1999, she was a consultant at McKinsey & Company in Atlanta. Ms. Vaughn brings to the Board proven and critical experience and leadership developed by serving in multiple positions with the Company for more than 20 years. With her background in strategy and corporate finance, and her experience in the retail industry, the Board believes Ms. Vaughn is the appropriate person to lead the Company in executing its footwear focused strategy.
Anti-Hedging Policy for Directors and Officers
Anti-Hedging Policy for Directors and Officers The Board has adopted a policy prohibiting hedging against future declines in the market value of the Company’s securities by directors and officers of the Company. This policy prohibits directors and officers from directly or indirectly engaging in any hedging transaction that eliminates or limits economic risk with respect to the director’s or officer’s interest in the Company’s securities, including any compensation awards the value of which are derived from, referenced to or based on the value or market price of the Company’s securities. The policy reflects the Board’s judgment that hedging transactions decrease alignment between the interests of the officers and directors and those of the shareholders, undermining the objectives underlying stock-based compensation and the share ownership policy for officers and directors.
Compensation Philosophy
| - | Mario Gallione, former senior vice president of the Company and president, Journeys Group. See “Compensation Discussion and Analysis—Other Compensation—Change of Control Arrangements, Severance Plans and Arrangements with Mr. George and with Mr. Gallione,” for a description of the termination-related arrangements with Mr. Gallione. |
Compensation Changes beginning in Fiscal 2024
Compensation Changes beginning in Fiscal 2024 The Company’s executive compensation program is designed to attract, retain, and motivate top-level talent who possess the skills and leadership necessary to grow the business and enable long-term value creation. To ensure that management’s interests are aligned with those of the Company’s shareholders and to motivate and reward individual initiative and effort, the Company’s executive compensation program emphasizes a pay-for-performance compensation philosophy so that attainment of Company and individual performance goals are rewarded. The committee annually reviews and analyzes market trends (including compensation market data from an approved peer group of companies) and adjusts the design and operation of the Company’s executive compensation program from time to time as it deems appropriate. While the committee’s compensation philosophy remains unchanged, in connection with its review of the compensation program in Fiscal 2023, the committee determined that it was in the best interests of the Company and its shareholders to make certain modifications to the program beginning in Fiscal 2024. Based on the committee’s analysis, with the input of its compensation consultant and other outside advisors, as well as feedback from shareholders, the committee determined to simplify the EVA Plan and introduce a new component of its long-term equity-based incentive program by making grants of performance-based restricted share units (“PSUs”) as described in more detail below. The committee made several changes to the EVA Plan aimed at reducing the volatility, providing a cap on payouts and minimizing perceived complexity in the plan. In furtherance of those goals, in March 2023, the committee adopted the Fourth Amended and Restated EVA Incentive Compensation Plan to, among other things, (i) simplify target setting, (ii) reduce payout curve leverage to reduce payout volatility, (iii) provide that only zero or positive bonuses can be earned, (iv) eliminate contributions to bonus banks (negative or positive) beginning in Fiscal 2024 and phase out bonus banks entirely by the end of Fiscal 2026, and (v) cap bonuses at three times target. The amended plan also establishes certain transitional rules for bonus banks existing at Fiscal 2023 year end as such bonus banks are phased out. These transitional rules require the repayment of any legacy negative bonus bank over Fiscal 2024, 2025 and 2026 consistent with the plan’s historical banking provisions. In addition, to align Genesco’s long-term incentive plan with typical market practice and shift leverage from the EVA Plan to equity, beginning in Fiscal 2024, members of senior management received 50% of their annual long-term incentive grant value in the form of PSUs. For awards made in Fiscal 2024, the performance targets are based on cumulative adjusted operating income by business unit over a three-year period ending on January 31, 2026. The vesting schedule of time-based restricted shares has also been reduced from four years to three years to align with market practice. Going forward, the committee will continue to evaluate the equity program and performance metrics to ensure alignment of executives’ interests with those of shareholders.
Other Named Executive Officers (Group Average)
B. Annual Incentive Compensation. (i) Overview. Executive officers participated in the EVA Plan in Fiscal 2024, which is designed to reward increasing earnings in an amount sufficient to provide a return on capital greater than the Company’s cost of capital. The committee believes that the EVA Plan, which rewards executives for successfully executing shorter-term business goals, has adequately aligned pay and performance. All named executive officers are participants in the EVA Plan. The EVA Plan also incorporates a provision making a portion of each participant’s award contingent on the achievement of individual strategic goals to provide an incentive for strategic and operational objectives that may not be immediately reflected in the annual financial performance of the participant’s business unit. The compensation committee annually sets target bonus levels based on the Company’s peer group and survey comparisons of target bonuses as a percentage of base salary and target total cash compensation. The chief executive officer also provides input to the committee on target bonus levels for positions other than his or her own. (ii) Bonus Targets. The following table sets forth target bonuses as a percentage of base salary for the named executive officers for Fiscal 2024:
Other Named Executive Officers (Group Average)
| Named Executive Officer | Target Bonus as a Percentage of Base Salary | | Mimi E. Vaughn | 125% | | Thomas A. George | 75% | | Scott E. Becker | 65% | | Parag D. Desai | 75% | | Daniel E. Ewoldsen | 60% | | Mario Gallione | 75% |
Other Named Executive Officers (Group Average)
The named executive officers’ target bonuses as a percentage of base salary were unchanged from Fiscal 2023 except for Ms. Vaughn whose target bonus was increased from 110% to 125%, Mr. George whose target bonus was increased from 70% to 75%, and Mr. Becker whose target bonus was increased from 62% to 65%, in each case in an effort to more closely align their target cash compensation with external benchmarks. Mr. Ewoldsen’s target bonus was also increased from 55% to 60% in recognition of his performance leading Johnston & Murphy. (iii) Award Components. The named executive officers participating in the EVA Plan in Fiscal 2024 were eligible to receive a fraction or multiple of their target awards capped at 300% based on the factors described below. Participants were eligible to earn cash awards equal to the sum of (a) 75% of their bonus targets multiplied by a factor determined by changes in Economic Value Added (“EVA”) (the “EVA change factor”) for their respective business units or for the Company as a whole for the year, and (b) 25% of the targets multiplied by (i) the EVA change factor for their respective business units for the year and (ii) the percentage of achievement of individual strategic goals (discussed in greater detail below) agreed upon by the participant and the chief executive officer (and by the committee and the chief executive officer with respect to the chief executive officer’s strategic goals) during the first quarter of the fiscal year. For Fiscal 2024, the committee assigned the business unit allocation of the chief executive officer and the chief executive officer assigned each other participant’s business unit allocation, who also determined the weighting of the various business unit components for participants with responsibility for multiple units. The allocations of the chief executive officer were also approved by the committee. Among the named executive officers participating in the EVA Plan in Fiscal 2024, Ms. Vaughn, Mr. George, Mr. Desai and Mr. Becker were assigned 100% to the Corporate Total business unit; Mr. Ewoldsen was assigned 100% to the Johnston & Murphy business unit; and Mr. Gallione was assigned 100% to the Journeys Group business unit. See “Bonus Calculation Factors,” below, for additional information on the performance factors for each named executive officer’s business unit and for the Company as a whole for Fiscal 2024. (iv) EVA Calculations. EVA for Fiscal 2024 was determined by subtracting from a business unit’s net operating profit after taxes (“NOPAT”) a charge of 10% of the average net assets (total assets minus non-interest bearing liabilities) employed to generate the profit. The 10% capital charge represented the Company’s estimate of its weighted average cost of debt and equity capital. The EVA Plan is designed to encourage efficient use of assets, since profit improvement that is less than 10% of the incremental net assets employed reduces the participant’s bonus. Incentive awards are determined by the amount of actual EVA change during the year relative to EVA change targets for the year. NOPAT and net assets employed for EVA Plan purposes are not necessarily the same as the corresponding accounting measures calculated in accordance with U.S. generally accepted accounting principles (“GAAP”) for financial reporting purposes. The Company’s NOPAT for purposes of the EVA Plan in Fiscal 2024 was calculated by (a) adjusting reported earnings from operations upward by the following amounts which adjustments were approved at the beginning of the plan year:
Other Named Executive Officers (Group Average)
| • | $6.1 million related to the difference between recorded bonus expense under GAAP and a one-time target bonus; |
Other Named Executive Officers (Group Average)
(v) Bonus Calculation Factors. The following table shows for the business unit of each named executive officer in Fiscal 2024: (a) the amount of EVA improvement required to earn a target bonus award (the “Expected Improvement” or “EI”), (b) the incremental EVA change required to earn each additional whole-number multiple of the target (the “Leverage Interval” or “LI”), (c) the EVA change for the business unit, and (d) the multiple of the target bonus actually earned. Fractional multiples are earned for incremental changes less than the full improvement interval shown in column (b).
Other Named Executive Officers (Group Average)
In Fiscal 2024, based on the goals to reduce volatility, shift leverage and minimize perceived complexity in the plan, each business unit’s target for EVA improvement (shown in column (a), above) was set by the committee based on the long-term average EVA growth of the Company and its peers, which has been relatively flat, while maintaining a reasonable growth ambition. The incremental improvement interval (shown in column (b), above), is both the amount of additional EVA improvement above the amount in column (a) that is required to earn a bonus of two times the participant’s target and also the amount of shortfall from the column (a) target that will result in a zero bonus. For Fiscal 2024, the committee set the incremental improvement interval based on the historical NOPAT variability of the Company and its peers so that bonus multiples would be expected to be in the 0x to 2x range approximately 70% of the time. The EVA improvement and incremental improvement percentage are expected to be revisited at least every three years. While the bonus bank features of the EVA Plan have been eliminated, performance above 300% or below 0% may be addressed by the committee electing to reduce or increase all or a portion of the Expected Improvement and Leverage Interval targets in subsequent years to reward overachievement or hold management accountable for underachievement for prior year performance. (vi) Individual Strategic Objectives. As noted above, the payment of 25% of each participant’s annual incentive award for EVA improvement is contingent on the participant’s achievement of individual strategic goals agreed upon in advance with the participant’s supervisor. Not achieving all individual strategic goals for a given fiscal year can reduce an EVA Plan award that is otherwise payable, but performance meeting or exceeding these strategic goals cannot serve to increase the amount of any such award. Individual strategic goals for the named executive officers typically involve initiatives that the executive officers consider important to the long-term prospects of the participants’ business units, but that may not be adequately rewarded by the portion of the bonus calculated on current financial performance. Examples could include retail divisions’ opening a targeted number of new retail stores on schedule, implementation of an operational improvement or cost reduction program, or a business unit’s launch of a new retail concept or product line. No individual strategic goal was material to any named executive officer’s compensation or to any component of it in Fiscal 2024. The participant’s supervisor, generally in consultation with the participant, determines whether and to what extent the participant’s individual strategic goals have been met. Certain strategic goals are quantitative, allowing an objective determination of the extent to which they are achieved, while others are more qualitative in nature, requiring a subjective determination of achievement. The EVA Plan permits full credit for strategic goals if they have been at least 95% achieved. No portion of the award for achievement of individual strategic goals is ordinarily to be paid unless some portion of the applicable award for operating results is earned, although the EVA Plan authorizes the committee to consider exceptions for extraordinary strategic successes upon the recommendation of the chief executive officer. No exceptions of this nature have ever been made. (vii) Historical Bonus Bank. The historical banking feature under the EVA Plan was eliminated beginning in Fiscal 2024. Beginning in Fiscal 2024, awards for EVA results are capped at three times target and “negative awards” for results less than target are no longer possible. For Fiscal 2024, fifty percent of a named executive officer’s award in excess of two times the target bonus was required to be withheld to “repay” any negative bonus bank amount existing at Fiscal 2023 year-end. Consistent with the historical program design, any remaining negative balance from a single year will be canceled to the extent not repaid after three subsequent years, such that all negative balances will be eliminated by Fiscal 2026. Including Fiscal 2024 adjustments, remaining bonus bank balances for the named executive officers are as follows:
Other Named Executive Officers (Group Average)
Bonuses reported in column (g) of the Summary Compensation Table below are cash bonuses actually payable for the years indicated, reflecting, where applicable, reductions of amounts otherwise payable by the recapture of previously accrued negative balances pursuant to the prior “banking” feature of the EVA Plan and positive bank balances held back in prior years that became payable for the year indicated because of performance in that year. For Fiscal 2024, none of the named executive officers earned a bonus payment under the EVA Plan. C. Stock-Based Compensation. For Fiscal 2024, the Committee introduced PSUs into the long-term incentive compensation program, further linking the compensation of the Company’s named executive officers with Company performance. Each named executive officer’s long-term incentive compensation was awarded 50% in restricted stock and 50% in PSUs. Grants of restricted stock and PSUs to executive officers and other key employees of the Company are intended to provide them with an incentive to make decisions that are in the long-term best interests of the Company and to balance the shorter-term annual cash incentive component of executive compensation. Stock-based compensation is also intended to align the financial interests of management with those of the Company’s shareholders. The value of a share of restricted stock is dependent upon the Company’s stock price performance. Grants of PSUs are designed to reward the Company’s executive officers for creating long-term shareholder value. If the performance thresholds are not met, the PSUs do not vest and the executive does not receive compensation. If the performance thresholds and the service conditions are met, PSUs vest and a vested PSU represents the full value of a share of the Company’s common stock. The value of restricted stock and PSUs can either increase or decrease based on the trading price of the Company’s stock. (i) Restricted Stock. The grant date fair value of restricted shares granted in April 2023 for each named executive officer (other than Mr. George whose award was granted in June 2023) is as follows:
Other Named Executive Officers (Group Average)
| (1) Mr. George received a one-time grant of restricted stock in June 2023 in connection with the extension of his employment arrangement with the Company. |
Other Named Executive Officers (Group Average)
| (2) Mr. Gallione’s restricted stock award was forfeited in connection with his retirement on February 3, 2024. |
Other Named Executive Officers (Group Average)
The restricted stock is subject to forfeiture upon termination of the grantee’s employment prior to vesting, which, for the Company’s annual award grant in April 2023, occurs in three equal annual increments from the date of grant. Mr. George’s grant of restricted stock in June 2023 vests fifty percent on the first anniversary of the date of grant and the remainder upon the Company’s filing of its Annual Report on Form 10-K in March 2025 (the “2025 Annual Report”). Prior to Fiscal 2024, awards of restricted stock generally vested in four equal annual increments. The Committee determined to shorten the vesting period with respect to restricted stock to align with market practice. (ii) PSUs. The number of PSUs that vest, if any, is based upon the achievement of targeted performance metrics and can range from 50% of target (at threshold) to 200% of target (at maximum) (or 0%, if performance is below the threshold level). The performance metric for the PSUs granted in Fiscal 2024 is cumulative adjusted operating income by business unit over the three year period ending January 31, 2026 compared to a target level of achievement set by the committee. Among the named executive officers receiving PSUs in Fiscal 2024, Ms. Vaughn, Mr. Desai and Mr. Becker were assigned 100% to the Corporate Total business unit; Mr. Ewoldsen was assigned 100% to the Johnston & Murphy business unit; and Mr. Gallione was assigned 100% to the Journeys Group business unit. The target level of achievement was set by the committee after considering a number of factors including the Company’s long-term business plan, general economic conditions, performance trends in the retail industry, growth rates of comparable retailers and investor expectations. The performance goals were designed to be challenging but achievable if the Company successfully executes on its long-term business plan over the three-year performance period. The grant date fair value of PSUs granted in April 2023 for each named executive officer (other than Mr. George who did not receive a PSU grant) is as follows:
Other Named Executive Officers (Group Average)
| (1) As a result of his retirement, Mr. Gallione will be entitled to receive a pro rata portion of any PSUs earned based on the Journeys Group business unit performance through the performance period based on the number of days worked during the performance period. |
Other Named Executive Officers (Group Average)
The value of the PSU grants reflects the grant date fair value of the awards assuming target level of achievement, and actual achievement may be higher or lower than the target and the actual number of shares awarded may be more or less. Once the performance period ends, the committee will determine whether the targets were met and, if so, the corresponding level of achievement. If the applicable performance targets are met by a business unit, the PSUs granted in Fiscal 2024 will vest 100% on January 31, 2026, subject to continued employment through the vesting date. (iii) Total Long-Term Equity Incentive Compensation. Total long-term equity incentive compensation increased by the following amounts for each of the named executive officers for Fiscal 2024. The committee determined to increase the total value of long-term equity incentive compensation for the named executive officers in connection with the transition from long-term equity incentive compensation in the form of restricted stock to 50% restricted stock and 50% PSUs since the PSUs have a three-year performance and cliff vesting period, while restricted stock has historically vested ratably over a three or four year period.
Other Named Executive Officers (Group Average)
(iv) Timing of Awards. Stock-based incentive awards in the form of restricted stock and PSUs are typically granted to executive officers and other key employees once annually. The committee does not award stock-based incentive grants in relation to the Company’s release of material information. Historically, with limited exceptions, prior to Fiscal 2024 awards had been made in June. Beginning in Fiscal 2024, in connection with the committee setting performance targets for PSUs and to align with customary practice, awards were granted in April 2023, and awards are expected to continue to be made in the spring. (v) Ownership Guidelines. The Company’s officers are subject to share ownership guidelines. See “Security Ownership of Officers, Directors and Principal Shareholders — Director and Executive Officer Ownership Guidelines.” 4. Other Compensation. A. Change of Control Arrangements, Severance Plans and Arrangements with Mr. George and with Mr. Gallione. (i) Change of Control Arrangements and Severance Plan. All the named executive officers other than Mr. George are parties to employment protection agreements, which become effective only in the event of a change of control (as defined in the agreements). Each agreement provides for employment by the Company for a term of up to three years following a change of control. In the event that the executive’s employment is terminated under certain circumstances during the contractual employment period after a change of control, the executive is entitled to a lump sum payment and the continuation of certain benefits, as described below under the heading “Change of Control Arrangements and Severance Plans.” Additionally, awards made by the Company under the Second Amended and Restated 2009 Equity Incentive Plan and the Amended and Restated 2020 Equity Incentive Plan become immediately vested and exercisable upon a “change of control” unless the award is assumed by the acquirer or new rights meeting certain conditions are substituted therefor. The Company maintains a Severance Plan for monthly-paid salaried employees to provide for certain benefits to covered employees (including the named executive officers) in the event of a Company-initiated separation from the Company other than for cause (as defined in the Severance Plan). Under the terms of the Severance Plan, an eligible employee is entitled to one week of base salary at the termination date multiplied by each year of service with the Company with a maximum of 24 weeks and a minimum of two weeks. The Severance Plan is discussed in further detail under the heading “Change of Control Arrangements and Severance Plans.” Effective May 2, 2024, the Company maintains an Executive Severance Plan for certain executive employees to provide for certain benefits in the event employment is terminated (i) by the Company for any reason other than for Cause (as defined in the Executive Severance Plan), death or disability, or in connection with certain sale transactions whereby the participant is offered a Suitable Position (as defined in the Executive Severance Plan), or (ii) by the employee for Good Reason (as defined in Executive Severance Plan) (each such termination, a “Covered Termination”). Under the terms of the plan, upon a Covered Termination, such an employee is eligible to receive monthly cash severance payments in an aggregate amount equal to (i) twelve (12) months of such employee’s base salary or, in the case of an employee who is the chief executive officer of the Company, twenty-four (24) months of such employee’s base salary and (ii) twelve (12) months of COBRA Premiums (as defined in the Executive Severance Plan) or, in the case of an employee who is the chief executive officer of the Company, twenty-four (24) months of COBRA Premiums. The Company believes that reasonable severance and change of control benefits are necessary in order to recruit and retain effective senior managers. These severance benefits reflect the fact that it may be difficult for such executives to find comparable employment within a short period of time and are a product of a recruiting environment within our industry that has historically been competitive. The Company also believes that a change of control arrangement will provide an executive security that will likely reduce the reluctance of an executive to pursue a change of control transaction that could be in the best interests of shareholders. (ii) Arrangements with Mr. George. On January 30, 2022, Mr. George was promoted to senior vice president — finance and chief financial officer. Mr. George continued to receive an annual base salary of $500,000 and was entitled to receive a target incentive award for Fiscal 2023 and Fiscal 2024 under the EVA Plan equal to 70% of his base salary (the “EVA Incentive Award”). On June 21, 2023, Mr. George and the Company agreed to extend Mr. George’s employment through the filing of the 2025 Annual Report. In connection with the extension, the Company agreed to increase Mr. George’s annual base salary for Fiscal 2025 to $530,000 (Mr. George has subsequently agreed to keep his salary at $500,000 for Fiscal 2025) and increase his target incentive award for Fiscal 2024 and Fiscal 2025 to 75% of his base salary. In October 2021, Mr. George received a grant of restricted stock under the Amended and Restated 2020 Equity Incentive Plan with a grant date fair value equal to $1,480,000 (which was intended to cover his full two-year employment period through March 2024). The award vested 25% on the first anniversary of the grant date, 25% on the second anniversary of the grant date and 50% at the anticipated end of the employment period in March 2024. In connection with his employment extension, Mr. George was granted restricted stock valued at $75,000 on June 21, 2023. Fifty percent of these shares vest on the first anniversary of the date of grant and the remainder vest upon the Company’s filing of the 2025 Annual Report. Mr. George was also granted restricted stock in April 2024 valued at $745,000 which shares vest on the date of filing of the 2025 Annual Report. Like other awards under the Amended and Restated 2020 Equity Incentive Plan, the award is subject to the Amended and Restated 2020 Equity Incentive Plan’s “change of control” provisions. In addition, upon Mr. George’s death, disability or involuntary termination without cause, vesting of any unvested portion of the restricted stock grants will be accelerated. Upon voluntary termination or termination with cause, any unvested awards will be forfeited. Mr. George will also be paid a $15,000 lump sum stipend per quarter in each quarter beginning January 1, 2022 until termination of employment in lieu of relocation assistance.
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE The table below summarizes the total compensation earned by each of the named executive officers for Fiscal 2024, Fiscal 2023 and Fiscal 2022.
SUMMARY COMPENSATION TABLE
| | Fiscal Year (b) | Salary ($) (c)(1) | Bonus ($) (d) | Stock Awards ($) (e)(3)(4) | Option Awards ($) (f) | Non-Equity Incentive Plan Compensation ($) (g)(5) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (h) | All Other Compensation ($) (i)(6) | Total ($) (j) | | Mimi E. Vaughn | 2024 | 1,025,000 | -0- | 3,183,204 | -0- | -0- | -0- | 41,831 | 4,250,035 | | Chair of the Board, President and | 2023 | 999,500 | -0- | 2,674,267 | -0- | -0- | -0- | 37,448 | 3,711,215 | | Chief Executive Officer | 2022 | 865,000 | -0- | 5,113,804 | -0- | 2,751,000 | -0- | 36,654 | 8,766,458 | | Thomas A. George(2) | 2024 | 500,000 | -0- | 60,235 | -0- | -0- | -0- | 82,744 | 642,979 | | Senior Vice President-Finance and | 2023 | 500,000 | -0- | -0- | -0- | -0- | -0- | 81,536 | 581,536 | | Chief Financial Officer | 2022 | 500,000 | 125,000 | 1,478,455 | -0- | 500,000 | -0- | 12,352 | 2,615,807 | | Scott E. Becker | 2024 | 450,000 | -0- | 445,300 | -0- | -0- | -0- | 23,122 | 918,422 | | Senior Vice President, General Counsel | 2023 | 441,000 | -0- | 433,154 | -0- | -0- | -0- | 24,584 | 898,738 | | and Corporate Secretary | 2022 | 428,401 | -0- | 1,398,134 | -0- | 795,600 | -0- | 22,955 | 2,645,090 | | Parag D. Desai | 2024 | 417,000 | -0- | 502,246 | -0- | -0- | -0- | 17,089 | 936,335 | | Senior Vice President Chief Strategy and | 2023 | 417,000 | -0- | 487,434 | -0- | -0- | -0- | 16,649 | 921,083 | | Digital Officer | 2022 | 405,500 | -0- | 1,552,118 | -0- | 912,375 | -0- | 15,019 | 2,885,012 | | Daniel E. Ewoldsen | 2024 | 365,000 | -0- | 345,476 | -0- | -0- | -0- | 32,210 | 742,686 | | Senior Vice President and President of Johnston & Murphy | 2023 | 355,000 | -0- | 331,976 | -0- | 410,025 | -0- | 30,263 | 1,127,264 | | Mario Gallione | 2024 | 420,000 | -0- | 614,354 | -0- | -0- | -0- | 28,324 | 1,062,678 | | Former Senior Vice President | 2023 | 510,000 | -0- | 596,212 | -0- | -0- | -0- | 30,858 | 1,137,070 | | and President of the Journeys Group | 2022 | 491,683 | -0- | 1,724,895 | -0- | 1,106,283 | -0- | 38,585 | 3,361,446 |
SUMMARY COMPENSATION TABLE
| (1) The amounts in column (c) include salary voluntarily deferred in the Defined Contribution Plan and the Deferred Income Plan described under the heading “Other Compensation — Defined Contribution and Deferred Income Plans” in the “Compensation Discussion and Analysis” section, above, in the following amounts: |
SUMMARY COMPENSATION TABLE
| | Amount Deferred ($) | | | | | Fiscal 2024 | Fiscal 2023 | Fiscal 2022 | | Mimi E. Vaughn | 29,407 | 27,563 | 26,063 | | Thomas A. George | 30,000 | 27,000 | 26,063 | | Scott E. Becker | 31,155 | N/A | N/A | | Parag D. Desai | 20,850 | 20,548 | 19,162 | | Daniel E. Ewoldsen | 29,198 | 27,066 | N/A | | Mario Gallione | -0- | 2,722 | 27,245 |
SUMMARY COMPENSATION TABLE
| (2) Mr. George began employment with the Company as a financial advisor on November 30, 2020. Effective December 14, 2020, Mr. George was named interim chief financial officer. Effective October 21, 2021, Mr. George was named as permanent senior vice president – finance and chief financial officer. In June 2023, |
SUMMARY COMPENSATION TABLE
| Mr. George and the Company agreed to extend Mr. George’s employment, and in connection with that extension, Mr. George was granted restricted stock having a value equal to $75,000. See “Other Compensation — Change of Control Arrangements, Severance Plans and Arrangements with Mr. George and with Mr. Gallione” in the “Compensation Discussion and Analysis” section above for a description of Mr. George’s compensation arrangement with the Company. |
SUMMARY COMPENSATION TABLE
| (3) The amounts in column (e) represent the aggregate grant date fair value of restricted stock and PSU awards (except for Mr. George who did not receive a grant of PSUs), calculated in accordance with ASC Topic 718 “Compensation — Stock Compensation” (“ASC 718”). For a description of the assumptions used by the Company in valuing those awards in Fiscal 2024, please see Note 14 to the Company’s Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 3, 2024, filed with the SEC on March 27, 2024. PSUs granted to the Company’s executives in Fiscal 2024 will vest, subject to continued employment, at the end of a three-year performance period, if the performance objectives are achieved. As further discussed in “Compensation Discussion and Analysis – Stock-Based Compensation – PSUs,” the performance metrics for the PSUs are cumulative adjusted operating income by business unit through Fiscal 2026 (i.e., a three-year performance period). |
SUMMARY COMPENSATION TABLE
| (4) The stock awards for all years presented includes the value of restricted stock and PSUs (except for Mr. George who did not receive a grant of PSUs) as of the grant date. The award value included in the table above for PSUs in Fiscal 2024 is based on the grant date fair value of the awards assuming target level achievement, which we have determined in accordance with share-based compensation accounting rules, to be the probable level of achievement of the performance metrics underlying those awards as of the grant date. The table below shows the grant date fair value of PSUs granted to each named executive officer during Fiscal 2024, assuming that: (i) the Company’s performance with respect to those performance metrics will be at target levels (i.e., probable performance) and (ii) the Company’s performance with respect to those performance metrics will be at levels that result in maximum payout. |
SUMMARY COMPENSATION TABLE
| Name | Fiscal Year of Grant | Grant Date Fair Value (Probable Performance) | Grant Date Fair Value (Maximum Performance) | | Mimi E. Vaughn | 2024 | 1,591,602 | 3,183,204 | | Thomas A. George | 2024 | N/A | N/A | | Scott E. Becker | 2024 | 222,650 | 445,300 | | Parag D. Desai | 2024 | 251,123 | 502,246 | | Daniel E. Ewoldsen | 2024 | 172,738 | 345,476 | | Mario Gallione | 2024 | 307,177 | 614,354 |
SUMMARY COMPENSATION TABLE
| (5) The amounts in column (g) are cash awards under the Company’s EVA Plan, discussed in greater detail under the headings “Elements of Direct Compensation — Annual Incentive Compensation” in the “Compensation Discussion and Analysis” section, above. They include amounts voluntarily deferred by the named executive officers in the Company’s 401(k) Plan and Deferred Income Plan, discussed under the heading “Other Compensation — Defined Contribution and Deferred Income Plans” in the “Compensation Discussion and Analysis” section, above. Of the amounts reported in column (g), the named executive officers elected to defer the following amounts in the 401(k) Plan and/or the Deferred Income Plan: |
SUMMARY COMPENSATION TABLE
| | Amount Deferred ($) | | | | Name | Fiscal 2024 | Fiscal 2023 | Fiscal 2022 | | Mimi E. Vaughn | -0- | -0- | 9,031 | | Thomas A. George | -0- | -0- | -0- | | Scott E. Becker | -0- | -0- | -0- | | Parag D. Desai | -0- | -0- | -0- | | Daniel E. Ewoldsen | -0- | 7,100 | — | | Mario Gallione | -0- | -0- | -0- |
SUMMARY COMPENSATION TABLE
Bonuses reported in column (g) of the Summary Compensation Table are bonuses actually payable for the years indicated, reflecting, where applicable, reductions of amounts otherwise payable by the recapture of previously accrued negative balances pursuant to the prior “banking” feature of the EVA Plan and positive bank balances held back in prior years that became payable for the year indicated because of performance in that year. No named executive officer had a positive “bank” balance at the end of Fiscal 2023. See “Annual Incentive Compensation — Historical Bonus Bank” in the “Compensation Discussion and Analysis” section, above.
SUMMARY COMPENSATION TABLE
| (6) The amounts in column (i) for Fiscal 2024 include, for the following amounts: |
SUMMARY COMPENSATION TABLE
| Name | Matching Contributions (13-a) ($) | Life Insurance Premiums (13-b) ($) | Personal Benefits (13-c) ($) | Total All Other Compensation (6) | | Mimi E. Vaughn | 13,283 | 240 | 28,308 | 41,831 | | Thomas A. George | 13,200 | 240 | 69,304 | 82,744 | | Scott E. Becker | 13,414 | 240 | 9,468 | 23,122 | | Parag D. Desai | 13,200 | 240 | 3,649 | 17,089 | | Daniel E. Ewoldsen | 13,233 | 240 | 18,737 | 32,210 | | Mario Gallione | -0- | 240 | 28,084 | 28,324 |
SUMMARY COMPENSATION TABLE
| (13-a) | Matching contributions paid under the Company’s 401(k) plan to each of the named executive officers. |
SUMMARY COMPENSATION TABLE
| (13-b) | Life insurance premium paid by the Company for the benefit of the named executive officers with a death benefit equal to their base salary up to $500,000. |
SUMMARY COMPENSATION TABLE
| (13-c) | Includes (i) for each named executive officer, (a) an employee discount on merchandise sold by the Company that is available to all employees and (b) the Company’s contribution to the named executive officer’s health and dental benefits, as applicable; (ii) stipend payments to Mr. George of $60,000 in lieu of relocation assistance; and (iii) payments of $15,042 to each of Ms. Vaughn and Messrs. Ewoldsen and Gallione pursuant to the STEP Up Plan as described under the heading “Other Compensation — Defined Contribution and Deferred Income Plans” in the “Compensation Discussion and Analysis” section above. |
GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2024
GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2024 The following table shows, for each of the named executive officers, information regarding his or her award under the Company’s EVA Plan for Fiscal 2024 and grants of restricted stock and PSUs under the Amended and Restated 2020 Equity Incentive Plan in Fiscal 2024.
GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2024
| | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Possible Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) (i)(3) | Grant Date Fair Value of Stock and Option Awards ($) (j) | | | Grant Date (b) | Threshold ($) (c) | Target ($) (d)(1) | Maximum ($) (e) | Threshold (#) (f) | Target (#) (g)(2) | Maximum (#) (h) | | | | Mimi E. Vaughn | N/A | — | 1,281,000 | 3,843,000 | | | | | | | | April 4, 2023 | | | | 21,381 | 42,762 | 85,524 | | 1,591,602 | | | April 4, 2023 | | | | | | | 42,762 | 1,591,602 | | Thomas A. George(2) | N/A | — | 375,000 | 1,125,000 | | | | | | | | — | | | | — | — | — | | | | | June 21, 2023 | | | | | | | 2,548 | 60,235 | | Scott E. Becker | N/A | — | 292,500 | 877,500 | | | | | | | | April 4, 2023 | | | | 2,991 | 5,982 | 11,964 | | 222,650 | | | April 4, 2023 | | | | | | | 5,982 | 222,650 | | Parag D. Desai | N/A | — | 312,750 | 938,250 | | | | | | | | April 4, 2023 | | | | 3,374 | 6,747 | 13,494 | | 251,123 | | | April 4, 2023 | | | | | | | 6,747 | 251,123 | | Daniel E. Ewoldsen | N/A | — | 219,000 | 657,000 | | | | | | | | April 4, 2023 | | | | 2,321 | 4,641 | 9,282 | | 172,738 | | | April 4, 2023 | | | | | | | 4,641 | 172,738 | | Mario Gallione | N/A | — | 382,500 | 1,147,500 | | | | | | | | April 4, 2023 | | | | 4,127 | 8,253 | 16,506 | | 307,177 | | | April 4, 2023 | | | | | | | 8,253 | 307,177 |
GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2024
| (1) Columns (c), (d) and (e) relate to the EVA Plan. The EVA Plan provides for target and maximum payouts as discussed in detail under the heading “Annual Incentive Compensation” in “Compensation Discussion and Analysis”. |
GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2024
| (2) The amounts in columns (f), (g) and (h) represent the threshold, target and maximum number of shares that may vest with respect to PSUs granted under the Amended and Restated 2020 Equity Incentive Plan during Fiscal 2024. The PSUs granted to the Company’s executives in Fiscal 2024 will vest, subject to continued employment, at the end of a three-year performance period, if the performance objectives are achieved. As further discussed in “Compensation Discussion and Analysis – Stock-Based Compensation-PSUs,” the performance metrics for the PSUs are cumulative adjusted operating income by business unit through Fiscal 2026 (i.e., a three-year performance period). |
GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2024
| (3) Column (i) reflects awards of restricted stock under the Amended and Restated 2020 Equity Incentive Plan, the grant date fair values of which were calculated in accordance with ASC 718 by multiplying the closing price of the Company’s common stock on the NYSE on the grant date by the number of shares granted. The awards of restricted stock granted on April 4, 2023 vest in three equal annual increments, subject to continued employment. |
OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END
OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END The following table shows, for each named executive officer, certain information concerning vested and unvested equity awards outstanding at February 3, 2024. The awards include restricted stock, PSUs and stock options, as described under the heading “Stock-Based Compensation” in the “Compensation Discussion and Analysis,” above.
OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END
| | Option Awards | | | | Stock Awards | | | | | Name (a) | Number of Securities Underlying Unexercised Options (#) Exercisable (b)(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable (c) | Option Exercise Price ($) (d) | Option Expiration Date (e) | Number of Shares or Units of Stock That Have Not Vested (#) (f)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($) (g)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (h)(2) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (i)(3) | | Mimi E. Vaughn | 26,620 | -0 | $41.41 | 02/05/2030 | 132,133 | 3,806,752 | 42,762 | 1,231,973 | | Thomas A. George | -0 | -0 | N/A | N/A | 15,016 | 432,611 | -0 | -0 | | Scott E. Becker | -0 | -0 | N/A | N/A | 26,050 | 750,501 | 5,982 | 172,341 | | Parag D. Desai | -0 | -0 | N/A | N/A | 29,309 | 844,392 | 6,747 | 194,381 | | Daniel E. Ewoldsen | -0 | -0 | N/A | N/A | 16,446 | 473,809 | 4,641 | 133,707 | | Mario Gallione | -0 | -0 | N/A | N/A | 34,280 | 987,607 | 8,253 | 237,769 |
OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END
| (1) Ms. Vaughn’s stock option award vested in four equal installments on each of February 5, 2021, 2022, 2023 and 2024. |
OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END
| (2) The shares of restricted stock (column (f)) and PSUs (column (h)) vest on the following schedule: |
OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END
| Name | Grant Date | Restricted Shares Outstanding | PSUs Outstanding | Vesting Increments | | Mimi E. Vaughn | 6/24/2020(4) | 20,343 | | 20,343 on 6/28/2024 | | | 7/1/2021(4) | 19,170 | | 9,585 on 7/1/2024 | | | | | | 9,585 on 7/1/2025 | | | 3/24/2022(5) | 12,907 | | 12,907 on 3/24/2024 | | | 6/23/2022(4) | 36,951 | | 12,317 on 6/28/2024 | | | | | | 12,317 on 6/28/2025 | | | | | | 12,317 on 6/28/2026 | | | 4/4/2023(6) | 42,762 | | 14,254 on 4/4/2024 | | | | | | 14,254 on 4/4/2025 | | | | | | 14,254 on 4/4/2026 | | | 4/4/2023(7) | | 42,762 | 42,762 on 1/31/2026 | | Thomas A. George | 10/20/2021(8) | 12,468 | | 12,468 on 3/31/2024 | | | 6/21/2023(9) | 2,548 | | 1,274 on 6/21/2024 | | | | | | 1,274 on 3/31/2025 | | Scott E. Becker | 6/24/2020(4) | 5,414 | | 5,414 on 6/28/2024 | | | 7/1/2021(4) | 4,968 | | 2,484 on 7/1/2024 | | | | | | 2,484 on 7/1/2025 | | | 3/24/2022(5) | 3,701 | | 3,701 on 3/24/2024 | | | 6/23/2022(4) | 5,985 | | 1,995 on 6/28/2024 | | | | | | 1,995 on 6/28/2025 |
OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END
| Name | Grant Date | Restricted Shares Outstanding | PSUs Outstanding | Vesting Increments | | | | | | 1,995 on 6/28/2026 | | | 4/4/2023(6) | 5,982 | | 1,994 on 4/4/2024 | | | | | | 1,994 on 4/4/2025 | | | | | | 1,994 on 4/4/2026 | | | 4/4/2023(7) | | 5,982 | 5,982 on 1/31/2026 | | Parag D. Desai | 6/24/2020(4) | 6,223 | | 6,223 on 6/28/2024 | | | 7/1/2021(4) | 5,462 | | 2,731 on 7/1/2024 | | | | | | 2,731 on 7/1/2025 | | | 3/24/2022(5) | 4,142 | | 4,142 on 3/24/2024 | | | 6/23/2022(4) | 6,735 | | 2,245 on 6/28/2024 | | | | | | 2,245 on 6/28/2025 | | | | | | 2,245 on 6/28/2026 | | | 4/4/2023(6) | 6,747 | | 2,249 on 4/4/2024 | | | | | | 2,249 on 4/4/2025 | | | | | | 2,249 on 4/4/2026 | | | 4/4/2023(7) | | 6,747 | 6,747 on 1/31/2026 | | Daniel E. Ewoldsen | 6/24/2020(4) | 4,236 | | 4,236 on 6/28/2024 | | | 7/1/2021(4) | 2,982 | | 1,491 on 7/1/2024 | | | | | | 1,491 on 7/1/2025 | | | 6/23/2022(4) | 4,587 | | 1,529 on 6/28/2024 | | | | | | 1,529 on 6/28/2025 | | | | | | 1,529 on 6/28/2026 | | | 4/4/2023(6) | 4,641 | | 1,547 on 4/4/2024 | | | | | | 1,547 on 4/4/2025 | | | | | | 1,547 on 4/4/2026 | | | 4/4/2023(7) | | 4,641 | 4,641 on 1/31/2026 | | Mario Gallione(10) | 6/24/2020(4) | 7,398 | | 7,398 on 6/28/2024 | | | 7/1/2021(4) | 5,312 | | 2,656 on 7/1/2024 | | | | | | 2,656 on 7/1/2025 | | | 3/24/2022(5) | 5,079 | | 5,079 on 3/24/2024 | | | 6/23/2022(4) | 8,238 | | 2,746 on 6/28/2024 | | | | | | 2,746 on 6/28/2025 | | | | | | 2,746 on 6/28/2026 | | | 4/4/2023(6) | 8,253 | | 2,751 on 4/4/2024 | | | | | | 2,751 on 4/4/2025 | | | | | | 2,751 on 4/4/2026 | | | 4/4/2023(7) | | 8,253 | 8,253 on 1/31/2026 |
OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END
| (3) Market value is calculated based on the closing price of the Company’s common stock on the NYSE on February 2, 2024 ($28.81), the last trading day prior to the end of Fiscal 2024 on February 3, 2024. |
OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END
| (4) The restricted shares subject to this award vest ratably over four years, subject to the terms of the applicable award agreement. |
OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END
| (5) Two-thirds of the restricted shares subject to this award vest on the first anniversary of the grant date and one-third of the restricted shares subject to this award vest on the second anniversary of the grant date, in each case subject to the terms of the applicable award agreement. |
OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END
| (6) The restricted shares subject to this award vest ratably over three years, subject to the terms of the applicable award agreement. |
OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END
| (7) All of the restricted shares subject to this performance award vest on January 31, 2026, subject to attainment of the applicable performance targets and otherwise subject to the terms of the applicable award agreement. |
OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END
| (8) One-fourth of the restricted shares subject to this award vest on each of the first and second anniversary of the grant date, and one-half of the restricted shares subject to this award vest on March 31, 2024, in each case subject to the applicable award agreement. |
OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END
| (9) One-half of the restricted shares subject to this award vest on the first anniversary of the grant date and one-half of the restricted shares subject to this award vest on March 31, 2025, in each case subject to the applicable award agreement. |
OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END
| (10) Mr. Gallione retired and his employment with the Company terminated on February 3, 2024. As a result, Mr. Gallione forfeited all unvested restricted stock then outstanding, and, in accordance with the terms of the PSU agreement, all outstanding PSUs shall vest at the end of the performance period on January 31, 2026 in an amount equal to the product of (i) the number of PSUs that would have vested if Mr. Gallione had remained employed with the Company until January 31, 2026 (based on the attainment of the performance targets), multiplied by (ii) a fraction, the numerator of which is the number of whole months during the performance period during which Mr. Gallione was employed by the Company, and the denominator of which is the total number of whole months in the performance period. |
OPTION EXERCISES AND STOCK VESTED IN FISCAL 2024
OPTION EXERCISES AND STOCK VESTED IN FISCAL 2024 The following table shows, for each named executive officer, certain information about his or her shares of restricted stock that vested during Fiscal 2024:
OPTION EXERCISES AND STOCK VESTED IN FISCAL 2024
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Mimi E. Vaughn | 73,936 | 2,077,136 | | Thomas A. George | 6,234 | 178,978 | | Scott E. Becker | 17,294 | 500,815 | | Parag D. Desai | 22,346 | 633,061 | | Daniel E. Ewoldsen | 8,896 | 215,817 | | Mario Gallione | 26,233 | 747,958 |
OPTION EXERCISES AND STOCK VESTED IN FISCAL 2024
| (1) Amounts reflect gross shares vested which excludes shares withheld for taxes. |
OPTION EXERCISES AND STOCK VESTED IN FISCAL 2024
| (2) Amounts reflect the product of the closing price of the Company’s common stock on the NYSE on the last trading day before the vesting date ($35.24 for all named executive officers other than Mr. George and Mr. Ewoldsen for restricted stock that vested on March 24, 2023, $24.26 for all named executive officers other than Mr. George for restricted stock that vested on June 28, 2023 and $28.71 for Mr. George for restricted stock that vested on October 20, 2023) multiplied by the number of shares vested. |
NON-QUALIFIED DEFERRED COMPENSATION
NON-QUALIFIED DEFERRED COMPENSATION The following table shows, for each named executive officer, his or her contributions to and investment earnings on balances in the Company’s Deferred Income Plan, described under the heading “Deferred Income Plan” in the “Defined Compensation and Deferred Income Plans” section of the “Compensation Discussion and Analysis,” above. Earnings on plan balances are from investments selected by the participants, which may not include Company securities.
NON-QUALIFIED DEFERRED COMPENSATION
| Name (a) | Executive Contributions in Last FY ($) (b)(1) | Registrant Contributions in Last FY ($) (c) | Aggregate Earnings in Last FY ($) (d)(2) | Aggregate Withdrawals/ Distributions ($) (e) | Aggregate Balance at Last FYE ($) (f)(3) | | Mimi E. Vaughn | -0- | -0- | 7,202 | -0- | 142,106 | | Thomas A. George | N/A | N/A | N/A | N/A | N/A | | Scott E. Becker | -0- | -0- | -0- | -0- | -0- | | Parag D. Desai | -0- | -0- | -0- | -0- | -0- | | Daniel E. Ewoldsen | -0- | -0- | 6,161 | -0- | 59,160 | | Mario Gallione | -0- | -0- | 4,924 | -0- | 38,302 |
NON-QUALIFIED DEFERRED COMPENSATION
| (1) All amounts reported in column (b) are included in the salary reported for each named executive officer in column (c) of the Summary Compensation Table for Fiscal 2024. |
NON-QUALIFIED DEFERRED COMPENSATION
| (2) Because no named executive officer’s deferred compensation earnings for Fiscal 2024 constituted above-market interest under the disclosure requirements applicable to the Summary Compensation Table, above, none of the amounts reported in column (d) are reflected in column (h) of the Summary Compensation Table. |
NON-QUALIFIED DEFERRED COMPENSATION
| (3) The amount reported in column (f) includes, for each named executive officer, the following amount reported as compensation in the Summary Compensation Table for each of the three fiscal years in the Summary Compensation Table. |
NON-QUALIFIED DEFERRED COMPENSATION
| | Fiscal 2024 | Fiscal 2023 | Fiscal 2022 | | Mimi E. Vaughn | -0- | -0- | -0- | | Thomas A. George | N/A | N/A | N/A | | Scott E. Becker | -0- | -0- | -0- | | Parag D. Desai | -0- | -0- | -0- | | Daniel E. Ewoldsen | -0- | -0- | N/A | | Mario Gallione | -0- | -0- | -0- |
Summary of Potential Payments Upon Change of Control or Termination
Summary of Potential Payments Upon Change of Control or Termination The following table shows for each of the named executive officers, assuming that a Change of Control in which the surviving entity assumes equity awards or grants an Alternative Award, followed by immediate involuntary termination of his or her employment (other than for Cause) or by voluntary termination by the named executive officer for Good Reason, occurred on February 3, 2024, the estimated amounts payable with respect to (a) salary, (b) bonus, (c) the value, based on the closing price of the Company’s stock on the NYSE on February 2, 2024 (the last trading day of the fiscal year) of all previously unvested restricted stock, PSUs and stock options subject to accelerated vesting, (d) the estimated value of the payment related to benefits provided under the Employment Protection Agreement, (e) the non-qualified deferred compensation (which would be paid upon termination for any reason regardless of whether a Change of Control has occurred, under the terms of the Deferred Income Plan), (f) for named executive officers who entered into Employment Protection Agreements prior to Fiscal 2020, the gross-up related to excise taxes that would have been reimbursable to the named executive officer (assuming a 37.0% marginal federal income tax rate), and (g) the total of items (a) through (f). With respect to each named executive officer, the actual awards and amounts payable can only be determined at the time of each named executive officer’s termination of employment.
Summary of Potential Payments Upon Change of Control or Termination
| Name | Cash Severance (a) ($) | Bonus (b)(1) ($) | Accelerated Stock-Based Compensation (c)(2) ($) | Estimated Benefits Value (d)(3) ($) | Deferred Compensation Payout (e) ($) | Tax Gross-Up (f)(4) ($) | Total (g) ($) | | Mimi E. Vaughn | 2,050,000 | 3,698,726 | 2,785,765 | 251,386 | -0- | -0- | 8,785,877 | | Tom George(5) | -0- | -0- | 236,932 | 127,937 | -0- | -0- | 364,869 | | Scott E. Becker | 900,000 | 1,060,464 | 475,321 | 120,031 | -0- | -0- | 2,555,816 | | Parag D. Desai | 834,000 | 1,186,836 | 536,019 | 103,597 | -0- | -0- | 2,660,452 | | Daniel E. Ewoldsen | 730,000 | 800,525 | 292,791 | 103,769 | -0- | -0- | 1,927,085 | | Mario Gallione | 840,000 | 1,455,534 | -0- | 123,987 | -0- | -0- | 2,419,521 |
Summary of Potential Payments Upon Change of Control or Termination
| (1) Two times the average of the last two annual bonuses earned by the named executive officer. |
Summary of Potential Payments Upon Change of Control or Termination
| (2) The value, based on the closing price of the Company’s common stock on the NYSE on February 2, 2024, of the previously unvested restricted stock, PSUs and stock options that would have vested on an accelerated basis upon an assumed Change of Control, followed by immediate involuntary termination of such named executive officer’s employment (other than for Cause) or by voluntary termination by such named executive officer for Good Reason, occurring on February 3, 2024. If the entity surviving the Change of Control does not assume an equity award or grant an Alternative Award, all restricted stock, PSUs and stock options will immediately vest as described above and the amounts in column (c) would increase by the following amounts for each named executive officer: Ms. Vaughn — $2,444,691 (Ms. Vaughn would also be entitled to a tax gross-up in the amount of $3,933,534); Mr. George — $195,678; Mr. Becker — $447,521; Mr. Desai — $502,755; Mr. Ewoldsen — $314,725; and Mr. Gallione — $0. |
Summary of Potential Payments Upon Change of Control or Termination
| (3) Includes the present value, calculated using the annual federal short-term rate as determined under Section 1274(d) of the Internal Revenue Code of (a) the annual cost to the Company of obtaining coverage under the welfare benefit plans discussed above and (b) the annualized value of fringe benefits provided to the named executive officer immediately prior to February 3, 2024. |
Summary of Potential Payments Upon Change of Control or Termination
| (4) Employment Protection Agreements entered into prior to Fiscal 2020 provide for the reimbursement of the excise tax payable on the Change of Control payment plus income taxes payable on the reimbursement. Beginning in Fiscal 2020, this provision was eliminated from the form of Employment Protection Agreement. |
Summary of Potential Payments Upon Change of Control or Termination
| (5) Mr. George is not a party to an Employment Protection Agreement but is entitled to this compensation in connection with an involuntary termination without cause. |
Summary of Potential Payments Upon Change of Control or Termination
The following table shows, for each of the named executive officers, assuming that a Change of Control in which the surviving entity assumes equity awards or grants an Alternative Award, followed by immediate termination of his or her employment because of death or disability, occurred on February 3, 2024, the estimated amounts payable with respect to (a) salary, (b) bonus, (c) the value, based on the closing price of the Company’s common stock on the NYSE on February 2, 2024 (the last trading day of the fiscal year), of all previously unvested restricted stock, PSUs and stock options subject to accelerated vesting, (d) non-qualified deferred compensation, and (e) the total of items (a) through (d):
Summary of Potential Payments Upon Change of Control or Termination
| Name | Cash Severance (a)(1) ($) | Bonus (b)(2) ($) | Accelerated Stock-Based Compensation (c)(3) ($) | Deferred Compensation Payout (d) ($) | Total (e) ($) | | Mimi E. Vaughn | -0- | 1,849,363 | 2,785,765 | -0- | 4,635,128 | | Tom George | -0- | -0- | 236,932 | -0- | 236,932 | | Scott E. Becker | -0- | 530,232 | 475,321 | -0- | 1,005,553 | | Parag D. Desai | -0- | 593,418 | 536,019 | -0- | 1,129,437 | | Daniel E. Ewoldsen | -0- | 400,263 | 292,791 | -0- | 693,054 | | Mario Gallione | -0- | 727,767 | -0- | -0- | 727,767 |
Summary of Potential Payments Upon Change of Control or Termination
| (1) Accrued and unpaid salary of the named executive officers at February 3, 2024. |
Summary of Potential Payments Upon Change of Control or Termination
| (2) The average of the last two annual bonuses earned by the named executive officer. |
Summary of Potential Payments Upon Change of Control or Termination
| (3) The value, based on the closing price of the Company’s common stock on the NYSE on February 2, 2024, of the previously unvested restricted stock, PSUs and stock options that would have vested on an accelerated basis upon an assumed Change of Control, followed by immediate termination of such named executive officer’s employment because of death or disability, occurring on February 3, 2024. If the entity surviving the Change of Control does not assume an equity award or grant an Alternative Award, all restricted stock, PSUs and stock options will immediately vest as described above and the amounts in column (c) would increase by the following amounts for each named executive officer: Ms. Vaughn — $2,444,691; Mr. George — $195,678; Mr. Becker — $447,521; Mr. Desai — $502,755; Mr. Ewoldsen — $314,725; and Mr. Gallione — $0. |
Summary of Potential Payments Upon Change of Control or Termination
In addition, as described above, under the terms of our Amended and Restated 2020 Equity Incentive Plan, our 2009 Equity Incentive Plan, and the equity award agreements issued thereunder, in the event equity awards are not assumed or Alternative Awards (as defined in the plans) are not substituted therefor in connection with a Change of Control, 100% of outstanding restricted stock and option awards automatically vest and, in the case of options, become immediately exercisable. For awards of PSUs granted in Fiscal 2024, (i) if the Change of Control occurs within the first year of the performance period, the target number of PSUs granted will vest as of the effective date of the Change of Control or (ii) if the Change of Control occurs after the first year of the performance period but prior to the end of the performance period, a number of PSUs will vest based on the attainment of the performance targets through the portion of the performance period ending not later than the effective date of the Change of Control, in such manner as determined by the compensation committee. The following table shows, for each of the named executive officers, assuming such named executive officer was involuntarily terminated without Cause on February 3, 2024, and no Change of Control had occurred, the estimated amounts payable with respect to (a) salary, (b) the value, based on the closing price of the Company’s common stock on the NYSE on February 2, 2024 (the last trading day of the fiscal year), of all previously unvested restricted stock, PSUs and stock options subject to accelerated vesting, (c) non-qualified deferred compensation, and (d) the total of items (a) through (c):
Summary of Potential Payments Upon Change of Control or Termination
| Name | Cash Severance (a)(1) ($) | Accelerated Stock-Based Compensation (b)(2) ($) | Deferred Compensation Payout (c) ($) | Total (d) ($) | | Mimi E. Vaughn | -0- | 1,553,791 | -0- | 1,553,791 | | Tom George | -0- | 236,932 | -0- | 236,932 | | Scott E. Becker | -0- | 302,980 | -0- | 302,980 | | Parag D. Desai | -0- | 341,638 | -0- | 341,638 | | Daniel E. Ewoldsen | -0- | 159,084 | -0- | 159,084 | | Mario Gallione | -0- | -0- | -0- | -0- |
Summary of Potential Payments Upon Change of Control or Termination
| (1) Accrued and unpaid salary of the named executive officers at February 3, 2024. |
Summary of Potential Payments Upon Change of Control or Termination
| (2) The value, based on the closing price of the Company’s common stock on the NYSE on February 2, 2024, of the previously unvested restricted stock, PSUs and stock options that would have vested on an accelerated basis upon such named executive officer’s involuntarily termination without Cause. |
Summary of Potential Payments Upon Change of Control or Termination
The following table shows, for each of the named executive officers, assuming such named executive officer died or became disabled on February 3, 2024, and no Change of Control had occurred, the estimated amounts payable with respect to (a) salary, (b) the value, based on the closing price of the Company’s common stock on the NYSE on February 2, 2024 (the last trading day of the fiscal year), of all previously unvested restricted stock, PSUs and stock options subject to accelerated vesting, (c) non-qualified deferred compensation, and (d) the total of items (a) through (c):
Summary of Potential Payments Upon Change of Control or Termination
| Name | Cash Severance (a)(1) ($) | Accelerated Stock-Based Compensation (b)(2) ($) | Deferred Compensation Payout (c) ($) | Total (d) ($) | | Mimi E. Vaughn | -0- | 2,785,765 | -0- | 2,785,765 | | Tom George | -0- | 236,932 | -0- | 236,932 | | Scott E. Becker | -0- | 475,321 | -0- | 475,321 | | Parag D. Desai | -0- | 536,019 | -0- | 536,019 | | Daniel E. Ewoldsen | -0- | 292,791 | -0- | 292,791 | | Mario Gallione | -0- | -0- | -0- | -0- |
Summary of Potential Payments Upon Change of Control or Termination
| (1) Accrued and unpaid salary of the named executive officers at February 3, 2024. |
Summary of Potential Payments Upon Change of Control or Termination
| (2) The value, based on the closing price of the Company’s common stock on the NYSE on February 2, 2024, of the previously unvested restricted stock, PSUs and stock options that would have vested on an accelerated basis upon such named executive officer’s death or disability. |
Summary of Potential Payments Upon Change of Control or Termination
General Severance Plan. The Company maintains a severance plan for monthly-paid salaried employees to provide for certain benefits in the event of a Company-initiated separation from the Company other than for Cause (as defined in the plan). Under the terms of the plan, an eligible employee is entitled to one week of his or her base salary at the termination date multiplied by each year of service with the Company with a maximum of 24 weeks and a minimum of two weeks. If their employment had been terminated without Cause as of February 3, 2024, the named executive officers would have been entitled to the following severance payments under the plan, which reduce payments due under the Employment Protection Agreements described above: Ms. Vaughn — $394,231; Mr. George — $28,846; Mr. Becker — $43,269; Mr. Desai — $72,173; Mr. Ewoldsen — $147,404; and Mr. Gallione — $0. Executive Severance Plan. Effective May 2, 2024, the Company maintains an executive severance plan for certain executive employees to provide for certain benefits in the event employment is terminated (i) by the Company for any reason other than for Cause (as defined in plan), death or disability, or in connection with certain sale transactions whereby the participant is offered a Suitable Position (as defined in the plan), or (ii) by the employee for Good Reason (as defined in plan) (each such termination, a “Covered Termination”). Under the terms of the plan, upon a Covered Termination, such an employee is eligible to receive monthly cash severance payments in an aggregate amount equal to (i) twelve (12) months of such employee’s base salary or, in the case of an employee who is the chief executive officer of the Company, twenty-four (24) months of such employee’s base salary and (ii) twelve (12) months of COBRA Premiums (as defined in the plan) or, in the case of an employee who is the chief executive officer of the Company, twenty-four (24) months of COBRA Premiums. If their employment had been terminated without Cause as of February 3, 2024, assuming the executive severance plan had then been in effect, the named executive officers would have been entitled to the following severance payments under the plan, which may be offset on a dollar-by-dollar basis by payments due under the Employment Protection Agreements described above: Ms. Vaughn — $2,090,152; Mr. George — $0; Mr. Becker — $464,628; Mr. Desai — $423,162; Mr. Ewoldsen — $371,467; and Mr. Gallione — $0.
CEO PAY RATIO
CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, the Company is providing the following information about the relationship of the median annual total compensation of all its employees and the annual total compensation of Mimi E. Vaughn, its chief executive officer for Fiscal 2024 (the “CEO”). The ratio reported below represents a reasonable estimate, calculated in a manner consistent with Item 402(u) of Regulation S-K. For Fiscal 2024, the annual total compensation of the Company’s median employee was $6,785. The Company’s median employee was a part-time, hourly-paid employee in one of its retail stores. As reported in the Summary Compensation Table, the annual total compensation of the CEO was $4,250,035. Based on this information, the ratio of the annual total compensation of the CEO to the median employee was 626 to 1 (the “CEO Pay Ratio”). In calculating the CEO Pay Ratio, the Company first identified all active employees as of November 1, 2022, a date within three months of the end of Fiscal 2023. Including all full-time, part-time, seasonal and temporary employees, as required by SEC rules, the Company had 14,935 U.S. and 4,022 non-U.S. employees on that date. The Company did not exclude any employees whether pursuant to the de minimis exemption for foreign employees or any other permitted exclusion. To identify its median employee, the Company used total taxable compensation based on 2022 W-2 income for U.S. employees and the equivalent for non-U.S. employees. We continued to use our 2022 data because there have not been changes in our employee population or employee compensation arrangements in Fiscal 2024 that we believe would significantly impact the pay ratio disclosure. However, our Fiscal 2023 median-compensation employee is no longer employed by the Company. As a result, the Company chose to re-identify a median-compensation employee for the purposes of the calculations of the ratio shown above. To re-identify a median-compensated employee, we identified an employee whose compensation in Fiscal 2023 was substantially similar to that of our Fiscal 2023 median-compensated employee based on the compensation measure used to identify our Fiscal 2023 median-compensated employee. In identifying the median employee, the Company did not annualize compensation for any employees who were employed for less than the full fiscal year. For employees not paid in U.S. dollars, the Company converted their pay into U.S. dollars using the average of month-end exchange rates for the twelve months ended December 31, 2022. The Company then determined the median employee’s total compensation, including any perquisites and other benefits, in the same manner that it determines the total compensation of the named executive officers for purposes of the Summary Compensation Table disclosed in this proxy statement. Pay ratios reported by the Company’s peers may not be directly comparable to the Company’s because of differences in the composition of each company’s workforce, as well as the assumptions, methodologies, adjustments, and estimates used in calculating the pay ratio, as permitted by SEC rules.
PAY VERSUS PERFORMANCE TABLE
PAY VERSUS PERFORMANCE TABLE The following table sets forth additional compensation information of our Principal Executive Officer (“PEO”) and our non-PEO named executive officers (“non-PEO NEOs”) along with total shareholder return, net income (loss) and change in EVA results for Fiscal 2024, Fiscal 2023, Fiscal 2022 and Fiscal 2021. “Compensation actually paid” (“CAP”), as required under SEC rules, reflects adjusted values to unvested and vested equity awards during the fiscal years shown in the table based on year-end stock prices, various accounting valuation assumptions, and projected performance modifiers but does not reflect actual amounts paid out for those awards. For a discussion of how the compensation committee assessed Genesco’s performance and the named executive officers’ pay each year, see the “Compensation Discussion and Analysis” in this proxy statement and in the proxy statements for Fiscal 2021, Fiscal 2022 and Fiscal 2023.
PAY VERSUS PERFORMANCE TABLE
| | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | | | Year (a) | Summary Compensation Table Total for PEO ($)(1) (b) | Compensation Actually Paid to PEO ($)(2) (c) | | Average Summary Compensation Table Total for Non-PEO NEOs ($)(3) (d) | Average Compensation Actually Paid to Non-PEO NEOs ($)(4) (e) | | Genesco TSR ($)(5) (f) | Peer Group TSR ($)(6) (g) | Net Income (Loss) ($ Millions)(7) (h) | | Change in EVA ($ Millions) (8) (i) | | | Fiscal 2024 | $4,250,035 | -$ | 911,957 | $860,620 | -$ | 183,778 | $73 | $81 | -$ | 17 | -$ | 67 | | Fiscal 2023 | $3,711,215 | | 3,555,298 | $942,522 | | 794,370 | $121 | $102 | | 72 | -$ | 98 | | Fiscal 2022 | $8,766,458 | | 9,019,572 | $2,876,839 | | 2,887,343 | $160 | $113 | | 115 | | 173 | | Fiscal 2021 | $2,796,797 | | 4,037,797 | $605,265 | | 731,096 | $99 | $106 | -$ | 56 | -$ | 98 |
PAY VERSUS PERFORMANCE TABLE
| (1) Reflects compensation amounts reported in the “Summary Compensation Table” for the PEO for the respective years shown. |
PAY VERSUS PERFORMANCE TABLE
| (2) “Compensation actually paid” to the PEO in each of Fiscal 2024, Fiscal 2023, Fiscal 2022 and Fiscal 2021 reflects the respective amounts set forth in column (b) above, adjusted as set forth in the table below, as determined in accordance with SEC rules. The dollar amounts reflected in column (b) above do not reflect the actual amount of compensation earned by or paid to our PEO during the applicable year. For information regarding the decisions made by the compensation committee with respect to the PEO compensation for each fiscal year, please see the “Compensation Discussion and Analysis” sections of the proxy statements reporting pay for the fiscal years covered in the table above. |
PAY VERSUS PERFORMANCE TABLE
| Fiscal Year | 2021 | | 2022 | 2023 | | 2024 | | | CEO | Vaughn | | Vaughn | Vaughn | | Vaughn | | | SCT Total Compensation ($) | | 2,796,797 | $8,766,458 | | 3,711,215 | | 4,250,035 | | Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) | | 2,096,519 | $5,113,804 | | 2,674,267 | | 3,183,204 | | Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($) | | 3,706,419 | $2,413,120 | | 4,202,402 | | 1,231,973 | | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | ($ | 15,538) | $2,217,017 | ($ | 1,290,521) | ($ | 1,767,052) | | Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | ($ | 353,362) | $826,781 | ($ | 393,532) | ($ | 1,443,709) | | Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($) | | 0 | $0 | | 0 | | 0 | | Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) | | 0 | $0 | | 0 | | 0 | | Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) | | 0 | $0 | | 0 | | 0 | | Compensation Actually Paid ($) | | 4,037,797 | $9,019,572 | | 3,555,298 | ($ | 911,957) |
PAY VERSUS PERFORMANCE TABLE
Note: Equity Valuations: Stock option grant date fair value is calculated based on the Black-Scholes option pricing model as of date of grant. Adjustments have been made using stock option fair values as of each measurement date using the stock price as of the measurement date and updated assumptions (i.e., term, volatility, dividend yield, risk free rates) as of the measurement date. Time-vested restricted share grant date fair values are calculated using the stock price as of date of grant. Adjustments have been made using the stock price as of year-end and as of each date of vest. Note that a portion of fiscal 2022 bonus was paid in stock in Fiscal 2023, with a grant date of March 24, 2022. Both the cash and equity portions of this bonus were disclosed in the Summary Compensation Table for Fiscal 2022 (the cash was reported as Non-Equity Incentive Plan Compensation and the equity was reported as a Stock Award). Given the early Fiscal 2023 grant date for the equity portion of the bonus, for the “compensation actually paid” calculations, such portion was treated as a subtraction in Fiscal 2022 and an addition in Fiscal 2023.
PAY VERSUS PERFORMANCE TABLE
| (3) The following non-PEO named executive officers are included in the average figures shown: George, Becker, Desai, Ewoldsen and Gallione for Fiscal 2024; George, Gallione, Desai and Ewoldsen for Fiscal 2023; George, Becker, Gallione and Desai for Fiscal 2022; and George, Becker, Gallione, Desai and Tucker for Fiscal 2021. |
PAY VERSUS PERFORMANCE TABLE
| (4) Average “compensation actually paid” for our non-PEO NEOs in each of Fiscal 2024, Fiscal 2023, Fiscal 2022 and Fiscal 2021 reflects the respective amounts set forth in column (d) of the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules. The dollar amounts reflected in column (d) of the table above do not reflect the actual amount of compensation earned by or paid to our non-PEO NEOs during the applicable year. For information regarding the decisions made by our compensation committee in regards to the non-PEO NEOs’ compensation for each fiscal year, please see the “Compensation Discussion and Analysis” sections of the proxy statements reporting pay for the fiscal years covered in the table above. |
PAY VERSUS PERFORMANCE TABLE
| Fiscal Year | 2021 | | 2022 | 2023 | | 2024 | | | Non-PEO NEOs | See Column (d) Note | | See Column (d) Note | See Column (d) Note | | See Column (d) Note | | | SCT Total Compensation ($) | | 605,265 | $2,876,839 | | 942,522 | | 860,620 | | Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) | | 298,773 | $1,538,400 | | 353,906 | | 393,522 | | Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($) | | 590,999 | $887,769 | | 641,691 | | 168,250 | | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | ($ | 3,469) | $452,546 | ($ | 314,332) | ($ | 253,562) | | Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | ($ | 90,451) | $208,590 | ($ | 121,605) | ($ | 316,954) | | Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($) | ($ | 72,475) | $0 | | 0 | ($ | 248,610) | | Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) | | 0 | $0 | | 0 | | 0 | | Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) | | 0 | $0 | | 0 | | 0 | | Compensation Actually Paid ($) | | 731,096 | $2,887,343 | | 794,370 | ($ | 183,778) |
PAY VERSUS PERFORMANCE TABLE
Note: Equity Valuations: Stock option grant date fair value is calculated based on the Black-Scholes option pricing model as of date of grant. Adjustments have been made using stock option fair values as of each measurement date using the stock price as of the measurement date and updated assumptions (i.e., term, volatility, dividend yield, risk free rates) as of the measurement date. Time-vested restricted share grant date fair values are calculated using the stock price as of date of grant. Adjustments have been made using the stock price as of year-end and as of each date of vest. Note that a portion of fiscal 2022 bonus was paid in stock in Fiscal 2023, with a grant date of March 24, 2022. Both the cash and equity portions of this bonus were disclosed in the Summary Compensation Table for Fiscal 2022 (the cash was reported as Non-Equity Incentive Plan Compensation and the equity was reported as a Stock Award). Given the early Fiscal 2023 grant date for the equity portion of the bonus, for the “compensation actually paid” calculations, such portion was treated as a subtraction in Fiscal 2022 and an addition in Fiscal 2023.
PAY VERSUS PERFORMANCE TABLE
| (5) For the relevant fiscal year, represents the cumulative value of $100 invested in Genesco for the measurement periods beginning on February 2, 2020 and ending on February 3, 2024, January 28, 2023, January 29, 2022 and January 31, 2021, respectively. |
PAY VERSUS PERFORMANCE TABLE
| (6) For the relevant fiscal year, represents the cumulative TSR (“Peer Group TSR”) of the annual report Peer Group consisting of Caleres, Inc., Designer Brands, Foot Locker, Inc., Shoe Carnival, Inc. and Wolverine World Wide, Inc. (the “Peer Group”) for the measurement periods ending on February 3, 2024, January 28, 2023, January 29, 2022 and January 31, 2021, respectively. |
PAY VERSUS PERFORMANCE TABLE
| (7) Reflects “Net Income (Loss)” in the Company’s Consolidated Statements of Operations included in the Company’s Annual Reports on Form 10-K for each of the years ended February 3, 2024, January 28, 2023, January 29, 2022 and January 31, 2021. |
PAY VERSUS PERFORMANCE TABLE
| (8) Company-Selected Measure is change in economic value added, or EVA. The Company determined EVA in Fiscal 2024 by subtracting from a business unit’s “net operating profit after taxes,” or NOPAT, a charge of 10% of the “average net assets” employed to generate the profit. EVA, NOPAT and average net assets are non-GAAP financial measures the Company computes utilizing, and for purposes of supplementing, certain financial metrics included in the Company’s audited consolidated financial statements, which are prepared in accordance with GAAP. For more information on EVA, NOPAT and average net assets, please see “EVA Calculations” above in “Executive Compensation — Compensation Discussion and Analysis Fiscal — 2024 Compensation Discussion.” |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
Cash and Equity-Based Compensation
| Name (a) | Fees Earned or Paid in Cash ($) (b)(1) | Stock Awards ($) (c)(2) | Total ($) (h) | | Joanna Barsh | 110,000 | 113,758 | 223,758 | | Matthew M. Bilunas | 90,000 | 138,758 | 228,758 | | Carolyn Bojanowski | 90,000 | 138,758 | 228,758 | | Matthew C. Diamond | 37,500 | 0 | 37,500 | | John F. Lambros | 115,000 | 113,758 | 228,758 | | Thurgood Marshall, Jr. | 90,000 | 113,758 | 203,758 | | Angel R. Martinez | 90,000 | 113,758 | 203,758 | | Kevin P. McDermott | 37,500 | 0 | 37,500 | | Mary E. Meixelsperger | 120,000 | 113,758 | 233,758 | | Gregory A. Sandfort | 125,000 | 113,758 | 238,758 |