DEF 14A of Pricesmart Inc
Filed Dec 18, 2024 · FY20240001193125-24-281188
Information Regarding Nominees
Information Regarding Nominees The table below indicates the name, current position with the Company and age as of November 30, 2024 of each nominee for director.
Information Regarding Nominees
| Name | Position | Age | | Robert E. Price | Interim Chief Executive Officer and Chairman | 82 | | David R. Snyder | Vice Chairman and Lead Independent Director | 75 | | Sherry S. Bahrambeygui | Director | 60 | | Jeffrey Fisher | Director | 66 | | Gordon H. Hanson | Director | 60 | | Beatriz V. Infante | Director | 70 | | Leon C. Janks | Director | 75 | | Patricia Márquez | Director | 59 | | David N. Price | Chief Transformation Officer and Director | 35 | | John D. Thelan | Director | 76 | | Edgar Zurcher | Director | 73 |
Information Regarding Nominees
Robert E. Price has served as Interim Chief Executive Officer since February 2023 and has been Chairman of the Board of Directors of the Company since its spin-off from Price Enterprises, Inc. in 1997. He served as Executive Chairman from October 2018 to February 2020. Mr. Price has served as Chief Executive Officer and President of the Company at various times during the Company’s history, including as Chief Executive Officer from April 2006 until July 2010. Mr. Price was a founder of The Price Company, which operated the Price Club, and served as its Chief Executive Officer and a member of its board of directors from the time of The Price Company’s founding in 1976 until The Price Company’s merger with Costco Wholesale Corp. in 1993. Mr. Price was Chairman of the Board of Price/Costco, Inc. from October 1993 until December 1994 and Chairman of Price Enterprises from July 1994 until September 1997. Mr. Price currently serves as a Manager of The Price Group, LLC and as Chairman of the Board Directors and President of Price Philanthropies Foundation and the Allison and Robert Price Family Foundation. Price Philanthropies is a private family foundation that supports charitable activities in the Company’s markets and San Diego, California. Mr. Price is David N. Price’s father. Mr. Price is also President of the Aaron Price Fellows Foundation, the sponsor of the Aaron Price Fellows Program. Mr. Price’s 48 years of experience in the warehouse club merchandising business as well as his extensive knowledge of the Company’s business, history and culture, support the Board of Directors’ conclusion that he should serve as a director of the Company. David R. Snyder has served as Lead Independent Director of the Company since May 2023, Vice Chairman of the Board of Directors since February 2022 and as a director since February 2021. Mr. Snyder has served as Senior Counsel to the Firm at Pillsbury Winthrop Shaw Pittman LLP since 2018 and previously was a partner from 1993 until 2017 in the firm’s Corporate and Securities practice. During 25 years as a partner, Mr. Snyder also served as Pillsbury’s executive vice-chair for two years and on the firm’s managing board for 15 years. Mr. Snyder has been a practicing attorney for over 40 years, focusing on corporate finance, and has significant experience representing public companies. For the past several years he has held an adjunct faculty appointment at the University of San Diego School of Law. Mr. Snyder holds a law degree from Cornell University and a bachelor
Information Regarding Nominees
| PriceSmart, Inc. Notice of 2025 Annual Meeting of Stockholders and Proxy Statement | 9 |
Information Regarding Nominees
of arts from Michigan State University. Mr. Snyder is NACD Directorship Certified®. Mr. Snyder’s background in legal and corporate finance matters and his significant experience with public companies contribute to the Board of Directors’ conclusion that he should serve as a director of the Company. Sherry S. Bahrambeygui has been a director of the Company since November 2011 and served as Vice Chair of the Board from October 2016 to October 2017. Ms. Bahrambeygui served as Chief Executive Officer of the Company from January 2019 to February 2023 and as interim Chief Executive Officer from November 2018 to January 2019. During her tenure, she led the Company through COVID and launched e-commerce and a rebranding of the Company. Prior to her tenure as Chief Executive Officer, she served as the President and Managing Member of The Price Group, LLC, a private investment and management company, from 2007 to 2018. Before joining The Price Group, Ms. Bahrambeygui was a litigator specializing in the health care, life sciences, consumer & retail, and real estate industries and a founding partner of Hosey & Bahrambeygui, LLP, a leading boutique civil litigation practice, from 1999 to 2007. In addition to her board service at the Company, Ms. Bahrambeygui has significant experience in corporate governance as a board member, trustee and attorney for numerous public, private and non-profit companies and boards. Ms. Bahrambeygui’s extensive international business, governance and leadership experience, strategic decision making and ability to lead the Company through digital transformation and e-commerce expansion contribute to the Board of Directors’ conclusion that she should serve as director of the Company. Jeffrey Fisher has been a director of the Company since November 2019. Since 2011, Mr. Fisher has served as the Chief Financial Officer and member of The Price Group, LLC, a private investment and management company. He also has been Chief Financial Officer and a director of Price Philanthropies Foundation, a private family foundation working to transform the lives of youth and families through grant making and youth programs, since May 2019. In addition, since January 2022, Mr. Fisher has served as CFO of the PriceSmart Foundation, a California nonprofit public benefit corporation which serves as the philanthropic partner for the Company, providing grants to nongovernmental organizations focused on youth development, economic development and community and environmental resilience in PriceSmart countries. He is also Chief Financial Officer of Aaron Price Fellows Foundation, La Jolla Fay, LLC, IvanFay, LLC, and RARSD, LLC. From 2004 to 2021, Mr. Fisher served as the Chief Financial Officer of PS Ivanhoe, LLC, a private real estate holding company. From January 2004 through December 2004, Mr. Fisher served as Chief Financial Officer of Price Legacy Corporation, a publicly traded Real Estate Investment Trust with approximately $1.2 billion in real estate assets. From October 2000 until joining Price Legacy, Mr. Fisher served as Chief Financial Officer of National Retail Partners, LLC, a private real estate company which owned and operated approximately $2.0 billion in real estate assets. From August 1993 to September 2000, Mr. Fisher served in various financial capacities of Burnham Pacific Properties, Inc., a publicly traded Real Estate Investment Trust. Prior to joining Burnham Pacific Properties, Mr. Fisher was a senior manager at Deloitte & Touche LLP, having started with them in 1983. Mr. Fisher is a certified public accountant. Mr. Fisher brings over 44 years of finance, accounting and investment experience, with an emphasis on real estate finance, and specific experience with public companies. Mr. Fisher’s extensive experience with finance and real estate matters, his experience as an executive of publicly traded companies and his accounting background contributed to the Board of Directors’ conclusion that he should serve as a director of the Company. Gordon H. Hanson has been a director of the Company since April 2014. Mr. Hanson has been a tenured member of the faculty at the Harvard Kennedy School of Harvard University since January 2020. He currently holds the position of Academic Dean for Strategy and Engagement at the Kennedy School. From 2001 through 2019, he was a tenured member of the economics faculty at the University of California, San Diego. From 1998 to 2001, he was a tenured member of management faculty at the University of Michigan, and from 1992 to 1998, he was on the economics faculty of the University of Texas. From 2009 until 2014, he served as a director of the Washington Office on Latin America, a non-profit organization working to promote civic advancement in the region, chairing their development committee. Mr. Hanson’s extensive background in the analysis of the economies of Latin America, including over 30 years of experience in consulting for international financial organizations, contribute to the Board of Directors’ conclusion that he should serve as director of the Company.
Information Regarding Nominees
| 10 | PriceSmart, Inc. Notice of 2025 Annual Meeting of Stockholders and Proxy Statement |
Information Regarding Nominees
Beatriz V. Infante has been a director of the Company since January 2018. Since 2009, Ms. Infante has served as Chief Executive Officer of BusinessExcelleration, a business consultancy specializing in corporate transformation and renewal. From 2010 until its acquisition by Infor in 2011, Ms. Infante was the Chief Executive Officer and a director of ENXSUITE Corporation, from 2006 until its acquisition by Voxeo Corporation in 2008, she was the Chief Executive Officer and a director of VoiceObjects Inc., and from April 2000 until October 2003, she was Chief Executive Officer and President of Aspect Communications Corporation and was additionally named Chairman in February 2001. Since May 2014, she has served on the board of directors of Liquidity Services Inc., an online marketplace for retail goods and capital assets, and currently serves as its Lead Independent Director, chair of the compensation committee, and member of the audit committee. Since October 2017, she has served as director of Ribbon Communications, a cloud communications company formed from the merger of Sonus Networks and Genband, and more recently the acquisition of ECI, and is currently chair of the compensation committee and member of its audit and technology committees. From January 2010 until October 2017, she served as director and member of the compensation committee of Sonus Networks, and additionally became chair of the compensation committee in June 2017. Ms. Infante also served on the board of directors and as a member of the nominating and corporate governance committee of Ultratech, Inc. from July 2016 until its acquisition by Veeco in May 2017. From May 2012 until its acquisition by Broadcom in May 2015, she served on the board of directors and as a member of the compensation committee of Emulex Corporation, and additionally became chair of its nominating and corporate governance committee in February 2014. From 1994 to 2019, she served on the Advisory Committee to the Princeton University School of Engineering and Applied Science. Additionally, Ms. Infante is a National Association of Corporate Directors Board Leadership Fellow, and in 2016 was named to the 2016 “NACD Directorship 100,” which honors the most influential boardroom leaders each year. Ms. Infante holds a bachelor of science and engineering degree in electrical engineering and computer science from Princeton University and holds a master of science degree in engineering science from California Institute of Technology. Ms. Infante’s executive leadership experience, including from her service as a chief executive officer of various companies, along with extensive operational expertise and experience in digital transformation, engineering, and sales and marketing, contribute to the Board of Directors’ conclusion that she should serve as a director of the Company. Leon C. Janks has served as a director of the Company since July 1997. He served as Vice Chair of the Board from October 2017 to October 2018 and as Lead Director from October 2018 to February 2020. Mr. Janks served as a director of Price Enterprises from March 1995 until July 1997. He has been a partner in the accounting firm of Green, Hasson & Janks LLP in Los Angeles, California since 1980 and serves as its Managing Partner Emeritus. Mr. Janks has extensive experience in domestic and international business, serving a wide variety of clients in diverse businesses. Mr. Janks is a certified public accountant. Mr. Janks’ experience, his significant accounting, financial and tax expertise which qualify him as an audit committee financial expert and his many years of service to the Company as a member of the Board of Directors contribute to the Board of Directors’ conclusion that he should serve as a director of the Company. Patricia Márquez has served as a director of the Company since February 2021. Dr. Márquez was the Dean of the Joan B. Kroc School of Peace Studies at the University of San Diego (“USD”) from 2014 to 2023 and also served as Associate Provost for Academic Planning and Innovation. Dr. Márquez joined the USD Knauss School of Business in 2007 teaching courses in “Business and Society,” “Global Social Entrepreneurship,” and “Business and Social Innovation.” Her research has focused on the intersection of business and social value creation, with an emphasis on poverty alleviation through market mechanisms. Prior to joining USD, Dr. Márquez was a professor of management (1995-2007) and dean (2003-2005) at IESA, a school of business in Caracas, Venezuela. Dr. Márquez has a bachelor of arts from Bowdoin College, and received her master of arts and doctor of philosophy in socio-cultural anthropology from the University of California, Berkeley. Dr. Márquez’s executive leadership, research and academic experience and recognized expertise in environmental and social responsibility matters contribute to the Board of Directors’ conclusion that she should serve as a director of the Company. David N. Price was elected as a director of the Company in February 2022. He has been with the Company since July 2017 and was promoted to Executive Vice President and Chief Transformation Officer in August 2023. Mr. Price leads several
Information Regarding Nominees
| PriceSmart, Inc. Notice of 2025 Annual Meeting of Stockholders and Proxy Statement | 11 |
Information Regarding Nominees
important areas, including Information Technology, PriceSmart.com, and Payment Solutions and Services. Prior to his current role, he was the Executive Vice President and Chief of Staff to the Chairman of the Board and the Company’s Interim Chief Executive Officer, Robert Price, from December 2022 to July 2023. Between January 2022 and December 2022, Mr. Price served as Vice President for Environmental and Social Responsibility. Before that, between September 2020 and January 2022 he was Vice President for Omnichannel Initiatives and Environmental and Social Responsibility. From September 2018 to August 2020, Mr. Price worked as a Director in our E-Commerce division. He holds a Master’s degree in International Affairs from the University of California San Diego and a Bachelor of Science from the University of Southern California. Mr. Price is Robert Price’s son. Mr. Price’s knowledge of club retail and leadership in business transformation and environmental and social responsibility initiatives contribute to the Board of Directors conclusion that he should serve as a director of the Company. John D. Thelan has been a director of the Company since February 2023. Mr. Thelan served as the Senior Vice President, Depots and Traffic for Costco Wholesale from 1992 until January 2023. During his 30 years as Senior Vice President at Costco, he oversaw the cross-dock oriented distribution network, traffic network and the eCommerce distribution network, including strategic planning, site selection, design development, material handling equipment/automation, proprietary information systems development, deployment, and enhancements, forecasting and budgeting and daily operations. Mr. Thelan has served on the Board of Visitors for Embry Riddle Aeronautical University since 2010 and the Board of Advisors for the University of Washington, Supply Chain Transportation and Logistics from 2012-2023. He has also served on the University of San Diego, School of Law Children’s Advocacy Institute since 2017. Prior to his career at Costco, Mr. Thelan served as a partner in the real estate development firm of Odmark & Thelan from 1989-1992 and partner in the law firm of Peterson, Thelan & Price, where he specialized in real estate, land use and government approvals from 1974-1989. He also served , as General Counsel to San Diego Metropolitan Transit Development Board and San Diego Housing Commissions. Mr. Thelan’s extensive warehouse club experience at Costco, his expertise with operations and logistics and his experience with real estate transactions contribute to the Board of Directors’ conclusion that he should serve as a director of the Company. Edgar Zurcher has been a director of the Company since October 2009 and also served as a director of the Company from November 2000 to February 2008. Mr. Zurcher has been a partner in the law firm Zurcher, Odio & Raven in Costa Rica since 1980, which the Company uses as counsel for certain legal matters. Mr. Zurcher is also President of PLP, S.A., as well as a director of Payless ShoeSource Holdings, Ltd. (“Payless Shoes”). PLP, S.A. owns 40% of Payless Shoes. Additionally, Mr. Zurcher is a director of Molinos de Costa Rica and Promerica Financial Corporation, S.A. Mr. Zurcher’s background in legal matters and his significant experience in Central America business and legal affairs contribute to the Board of Directors’ conclusion that he should serve as a director of the Company. The Board of Directors recommends that stockholders vote FOR the slate of nominees set forth above. Proxies solicited by the Board of Directors will be so voted unless stockholders specify otherwise on the accompanying proxy card.
Information Regarding Nominees
| 12 | PriceSmart, Inc. Notice of 2025 Annual Meeting of Stockholders and Proxy Statement |
Information Regarding Nominees
Information Regarding the Board of Directors
Compensation Philosophy
| • | Cash bonus opportunity; |
Compensation Philosophy
| • | Equity program, which may include restricted stock, restricted stock units and performance stock units; |
Compensation Philosophy
| 3. | Competitive — offering a total compensation package that is equitable and based on strong labor market positioning; |
Compensation Determination Process
| • | The mix of short-term and long-term compensation in the form of cash and equity-based compensation achieved in the prior year; |
Compensation Determination Process
| • | A review of information on the competitive market, with input from the Compensation Committee’s independent consultant; |
Compensation Determination Process
| • | The dilution to stockholders from equity awards. |
Use of Independent Compensation Consultant
Use of Independent Compensation Consultant For fiscal year 2024, the Compensation Committee retained Meridian Compensation Partners, LLC as its independent executive compensation consultant. The consultant had no other business relationship with the Company and received no payments from us other than the fees for services to the Compensation Committee. The consultant reported directly to the Compensation Committee. The Compensation Committee may replace the consultant or hire additional consultants at any time.
Use of Independent Compensation Consultant
| PriceSmart, Inc. Notice of 2025 Annual Meeting of Stockholders and Proxy Statement | 25 |
Use of Independent Compensation Consultant
During fiscal year 2024, the scope of Meridian’s engagement included:
Use of Independent Compensation Consultant
| • | Conducting a review of competitive market information for our executive officers, other than our Interim Chief Executive Officer who has elected not to receive compensation for his services as an officer or director, for use in determining fiscal year 2024 compensation levels; |
Use of Independent Compensation Consultant
| • | Reviewing and commenting, as requested by the Compensation Committee, on our executive compensation programs and opportunities; |
Use of Independent Compensation Consultant
| • | Advising the Compensation Committee regarding performance-based components of our compensation program; and |
Use of Independent Compensation Consultant
| • | Providing input to the Compensation Committee regarding the proposed increase in the number of shares of Common Stock reserved for issuance under our Amended and Restated Equity Incentive Award Plan. |
Use of Independent Compensation Consultant
After gathering this input and considering the preferences of the Interim CEO, the Compensation Committee determined the compensation of our Named Executive Officers.
Elements of Compensation
Elements of Compensation The compensation of our Named Executive Officers consists of base salaries, cash bonuses and long-term, equity-based incentives in the form of restricted stock awards and, prior to fiscal year 2024, performance stock units. Adjustments to Pay Philosophy. In consultation with the Company’s Interim CEO, beginning with fiscal year 2024, the Compensation Committee shifted the weighting of elements of compensation to those that promote long-term value creation over short-term performance goals. The Compensation Committee believes that long-term equity compensation plays an important role in encouraging positive results through collaboration, aligning the compensation of the senior management team to stockholder returns and in retaining key executives. Accordingly, the Company decreased annual cash incentives as a percentage of total compensation and increased the portion of total compensation made up of equity awards. In the case of equity awards, the Compensation Committee approved a structure where executive team members will hold restricted stock awards that vest over the subsequent five-year period, while eliminating performance stock units for fiscal year 2024. For fiscal year 2025, the portion of total compensation represented by salary will remain in line with fiscal year 2024, and the portion represented by annual cash incentives will increase slightly. The portion represented by equity incentives will decrease slightly, and in contrast to fiscal year 2024 in which all equity incentive awards were in the form of restricted stock or restricted stock units, in fiscal year 2025 half of the equity awards will be in the form of restricted stock or restricted stock units and half will be in the form of performance stock units. As a result of these changes year-over-year, the portion of total compensation that is “at risk” will increase from approximately 10% to 18% to approximately 34% to 40%. The table below compares the allocation of total target compensation of our Named Executive Officers by component for fiscal years 2023, 2024 and 2025.
Elements of Compensation
| Allocation of Total Target Compensation by Component | | | | | Proportion of Target Comp at Risk | | | % of Total Compensation (Approx.) | | | | | | | | | At-Risk | | | | | Annual Salary | RSA/RSU Equity | Cash Bonus | PSU Equity | | | FY23 Targets | 15% - 41% | 28% - 42% | 15% - 22% | 14% - 21% | 31% - 43% | | FY24 Targets | 30% - 46% | 35% - 60% | 10% - 18% | —% | 10% - 18% | | FY25 Targets | 30% - 41% | 24% - 30% | 10% | 24% - 30% | 34% - 40% |
Elements of Compensation
Base Salary. Base salaries for the Named Executive Officers (other than our Interim Chief Executive Officer) were initially established either when they were hired into the position from outside the Company or as they were promoted to increasing levels of responsibility within the Company. Base salaries for the Named Executive Officers are generally established based on the scope of their responsibilities, level of experience and individual performance, taking into account both external competitiveness and internal equity considerations. The Compensation Committee annually evaluates the base salary levels of the Named Executive Officers to ensure that there is consistency within the Company based upon scope of responsibility and also to ensure that the base salaries are appropriate relative to the Company’s peer group described below. In establishing changes to base salaries, the Compensation Committee may consider the overall financial condition of the Company but does not make changes to executive salaries based on the achievement of any particular financial criteria. As noted above, the portion of total compensation represented by base salary for our Named Executive Officers remained mostly steady from fiscal year 2023 through fiscal year 2025, except that base salary for our former Chief Executive Officer for fiscal year 2023 represented 15% of her total target compensation, which is lower than portion typically represented by base salary for our other Named Executive Officers for all years in the table. Annual Cash Incentive Awards. Each of our Named Executive Officers (other than our Interim Chief Executive Officer) participates in our annual cash incentive award program. The amount of the annual cash incentive award earned by Named Executive Officers is based on corporate performance and achievement of a predetermined and measurable set of individual performance factors established at the beginning of the performance period. No annual cash incentive award based on corporate performance is earned if the Company does not meet the threshold performance goal. Beginning with fiscal year 2024, the Company decreased annual cash incentives as a percentage of total compensation and increased the portion of total compensation made up of equity awards. As a result, in fiscal year 2024 annual cash incentives represented 10% to 18% of total compensation compared to 15% to 22% in fiscal year 2023. The portion of total compensation represented by annual cash incentives will decrease slightly in fiscal year 2025 to 10% of total compensation. However, unlike fiscal year 2023 when members of the executive team participated in an “overachievement pool,” there is no opportunity for over-achievement compensation on either the financial or individual components of the annual cash incentives for fiscal year 2024 or fiscal year 2025. Fiscal 2024 Target Bonuses At the beginning of fiscal year 2024, the Compensation Committee set the target bonus amounts for fiscal year 2024 for each of our Named Executive Officers set forth in the following table.
Elements of Compensation
| Named Executive Officer | Target Bonus | | Robert E. Price | N/A | | Michael L. McCleary | $175,000 | | John D. Hildebrandt | 320,000 | | Francisco Velasco | 200,000 | | David N. Price | 171,250 |
Elements of Compensation
For fiscal year 2024, the Company used revenue-based and operating income-based metrics as alternative measures for the corporate performance component of its annual cash incentive award program. The revenue-based metric was measured based on the percentage growth in Total revenues or Net merchandise sales on a constant currency basis (whichever grew more with respect to its target level). The operating income-based metric was measure based on achievement of specified dollar values of Adjusted operating income. The payments were based on the greater achievement under the revenue-based measures or the operating income-based measure. The Compensation Committee selected growth in Total revenues or Net merchandise sales (constant currency) and achievement of specified dollar values in Adjusted operating income as alternative performance measures for annual cash incentive awards for fiscal 2024 because they believed they represent key indicators of the strength of our operating results and incentivized the participants in our annual cash incentive award program to achieve strong revenue and earnings growth. For fiscal year 2024, the annual cash incentive award program did not provide for overachievement payments for performance above target levels on either corporate or individual performance measures. The tables set forth below show payout levels as a percentage of target annual cash incentive award based on achievement within two bands of growth in Total revenues or Net merchandise sales on a constant currency basis and achievement within two bands of specified levels of Adjusted operating income. The Company applies linear extrapolation when performance falls within a band.
Elements of Compensation
Fiscal 2024 Annual Cash Incentive Awards To calculate the amount of the annual cash incentive awards earned under the 2024 annual cash incentive award plan, if any, we first calculated Total revenues, Net merchandise sales on a constant currency basis and Adjusted operating income. We then determined the highest payout level achieved under growth in Total revenues or Net merchandise sales on a constant currency basis (whichever grew more) or dollar achievement in Adjusted operating income. For fiscal year 2024, we achieved growth in Total revenues of 11.4% and growth in Net merchandise sales on a constant currency basis of 8.6%% and achieved Adjusted operating income of $220.9 million, all of which were greater than the performance levels required for payment 100% of the portion of each executive officer’s annual cash incentive award based on corporate performance. For fiscal year 2024, the Compensation Committee approved individual performance factors for the Named Executive Officers (other than the Interim Chief Executive Officer) that were recommended by the Interim Chief Executive Officer. The Compensation Committee then confirmed achievement of each of the individual performance factors for each Named Executive Officer against the specific, measurable targets established for each goal. The Compensation Committee determined a weighted average achievement level for each Named Executive Officer up to 100% and multiplied this amount by 20% of such Named Executive Officer’s total target bonus to determine the amount payable based on achievement of individual performance factors. The following table sets forth for fiscal 2024 the target annual cash incentive amount, the annual cash incentive award based on Company performance and the annual cash incentive award based on individual performance earned by each Named Executive Officer:
Elements of Compensation
| Named Executive Officer | Target Annual Cash Incentive Award | Company Performance up to Target | Individual Performance | Total Annual Cash Incentive Award | | Robert E. Price | N/A | N/A | N/A | N/A | | Michael L. McCleary | $175,000 | $140,000 | $28,000 | $168,000 | | John D. Hildebrandt | 320,000 | 256,000 | 64,000 | 320,000 | | Francisco Velasco | 200,000 | 160,000 | 40,000 | 200,000 | | David N. Price | 171,250 | 137,000 | 34,250 | 171,250 |
Elements of Compensation
PriceSmart uses equity awards of restricted stock, restricted stock units and, except for fiscal year 2024, performance stock units as long-term incentive vehicles because we believe:
Elements of Compensation
| • | equity awards and the related vesting period help attract and retain executives; |
Elements of Compensation
| • | the value received by the recipient of an equity award is enhanced or reduced as our stock price increases or decreases; therefore, equity awards promote teamwork and collaboration and enhance the executives’ incentives to increase the stock price consistent with stockholders’ interests; and |
Elements of Compensation
| • | equity awards help to provide a balance to the overall executive compensation program as they reward executives for increases in stockholder value over the longer term. |
Elements of Compensation
The Compensation Committee believes that equity awards provide the Company’s executives a competitive pay opportunity that focuses executives on maximizing stockholder value over the long term. In determining the number of shares of restricted stock, restricted stock units and, except for fiscal year 2024, performance stock units to be granted to our Named Executive Officers, the Compensation Committee takes into account the individual’s position, scope of responsibility, ability to affect profits and stockholder value, the value of equity incentive awards in relation to other elements of the individual executive’s total compensation and market competitive data. All awards of restricted stock, restricted stock units and performance stock units to our executive officers are made by the Compensation Committee. Fiscal Year 2024 Restricted Stock Awards The Compensation Committee increased the portion of total compensation represented by restricted stock awards to 35% to 60% of total target compensation for fiscal year 2024 compared to 28% to 42% for fiscal year 2023. For fiscal year 2024, the Compensation Committee did not award performance stock units, which represented 14% to 21% of total target compensation for fiscal year 2023. In October 2023 (fiscal year 2024), the Compensation Committee made grants of restricted stock to the Named Executive Officers (other than the Interim Chief Executive Officer). These grants were designed such that a combination of the remaining vesting on awards made previously and vesting of the new awards would result in an equal amount of stock vesting each year over the next five years. Establishing this program with equal vesting over a five-year period required significant grants in fiscal year 2024 which we do not expect to repeat in future periods. The table below shows restricted stock awards to our Named Executive Officers in fiscal year 2024. The Compensation Committee did not award performance stock units in fiscal year 2024.
Elements of Compensation
| Named Executive Officer | Restricted Stock Awards | | Robert E. Price | N/A | | Michael L. McCleary | 48,453 | | John D. Hildebrandt | 119,648 | | Francisco Velasco | 54,331 | | David N. Price | 51,020 |
Elements of Compensation
Fiscal Year 2025 Restricted Stock and Performance Stock Unit Awards Going forward, the Compensation Committee intends to make smaller awards that vest solely at the end of five years, such that each executive has awards with five years of future vesting at all times. For fiscal year 2025, half of the equity awards vesting at the end of five years will be restricted stock awards or restricted stock units and half will be performance stock units. In the case of the fiscal year 2025 performance stock unit awards, the performance criteria require achievement of specified levels of Net merchandise sales or Adjusted operating income for fiscal year 2025, whichever yields the greater performance achievement
Elements of Compensation
level. Achievement of specified levels of Net merchandise sales will result in satisfaction of the performance component of vesting with respect to 100% of target performance stock units with no opportunity for overachievement. As an alternative performance metric, and without duplication of achievement based on Net merchandise sales, the performance component of vesting will be satisfied at 0% to 150% of target performance stock units awards based on the amount by which Adjusted operating income exceeds target, if any. Repurchases of Vested Shares for Tax Withholding Our Named Executive Officers recognize taxable income from restricted stock, restricted stock units and performance stock units when and as shares vest. On each vesting date, the Company repurchases a portion of the shares vesting on such vesting date from the participant to cover the tax obligations triggered by the vesting. The Company repurchases the shares on the date of the vesting at their fair market value (based on the prior day’s closing price per share) and pays this amount directly to the taxing authorities. The Company generally receives a corresponding tax deduction for compensation expense in the year of vesting, subject to limits on the deductibility of compensation in excess of $1.0 million paid to certain executives under Internal Revenue Code Section 162(m). The amount included in the participant’s wages upon such vesting, and, subject to Section 162(m), the amount we may deduct, is equal to the fair market value of a share of Common Stock on the date the shares vest, multiplied by the number of shares vesting. Other Benefits. PriceSmart’s Named Executive Officers are eligible to participate in all of our employee benefit plans, such as our 401(k) plan and our medical, dental, vision, long and short-term disability and life insurance plans, in each case on the same basis as other employees. We also provide identity theft protection services for our executive officers. The Compensation Committee believes that these perquisites are no greater than competitors’ practices.
Peer Group
Peer Group The Compensation Committee establishes individual executive compensation at levels the Compensation Committee believes are comparable with those of executives in other companies of similar size and stage of development operating in retail industries, taking into account our own strategic goals and our relative performance. There are few publicly traded companies in the U.S. that have a similar profile to PriceSmart’s in terms of operating model, customer focus and geographic footprint. The complexities of our business show up in our daily operations in navigating different local and international laws, local customs and preferences, political changes and foreign currency conversions. We are not like many traditional retailers, which is evidenced to a degree by the fact that only five public companies in the U.S. – Costco, Petco, Grocery Outlet, Edgewood Personal Care Company and Savers Value Village – name PriceSmart as a peer company in their proxies. The most directly comparable company to PriceSmart is Costco, whose size relative to PriceSmart’s makes comparisons impractical for executive compensation purposes. In developing a peer group for executive pay purposes, we started with a premise that a diverse set of US-based retailers and grocers would be most reflective – though not fully reflective – of our Company’s business focus and managerial complexity, as well as the market within which we compete for executive-level talent. The Compensation Committee reviews and adjusts its peer group from time to time to ensure continuing relevance with our company size, the complexities associated with our international footprint, our mix of brick and mortar and eCommerce sales, our business strategy and our executive talent needs. In April 2023, the Compensation Committee, with advice from its independent executive compensation consultant, reviewed and revised its list of peer companies. In this process, the Compensation Committee removed nine companies it previously listed as peer companies primarily due to differences between their industry focus and ours and added five new companies that are size appropriate and closer to the Company’s broad retail focus. Even after updating the list of peer companies, the Compensation Committee noted that while each of the peer companies features at least one aspect of the Company’s business, no single company identified as a peer has international operations, both brick and mortar and eCommerce sales, and a low-margin model focused on sourcing and selling products in high volumes.
Peer Group
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Peer Group
The peer group used in setting fiscal year 2024 compensation consisted of the following companies:
Peer Group
| Academy Sports and Outdoors | Grocery Outlet | The Andersons | | Big Lots | Ingles Market | The Chefs’ Warehouse | | BJ’s Wholesale Club | Mercado Libre | The ODP Corporation | | Burlington Stores | Ollie’s Bargain Outlet | Village Super Market | | Chewy | SpartanNash | Weis Markets | | Five Below | Sprouts Farmers Market | |
Peer Group
These companies were identified based on the following criteria:
Peer Group
| • | Consumer staples and consumer discretionary. The Compensation Committee assigned priority to companies engaged in retail sales of consumer staples, including food, and consumer discretionary items, such as durables and apparel. |
Peer Group
| • | Comparable scale by revenue and market capitalization. At the time the Compensation Committee established the peer group, the 17 companies reported annual revenue ranging roughly from 0.3x to 3x PriceSmart’s revenue and had market capitalizations of 0.3 to 3x PriceSmart’s market capitalization. |
Peer Group
| • | Comparable companies used by proxy advisors. In identifying the peer group, the Compensation Committee took note of the peer groups proxy advisors will use in evaluating our executive compensation and determining their “Say on Pay” recommendations. |
Peer Group
| • | Peer companies. The Compensation Committee took into account companies that identify the Company as a peer company. |
Peer Group
| • | Similar business complexity. The Compensation Committee assigned priority to comparable companies with similar business complexity. |
Peer Group
| • | Pay practices. The Compensation Committee sought to include companies that clearly disclose their compensation programs and that do not engage in what our compensation consultant viewed as unusual pay practices. |
Peer Group
For fiscal year 2024, as a part of its compensation program review process, the Compensation Committee assessed base salary, target annual cash incentive opportunity, target total cash compensation, target grant date value of long-term incentives, and target total compensation compared to peer group and AON Radford executive compensation survey data, with peer proxy data used as the primary benchmark for chief executive, chief financial and chief operating officer positions and reference matched for the general counsel position. Survey data was used as the primary benchmark for all other positions. The Compensation Committee noted substantial variation between the compensation levels and pay mix of similarly situated executives, particularly when evaluating the competitiveness of the Company’s long-term incentive awards. The Compensation Committee believes that for top executives, it is in the Company’s interest to recognize the complexities of the retail global market and the extreme and unpredictable challenges faced by the Company not typically found in developed markets. These challenges and characteristics are not fully captured by any single company listed in our peer group. These differences are considered by the Compensation Committee when evaluating the peer group and PriceSmart’s executive compensation relative to the peer group and in determining target compensation opportunities. Compensation data for the peer group of companies and survey data are among only two of the many factors the Compensation Committee considers in setting compensation for PriceSmart’s Named Executive Officers, and actual compensation may vary based on the Compensation Committee’s review of other considerations, including the Company’s and the individual Named Executive Officer’s performance and the value to the Company of the executive’s leadership and other skills.
Peer Group
| 32 | PriceSmart, Inc. Notice of 2025 Annual Meeting of Stockholders and Proxy Statement |
Severance and Change in Control Payments
Severance and Change in Control Payments We have entered into agreements that require us to make payments and/or provide benefits to our Named Executive Officers other than our Interim Chief Executive Officer under specified circumstances in the event of a termination of their employment without cause, resignation for “good reason” or our providing notice of our intent not to renew the agreement at the end of the then-current term. Such severance benefits are designed to alleviate the financial impact of an involuntary termination through salary continuation and are intended to provide for a stable work environment. Our agreement with our President and Chief Operating Officer John Hildebrandt further provides that solely in the case of a termination of Mr. Hildebrandt’s employment by the Company without “cause” at a time when Robert Price is not serving as the Company’s Chief Executive Officer, the equity awards granted to Mr. Hildebrandt shall, to the extent then unvested, vest in accordance with the following: (a) 100% of all service-based equity awards will vest as of the termination date; and (b) the service component of vesting of performance-based equity awards will be deemed satisfied such that, subject to the determination of the Compensation Committee that the performance criteria for such equity awards have been satisfied, all performance-based awards shall vest at the applicable level of vesting achieved pursuant to the terms of such equity awards based on the Company’s performance upon the later of (i) the termination date and (ii) the date on which the Compensation Committee determines that such performance criteria have been met. We believe that reasonable severance benefits for our Named Executive Officers are important because it may be difficult for our executive officers to find comparable employment within a short period of time following certain qualifying terminations. We also provide for accelerated vesting of the time-based component of all equity awards for all employees in the event of a change in control as a means of reinforcing and encouraging the continued attention and dedication of our employees to their duties of employment without personal distraction or conflict of interest in circumstances which could arise from the occurrence of a change in control. We believe that the interests of stockholders will be best served if the interests of our senior management are aligned with them, and providing these change-in-control benefits should eliminate, or at least reduce, the reluctance of senior management to pursue potential change in control transactions that may be in the best interests of stockholders. The Company provides severance and change-in-control benefits because they are essential to help us fulfill our objectives of attracting and retaining key managerial talent. These agreements are intended to be competitive with those of similarly sized companies in our industry and company size and to attract and retain highly qualified individuals. While these arrangements form an integral part of the total compensation provided to these individuals and are considered by the Compensation Committee when determining executive officer compensation, the decision to offer these benefits did not influence the Compensation Committee’s determinations concerning other direct compensation or benefit levels.
Summary of Compensation
| Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Robert E. Price(2) | | | | | | | | | —Interim Chief Executive Officer | | | | | | | | | | 2024 | $— | $— | $— | $— | $— | $— | | | 2023 | — | — | — | — | — | — | | Michael L. McCleary | | | | | | | | | —Executive Vice President and Chief Financial Officer | | | | | | | | | | 2024 | 700,000 | — | 3,478,441 | 168,000 | 151,582(3) | 4,498,023 | | | 2023 | 650,000 | — | 639,746 | 383,146 | 39,114(3) | 1,712,006 | | | 2022 | 610,000 | 150,000 | 628,723 | 299,335 | 33,411(3) | 1,721,469 | | John D. Hildebrandt | | | | | | | | | —President and Chief Operating Officer | | | | | | | | | | 2024 | 1,000,000 | — | 8,589,530 | 320,000 | 319,683(4) | 10,229,213 | | | 2023 | 816,413 | — | 1,336,514 | 838,131 | 41,083(4) | 3,032,141 | | | 2022 | 583,332 | 155,000 | 465,074 | 294,428 | 28,880(4) | 1,526,714 | | Francisco Velasco | | | | | | | | | —Executive Vice President, Secretary and General Counsel | | | | | | | | | | 2024 | 760,000 | — | 3,900,423 | 200,000 | 164,980(5) | 5,025,403 | | | 2023 | 675,000 | — | 723,806 | 397,882 | 38,807(5) | 1,835,495 | | | 2022 | 615,000 | 100,000 | 628,723 | 301,788 | 36,513(5) | 1,682,024 | | David N. Price | | | | | | | | | —Executive Vice President and Chief Transformation Officer | | | | | | | | | | 2024 | 685,000 | — | 3,662,726 | 171,250 | 138,594(6) | 4,657,570 |
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table sets forth certain information with respect to grants of plan-based awards for the fiscal year ended August 31, 2024 to the Named Executive Officers.
Grants of Plan-Based Awards
| | | Estimated Future Payouts under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts under Equity Incentive Plan Awards | | | All Other Stock Awards: | Grant Date Fair Value Stock and Option ($)(2) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Number of Shares | | | Robert E. Price | | | | | | | | | | | | | $— | $— | $— | — | — | — | — | $— | | Michael L. McCleary | | | | | | | | | | | | | N/A | 35,000(3) | 35,000 | | | | | | | | | 105,000 | 140,000(4) | 140,000 | | | | | | | | 10/23/2023(5) | | — | — | — | — | — | 48,453 | 3,478,441 | | John D. Hildebrandt | | | | | | | | | | | | | N/A | 64,000(3) | 64,000 | | | | | | | | | 192,000 | 256,000(4) | 256,000 | | | | | | | | 10/23/2023(5) | | — | — | — | — | — | 119,648 | 8,589,530 | | Francisco Velasco | | | | | | | | | | | | | N/A | 40,000(3) | 40,000 | | | | | | | | | 120,000 | 160,000(4) | 160,000 | | | | | | | | 10/23/2023(5) | | — | | — | — | — | 54,331 | 3,900,422 | | David N. Price | | | | | | | | | | | | | N/A | 34,250 | 34,250 | | | | | | | | | 102,750 | 137,000 | 137,000 | | | | | | | | 10/23/2023(5) | | | | — | — | — | 51,020 | 3,662,726 |
Grants of Plan-Based Awards
| (1) The amounts in the columns under “Estimated Future Payouts under Non-Equity Incentive Plan Awards” represent our named executive officers’ threshold and target annual cash incentive awards for fiscal year 2024 for (i) individual performance and (ii) corporate performance up to target pursuant to the 2024 bonus plan. The annual cash incentive awards are further described in the “Elements of Compensation” section of the “Compensation Discussion and Analysis.” For fiscal year 2024, we achieved growth in Total revenues of 11.4% and growth in Net merchandise sales (constant currency) of 8.6% and achieved Adjusted operating income of $220.9 million, all of which were greater than the performance levels required for payment 100% of the portion of each executive officer’s annual cash incentive award based on corporate performance. |
Grants of Plan-Based Awards
| (2) Represents the aggregate grant date fair value of the restricted stock awards and performance stock units granted to the Named Executive Officers in the relevant fiscal year in accordance with FASB Accounting Standards Codification ASC 718, “Share-Based Payment” (“ASC 718”). Stock awards granted in fiscal year 2024 vest over five years from the date of grant. |
Grants of Plan-Based Awards
| (3) Represents portion of annual cash incentive where payment is based on achievement of individual performance factors. Such payments are not subject to a threshold but are subject to a maximum equal to the target amount. |
Grants of Plan-Based Awards
| (4) Represents portion of annual cash incentive where payment is based on achievement of corporate performance factors. Such payments are subject to a threshold equal to 75% of the target amount and are subject to a maximum of 100%. |
Grants of Plan-Based Awards
| (5) Award of restricted stock with time-based vesting. |
Grants of Plan-Based Awards
| PriceSmart, Inc. Notice of 2025 Annual Meeting of Stockholders and Proxy Statement | 37 |
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End The following table sets forth certain information with respect to outstanding equity awards at August 31, 2024 with respect to the Named Executive Officers.
Outstanding Equity Awards at Fiscal Year End
| Name | Grant Date | Number of Shares of Stock That Have Not Vested (#)(1) | Market Value of Shares of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares or Other Rights That Have Not Vested ($)(2) | | Robert E. Price | | | | | | | | N/A | — | $— | — | $— | | Michael L. McCleary | | | | | | | | 9/29/2021 | — | — | 873 | 78,203 | | | 9/30/2022 | 2,423 | 217,052 | 2,423 | 217,052 | | | 10/23/2023 | 48,453 | 4,340,420 | — | — | | John D. Hildebrandt | | | | | | | | 9/29/2021 | — | — | 537 | 48,104 | | | 5/24/2022 | — | — | 115 | 10,302 | | | 9/30/2022 | 2,831 | 253,601 | 2,831 | 253,601 | | | 1/31/2023 | 1,806 | 161,781 | 1,806 | 161,781 | | | 10/23/2023 | 119,648 | 10,718,068 | — | — | | Francisco Velasco | | | | | | | | 9/29/2021 | — | — | 873 | 78,203 | | | 9/30/2022 | 2,742 | 245,628 | 2,742 | 245,628 | | | 10/23/2023 | 54,331 | 4,866,971 | — | — | | David N. Price | | | | | | | | 3/9/2022 | 351 | 31,443 | — | — | | | 1/31/2023 | 387 | 34,667 | 388 | 34,757 | | | 8/4/2023 | 121 | 10,839 | 121 | 10,839 | | | 10/23/2023 | 51,020 | 4,570,372 | — | — |
Outstanding Equity Awards at Fiscal Year End
| (1) Each restricted stock award is subject to certain accelerated vesting upon a change in control, as described under “— Equity Incentive Plans” above. The vesting schedule of shares of restricted stock with service-based vesting requirements, are presented in the table below. |
Outstanding Equity Awards at Fiscal Year End
| 40 | PriceSmart, Inc. Notice of 2025 Annual Meeting of Stockholders and Proxy Statement |
Outstanding Equity Awards at Fiscal Year End
| Vesting Date | Robert E. Price | Michael L. McCleary | John Hildebrandt | Francisco Velasco | David N. Price | | January 24, 2025 | — | — | — | — | 351 | | August 29, 2025 | — | 2,423 | 4,637 | 2,742 | 508 | | October 26, 2024 | — | 7,628 | 21,639 | 8,723 | 9,543 | | October 26, 2025 | — | 9,651 | 23,138 | 10,745 | 9,922 | | October 26, 2026 | — | 11,490 | 26,720 | 12,826 | 10,688 | | October 26, 2027 | — | 11,490 | 26,720 | 12,826 | 10,688 | | October 26, 2028 | — | 11,490 | 26,720 | 12,826 | 10,688 |
Outstanding Equity Awards at Fiscal Year End
| (2) The market value is computed by multiplying the closing market price of the Company’s Common Stock ($89.58) on August 31, 2024 by the number of shares subject to stock award. |
Outstanding Equity Awards at Fiscal Year End
| (3) Awards of performance stock units. |
Outstanding Equity Awards at Fiscal Year End
The following table sets forth certain information with respect to the vesting of shares of restricted stock during the fiscal year ended August 31, 2024 with respect to the Named Executive Officers.
Outstanding Equity Awards at Fiscal Year End
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting | Value Realized on Vesting(1) | | Robert E. Price | — | $— | | Michael L. McCleary | 7,182 | 589,380 | | John D. Hildebrandt | 10,192 | 836,751 | | Francisco Velasco | 8,246 | 671,762 | | David N. Price | 1,560 | 124,621 |
Outstanding Equity Awards at Fiscal Year End
| (1) The value realized upon vesting of a stock award is calculated based on the number of shares vesting multiplied by the fair market value per share of the Common Stock on the vesting date. |
Pension Benefits
Pension Benefits Other than the Company’s retirement plan, which is described above, the Company does not have any plan that provides for payments or other benefits at, following, or in connection with, retirement for our Named Executive Officers.
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation The Company does not have any plan that provides for deferred compensation.
Director Compensation
Director Compensation Each non-employee director receives an annual retainer of $50,000 per year for serving on the Board of Directors. Mr. R. Price does not receive compensation for service as Chairman of the Board or as a member of any committee. Mr. Snyder received $35,000 for service as Vice Chairman of the Board. Mr. D. Price does not receive compensation for his service on the Board or as a member of any committee. The table set forth below describes additional compensation paid to directors for service as chairmen or members of committees.
Director Compensation
| Committee | Chair | Member | | Audit | $45,000 | $15,000 | | Compensation | 25,000 | 10,000 | | Nominating/Corporate Governance | 15,000 | 5,000 | | Finance | 25,000 | 10,000 | | Executive | N/A | 5,000 | | Digital Transformation | 50,000 | 5,000 | | Environmental and Social Responsibility(1) | 15,000 | 5,000 |
Director Compensation
| (1) The Board has determined to dissolve the Environmental and Social Responsibility Committee concurrently with the 2025 Annual Meeting of Stockholders. |
Director Compensation
| 42 | PriceSmart, Inc. Notice of 2025 Annual Meeting of Stockholders and Proxy Statement |
Director Compensation
Effective February 1, 2024, the Board of Directors granted to each non-employee director an award of restricted stock units under the 2013 Plan, with dividend equivalents thereon, covering a number of shares having a value equal to $145,000. To determine the number of shares covered by the new grants, the Board of Directors divided the dollar value of the award to be granted by the 30-trading-day average of the Company’s stock price prior to the grants. These awards will vest in full on January 30, 2025 or the date of the Company’s next annual meeting of stockholders, whichever is sooner, subject to the non-employee director’s continued service on the Board of Directors on such vesting date. The vesting of all restricted stock units accelerates automatically upon a change in control. Directors also receive reimbursement for travel expenses incurred in connection with their duties as directors. The following table sets forth a summary of the compensation we paid or that was earned by our non-employee directors in the fiscal year ended August 31, 2024.
Director Compensation
| Name | Fees Earned or Paid in Cash | Stock Awards(1)(2) | All Other Compensation(3) | Total | | Sherry S. Bahrambeygui | $55,000 | $149,379 | $4,244 | $208,623 | | Jeffrey Fisher | 75,000 | 149,379 | 4,244 | 228,623 | | Gordon H. Hanson | 65,000 | 149,379 | 4,244 | 218,623 | | Beatriz V. Infante | 115,000 | 149,379 | 4,244 | 268,623 | | Leon C. Janks | 155,000 | 149,379 | 4,244 | 308,623 | | Patricia Márquez | 92,074 | 149,379 | 4,244 | 245,697 | | Robert E. Price(4) | — | — | — | — | | David R. Snyder | 145,000 | 149,379 | 4,244 | 298,623 | | John D. Thelan | 32,074 | 149,379 | 4,244 | 185,697 | | Edgar Zurcher | 54,753 | 149,379 | 4,244 | 208,376 |
Director Compensation
| (1) Represents the aggregate grant date fair value of the restricted stock unit award granted to the director on February 1, 2024 calculated in accordance with ASC 718. |
Director Compensation
| (2) The aggregate number of restricted stock unit awards outstanding at the end of fiscal year 2024 for each of the directors was as follows: Sherry Bahrambeygui 1,965; Jeffrey Fisher 1,965; Gordon Hanson, 1,965; Beatriz V. Infante, 1,965; Leon C. Janks, 1,965; Patricia Márquez, 1,965; David R. Snyder 1,965; John D. Thelan, 1,965; and Edgar Zurcher, 1,965. |
Director Compensation
| (3) Represents the amount paid to the director pursuant to dividend equivalents on such director’s unvested restricted stock units. |
Director Compensation
| (4) Effective May 1, 2012, Mr. Price declined further compensation for his services as a director. |
Director Compensation
| PriceSmart, Inc. Notice of 2025 Annual Meeting of Stockholders and Proxy Statement | 43 |
Pay Ratio
Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the median annual total compensation of all our employees and the annual total compensation of our former Chief Executive Officer and Interim Chief Executive Officer. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. For fiscal year 2024, our last completed fiscal year:
Pay Ratio
| • | the median of the annual total compensation of all employees of our Company (other than our current Chief Executive Officer) was $11,823; and |
Pay Ratio
| • | our Interim Chief Executive Officer has declined to receive compensation for his services. |
Pay Ratio
Based on this information, for fiscal year 2024, the ratio of the annualized total compensation of our Interim Chief Executive Officer to the median of the annual total compensation of all employees is not meaningful because he does not receive any compensation for his services. To identify the median of the annual total compensation of all our employees and determine the annual total compensation of our median employee and the annual total compensation of our Chief Executive Officer, we took the following steps:
Pay Ratio
| 1. | We identified the median employee using our employee population on August 31, 2024, the last day of fiscal year 2024. This population consisted of full-time employees and part-time employees. |
Pay Ratio
| 44 | PriceSmart, Inc. Notice of 2025 Annual Meeting of Stockholders and Proxy Statement |
Pay Ratio
| 2. | To identify the “median employee” from our employee population, we first determined the amount of each employee’s gross earnings (i.e., sum of base pay, cash bonus and equity compensation) as reflected in our payroll records for fiscal year 2024. We then identified our median employee from our employee population using this compensation measure, which was consistently applied to all our employees included in the calculation. |
Pay Ratio
| 3. | Our median employee is a Food Service Staff Member in one or our Panama warehouse clubs. We are required to identify the median employee only once every three years and calculate total compensation for that employee each year. For purposes of this year’s calculation, we identified a new employee based on the 2024 employee population. |
Pay Ratio
| 4. | We combined all of the elements of our median employee’s compensation for fiscal year 2024, calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $11,823. |
Pay Ratio
| PriceSmart, Inc. Notice of 2025 Annual Meeting of Stockholders and Proxy Statement | 45 |
Pay Ratio
Pay Versus Performance As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s core compensation objectives, refer to the “ Compensation Discussion and Analysis ” above.
Pay Ratio
| | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Fiscal Year | Summary Compensation Table Total for PEO ($) (1) | | Compensation Actually Paid to PEO ($) (2) | | Average Summary Compensation Table Total for Non-PEO NEOs ($) (3) | Average Compensation Actually Paid to Non-PEO NEOs ($) (4) | Total Shareholder Return ($) (5) | Peer Group Total Shareholder Return ($) (6) | Net Income ($) (7) (in thousands) | Adjusted Operating Income ($) (8) (in thousands) | | (a) | (b) | | (c) | | (d) | (e) | (f) | (g) | (h) | (i) | | | Robert Price | Sherry Bahrambeygui | Robert Price | Sherry Bahrambeygui | | | | | | | | 2024 | $ — | N/A | $ — | N/A | $6,102,552 | $7,396,819 | $144 | $127 | $138,875 | $220,944 | | 2023 | — | $8,595,042 | — | $5,356,031 | 1,821,651 | 1,994,184 | 125 | 103 | 109,205 | 205,128 | | 2022 | N/A | 10,182,186 | N/A | 7,318,252 | 1,634,296 | 1,282,071 | 98 | 90 | 104,553 | 178,592 | | 2021 | N/A | 7,550,113 | N/A | 9,430,543 | 1,260,906 | 1,631,591 | 130 | 113 | 98,159 | 151,678 |
Pay Ratio
| (1) The dollar amounts reported in column (b) are the amounts of total compensation reported in the “Total” column of the “Summary Compensation Table” for Mr. Price and for the corresponding years in which he served as our Interim Chief Executive Officer. |
Pay Ratio
| (2) The dollar amounts reported in column (c) represent the amounts of “compensation actually paid” to Mr. Price, as computed in accordance with Item 402(v) of Regulation S-K, for the fiscal years in which he served as our Interim Chief Executive Officer. The dollar amounts do not reflect the actual amount of compensation earned by or paid to him during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the Summary Compensation Table total compensation for each year to determine the compensation actually paid for the relevant fiscal year: |
Pay Ratio
| Year | Reported Summary Compensation Table Total for PEO ($) | Reported Value of Equity Awards ($) (a) | Equity Award Adjustments ($) (b) | Compensation Actually Paid to PEO ($) | | Mr. Price | | | | | | 2024 | $ — | $ — | $ — | $— | | 2023 | — | — | — | — | | Ms. Bahrambeygui | | | | | | 2024 | N/A | N/A | N/A | N/A | | 2023 | 8,595,042 | (6,237,921) | 2,998,910 | 5,356,031 | | 2022 | 10,182,186 | (6,286,988) | 3,423,054 | 7,318,252 | | 2021 | 7,550,113 | (3,576,958) | 5,457,388 | 9,430,543 |
Pay Ratio
| (a) The grant date fair value of equity awards represents the total amounts reported in the “Stock Awards” and “Option Awards” column of the “Summary Compensation Table” for the applicable year. |
Pay Ratio
| 46 | PriceSmart, Inc. Notice of 2025 Annual Meeting of Stockholders and Proxy Statement |
Pay Ratio
| (b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any equity awards granted in prior years that are outstanding and unvested as of the end of the applicable year; and (iii) for equity awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value. The Company did not (i) grant any equity awards that were granted and vested in the same year or (ii) pay any dividends or other earnings on equity awards that are not otherwise reflected in the fair value of the equity award. The amounts deducted or added in calculating the equity award adjustments are as follows: |
Pay Ratio
| | Year-end Fair Value of Unvested Equity Awards Granted in the Year ($) | Year-Over- Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year- Over- Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Value of Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Equity Award Adjustments ($) | | Price, Robert E. | | | | | | | | | 2024 | $ — | $ — | $ — | $ — | $ — | $ — | $ — | | 2023 | — | — | — | — | — | — | — | | Bahrambeygui, Sherry S. | | | | | | | | | 2024 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | 2023 | 2,919,221 | — | 2,471,250 | (448,033) | (1,943,528) | — | 2,998,910 | | 2022 | 3,868,201 | (503,048) | 1,127,973 | (476,450) | (593,624) | — | 3,423,054 | | 2021 | 3,180,659 | 432,177 | 1,210,595 | (633,958) | — | — | 5,457,388 |
Pay Ratio
| (3) The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s NEOs as a group (excluding our Chief Executive Officer) in the “Total” column of the “Summary Compensation Table” in each applicable year. The names of the NEOs (excluding our Chief Executive Officer) included for purposes of calculating the average amounts for each applicable year are as follows: (i) for 2024 Michael L. McCleary, John D. Hildebrandt, Francisco Velasco, David N. Price, (ii) for 2023, Michael L. McCleary, John D. Hildebrandt, Francisco Velasco, Ana Luisa Bianchi and Nicolas Maslowski; (iii) for 2022, Mr. McCleary, Mr. Hildebrandt, Mr. Velasco, Juan Ignacio Biehl and William J. Naylon; and (iv) for 2021, Mr. McCleary, Mr. Naylon, Mr. Velasco and Mr. Hildebrandt. |
Pay Ratio
| (4) The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding our Chief Executive Officer), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding our Chief Executive Officer) during the applicable year and were not considered by the Compensation Committee at the time it made decisions with respect to the compensation of the NEOs. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding our Chief Executive Officer) for each fiscal year to determine the compensation actually paid , using the same methodology described above in Note 2: |
Pay Ratio
| Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs ($) | Average Reported Value of Equity Awards ($) | Average Equity Award Adjustments ($) (a) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | $6,102,552 | $(4,907,780) | $6,202,047 | $7,396,819 | | 2023 | 1,821,651 | (614,734) | 787,266 | 1,994,184 | | 2022 | 1,634,296 | (586,315) | 234,091 | 1,282,071 | | 2021 | 1,260,906 | (368,831) | 739,516 | 1,631,591 |
Pay Ratio
| PriceSmart, Inc. Notice of 2025 Annual Meeting of Stockholders and Proxy Statement | 47 |
Pay Ratio
| (a) The amounts deducted or added in calculating the total average equity award adjustments are as follows: |
Pay Ratio
| Year | Year-end Fair Value of Unvested Equity Awards Granted in the Year ($) | Year-Over- Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year- Over- Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Value of Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Equity Award Adjustments ($) | | 2024 | $6,123,958 | $59,009 | $— | $19,080 | $— | $— | $6,202,047 | | 2023 | 624,093 | 44,866 | 178,658 | 33,492 | (93,842) | — | 787,266 | | 2022 | 295,066 | (61,519) | 105,339 | (104,796) | — | — | 234,091 | | 2021 | 342,290 | 159,235 | 110,223 | 127,768 | — | — | 739,516 |
Pay Ratio
| (5) Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. |
Pay Ratio
| (6) Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: the S&P 500 Consumer Discretionary Distribution & Retail Index over the same period. |
Pay Ratio
| (7) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. |
Pay Ratio
| (8) “Adjusted operating Income” is measured as reported Operating income adjusted for items that are not the result of our normal operations. For fiscal year 2024, no add backs were included. For fiscal year 2023, the Compensation Committee approved add backs for the impact of separation costs associated with our Chief Executive Officer departure, less savings associated with our Interim CEO’s choosing to decline to receive compensation for his services; the write-off of certain VAT receivables following unfavorable court rulings; $2.1 million of Aeropost-related write-offs in the first quarter of fiscal year 2023 and $660,000 of a receivable written-off in connection with the settlement in the third quarter of fiscal year 2023 of a claim for indemnification from the buyer of the Aeropost business; a $5.1 million adjustment representing 50% of impairment and closure costs and other unbudgeted losses associated with our Trinidad sustainable packaging plant; and a $9.2 million charge to settle minimum tax litigation in one of our markets. While the Company uses various financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that Adjusted operating income is the financial performance measure that, in the Company’s and the Compensation Committee’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to Company performance. Reconciliation and further information for Adjusted operating income can be found on Appendix A. |
Analysis of the Information Presented in the Pay versus Performance Table
Analysis of the Information Presented in the Pay versus Performance Table As noted above, the Company’s executive compensation program reflects a mix of objective financial performance measures. As a result, the Company’s financial performance measures will not specifically align with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table.
Compensation Actually Paid and Cumulative TSR; Cumulative TSR of the Company and the S&P 500 Consumer Discretionary Distribution & Retail Index
Compensation Actually Paid and Cumulative TSR; Cumulative TSR of the Company and the S&P 500 Consumer Discretionary Distribution & Retail Index The following graph sets forth the relationship between the compensation actually paid to Mr. Price, Ms. Bahrambeygui (the prior Chief Executive Officer), the average amount of compensation actually paid to our other NEOs, the Company’s cumulative TSR over the three most recently completed fiscal years and the TSR of the S&P 500 Consumer Discretionary Distribution & Retail Index over the same period.
Compensation Actually Paid and Cumulative TSR; Cumulative TSR of the Company and the S&P 500 Consumer Discretionary Distribution & Retail Index
| PriceSmart, Inc. Notice of 2025 Annual Meeting of Stockholders and Proxy Statement | 49 |
Compensation Actually Paid and Net Income
Compensation Actually Paid and Net Income The following graph sets forth the relationship between the compensation actually paid to Mr. Price, Ms. Bahrambeygui, the average amount of compensation actually paid to our other NEOs, the average amount of compensation actually paid to our other NEOs, and the Company’s net income over the three most recently completed fiscal years.
Compensation Actually Paid and Adjusted Operating Income
Compensation Actually Paid and Adjusted Operating Income The following graph sets forth the relationship between compensation actually paid to Mr. Price, Ms. Bahrambeygui, the average amount of compensation actually paid to our other NEOs, the average amount of compensation actually paid to our other NEOs, and our Adjusted operating income during the three most recently completed fiscal years.
Compensation Actually Paid and Adjusted Operating Income
| 50 | PriceSmart, Inc. Notice of 2025 Annual Meeting of Stockholders and Proxy Statement |
Compensation Actually Paid and Adjusted Operating Income
Equity Compensation Plan Information The following table sets forth the number and weighted-average exercise price of securities to be issued upon exercise or vesting of outstanding options, restricted stock units, warrants and rights, and the number of securities remaining available for future issuance under all of our equity compensation plans, at August 31, 2024. For more information regarding the Company’s equity compensation plans, please see “Compensation Discussion and Analysis—Equity Incentive Plans” above.
Compensation Actually Paid and Adjusted Operating Income
| Plan Category | Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights (a) | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b) | Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) | | Equity compensation plans approved by security holders | | | | | Options | — | N/A | —(1) | | Restricted stock, RSUs and PSUs | 771,726 | N/A | 596,058 | | Equity compensation plans not approved by security holders | — | — | — | | Total | 771,726 | N/A | 596,058 |
Compensation Actually Paid and Adjusted Operating Income
| (1) Although the Company does not currently award options, the shares available for future issuance under the Company’s 2013 Equity Incentive Award Plan could be awarded as options, restricted stock, restricted stock units, performance stock units or other forms of equity incentive awards specified in the plan. |
Compensation Actually Paid and Adjusted Operating Income
| PriceSmart, Inc. Notice of 2025 Annual Meeting of Stockholders and Proxy Statement | 51 |
Compensation Actually Paid and Adjusted Operating Income
Certain Transactions