DEF 14A of Five Below, Inc
Filed May 2, 2025 · FY20240001193125-25-110746
BOARD NOMINEES
BOARD NOMINEES The following table provides summary information about each director nominee. At the Annual Meeting, directors will be elected by a majority of votes cast for each director nominee.
BOARD NOMINEES
| | Director Since | | Committee Membership* | | | | Name, Age | | Principal Occupation | AC | CC | NCGC | | Winnie Y. Park, 54 | 2024 | Chief Executive Officer and President of Five Below | | | | | Kathleen S. Barclay, 69 | 2015 | Former Senior Vice President of Human Resources for The Kroger Co. | | | | | Karen Bowman, 61 | 2024 | Former Global Boardroom and Executive Program Leader at Deloitte | | | | | Michael F. Devine, III, 66 | 2013 | Former Executive Vice President and Chief Financial Officer of Coach, Inc. | | | | | Dinesh S. Lathi, 54 | 2018 | Former President and Chief Executive Officer of Tailored Brands | | | | | Richard L. Markee, 71 | 2016 | Former Chairman of Vitamin Shoppe, Inc. | | | | | Thomas M. Ryan, 72 | 2011 | Operating Partner of Advent International Corporation | | | | | Ronald L. Sargent, 69 | 2004 | Interim Chief Executive Officer and Chair of the board of directors of The Kroger Co. | | | | | Mimi E. Vaughn, 58 | 2023 | President and Chief Executive Officer of Genesco, Inc. | | | | | Zuhairah S. Washington, 47 | 2020 | Senior Vice President and General Manager at Zillow Group | | | |
BOARD NOMINEES
| * AC Audit Committee | CC | Compensation Committee | | NCGC Nominating and Corporate Governance Committee | | Chair of the Committee |
BOARD OF DIRECTORS
BOARD OF DIRECTORS Our bylaws provide that the number of members of our board of directors shall be determined by our board from time to time. The size of our board is currently set at 12 members and will be reduced to 10 members, effective as of the Annual Meeting. Our board has previously been divided into three classes with staggered terms, but beginning at the Annual Meeting, our board will no longer be divided into classes, and all directors will be subject to election for one-year terms. At our Annual Meeting, shareholders will elect ten directors to hold office for a one-year term, until our 2026 annual meeting of shareholders. Unless otherwise specified in the proxy, the shares voted pursuant thereto will be cast for each of the nominees listed below. If, for any reason, at the time of election any of the nominees named should decline or be unable to accept his or her nomination or election, it is intended that such proxy will be voted for a substitute nominee, who would be recommended by our board of directors. Our board of directors, however, has no reason to believe that any of the nominees will be unable to serve as a director. The following biographical information is furnished as to each of the nominees.
Nominees for Election to the Board of Directors for a Term Expiring at the 2026 Annual Meeting
Nominees for Election to the Board of Directors for a Term Expiring at the 2026 Annual Meeting Winnie Y. Park. Ms. Park, 50, joined Five Below as our Chief Executive Officer and as a director in December 2024. She previously served as Chief Executive Officer of Forever 21 from January 2022 to December 2024. Prior to that, Ms. Park was Chief Executive Officer of Paper Source, Inc. from 2015 to 2021. In March 2021, Paper Source filed for Chapter 11 bankruptcy protection in the United States Bankruptcy Court for the Eastern District of Virginia and was subsequently acquired by an affiliate of Elliott Investment Management. Earlier in her career, Ms. Park served as Executive Vice President, Global Marketing and Ecommerce, and Vice President, GMM, Merchandising at Duty Free Shoppers (DFS), a division of LVMH, and held roles at Levi Strauss & Co. and McKinsey & Company. Ms. Park also served on the Board of Directors of Dollar Tree, Inc. from 2020 to 2024. The breadth of her leadership experience, especially her merchandising expertise, customer acumen, strong global background, and how she values people and champions organizational culture led to the conclusion that Ms. Park should serve as a director of Five Below. Kathleen S. Barclay. Ms. Barclay, 69, has served as a director since March 2015. Ms. Barclay served as the Senior Vice President of Human Resources for The Kroger Co., a $100 billion grocery supermarket company, from 2009 until her retirement in 2016. Prior to joining The Kroger Co., Ms. Barclay served in many leadership roles at General Motors Corporation, a multinational automotive corporation, from 1985 to 2010, including Vice President of Global Human Resources from 1998 to 2009. Ms. Barclay served as a director of Kontoor Brands from 2019 to 2023. Ms. Barclay’s senior leadership experience with a large-scale, growing retailer led to the conclusion that she should serve as a director of Five Below. Karen Bowman. Ms. Bowman, 61, has served as a director since January 2024. She was previously the Deloitte Global Boardroom and Executive Program Leader and the Deloitte US Vice Chairman and National Sector Leader for the Automotive Industry and the Transportation, Hospitality and Services Industry. She served as a member of the US Deloitte Board of Directors and as a member of the Board of Directors for Deloitte Consulting LLP. She was also the leader of the Deloitte US Business Transformation Integrated Market Offering. She has more than 30 years of professional and consulting experience across a broad range of industries, with specific focus on the consumer industry. She helps clients transform their businesses as well as align their people and business strategies. Ms. Bowman’s senior leadership experience spanning diverse industries, with a keen focus on the consumer industry, led to the conclusion that she should serve as a director of Five Below. Michael F. Devine, III. Mr. Devine, 66, has served as a director since March 2013. Mr. Devine is the former Executive Vice President and Chief Financial Officer of Coach, Inc. Mr. Devine served as Chief Financial Officer at Coach, Inc. since December 2001 and Executive Vice President and Chief Financial Officer since August 2007 until his retirement in August 2011. Mr. Devine currently serves as the Chairman of the Board of Deckers Outdoor Corporation, where he serves on the audit committee and compensation committee. Mr. Devine previously served as a director and member of the audit committee of both Express, Inc. and Nutrisystem, Inc. and as a director of Talbots and Sur La Table. Mr. Devine’s extensive experience in the retail industry, as both an executive officer and director, led to the conclusion that he should serve as a director of Five Below. Dinesh S. Lathi. Mr. Lathi, 54, has served as a director since March 2018. Mr. Lathi is a Senior Operating Partner at Francisco Partners Consulting. He serves as Chairman of the Board of Interior Logic Group, the largest national provider of interior design solutions and installation of high-quality finishes for the building industry, a Director of MyFitnessPal, the leading global nutrition and food tracking app and Chairman of The Weather Company, the world’s most accurate weather forecaster. He was Interim CEO of MyFitnessPal from June 2023 to January 2024 and the Interim CEO of Rugs USA from January 2022 to December 2022. Previously, he served as President and Chief Executive Officer of Tailored Brands, Inc., a leading specialty retailer of men’s suits and formalwear, from March 2019 to March 2021. He joined Tailored Brands’ board of directors in March 2016, and served as its Non-Executive Chairman from April 2017 to August 2018, and its Executive Chairman from August 2018 to March 2019. In August 2020 Tailored Brands, Inc. filed for Chapter 11 bankruptcy protection and, under Mr. Lathi’s leadership, emerged from such protection in December 2020. Previously, he was the Chief Executive Officer of One Kings Lane, a digital home decor shopping platform, from 2014 to 2016, where he also served as the Chief Operating Officer and Chief Financial Officer from 2011 to 2014. Prior to One Kings Lane, Mr. Lathi was a Vice President at eBay, a global online marketplace, where he managed several key areas, including Buyer & Seller Experience. Mr. Lathi’s 20 plus years of leadership experience in the technology and consumer space led to the conclusion that he should serve as a director of Five Below. Richard L. Markee. Mr. Markee, 71, has served as a director since May 2016. Mr. Markee currently serves as a director of Macy’s, Inc. Previously, Mr. Markee served in various leadership positions at Vitamin Shoppe, Inc., including as Non-Executive Chairman from January 2016 to June 2016 and from April 2007 to September 2009, Executive Chairman from April 2011 to January 2016 and Chief Executive Officer and Chairman of the Board from September 2009 to April 2011. He held senior management positions at Toys “R” Us, Inc. from 1998 through November 2006, including Vice Chair of Toys “R” Us, Inc. and President of the Babies “R” Us and the Toys “R” Us U.S. and international operation divisions from August 2004 through November 2006. Mr. Markee previously served as a director of Collective Brands, Inc., The Sports Authority, Inc., Dorel Industries and Toys “R” Us. Mr. Markee’s extensive experience in the retail industry led to the conclusion that he should serve as a director of Five Below. Thomas M. Ryan. Mr. Ryan, 72, has served as a director since 2011. In 2011, Mr. Ryan became an operating partner of Advent International Corporation as a part of its Operating Partner Program. Prior to joining our board of directors, Mr. Ryan served as the Chairman of the board of directors, President and Chief Executive Officer of CVS Caremark Corporation, now CVS Health, a retail pharmacy and healthcare corporation, until he retired in 2011. Mr. Ryan became the Chief Executive Officer of CVS Corporation in 1998 and he also served as the Chairman of the board of directors of CVS Corporation from 1999 to 2007. Mr. Ryan also served as the Chairman of CVS Health’s board of directors from 2007 to 2011. Mr. Ryan currently serves as a director of PJT Partners and previously served as a director of Bank of America Corporation, Yum! Brands, Inc. and Vantiv, Inc. Mr. Ryan’s experience in the retail industry, as both an executive officer and director of a large retail company, led to the conclusion that he should serve as a director of Five Below.
Nominees for Election to the Board of Directors for a Term Expiring at the 2026 Annual Meeting
Ronald L. Sargent. Mr. Sargent, 69, has served as a director since 2004. Mr. Sargent currently serves as the Interim Chief Executive Officer and Chair of the board of directors of The Kroger Co., having previously served as Lead Director, Chairman of the governance committee and as a member of the audit and public responsibilities committees. Mr. Sargent also served as the Chief Executive Officer of Staples, Inc., an office supply company, from 2002 to June 2016 and as Chairman of its board of directors from 2005 to January 2017. He currently serves as a director of Wells Fargo & Co., where he serves as the Chairman of the human resources committee and as a member of the governance and nominating committee and the audit committee. Mr. Sargent previously served as a director of The Home Depot, Inc. and Mattel, Inc. Mr. Sargent’s experience as an executive officer and director of Staples, Inc. as well as his extensive experience in the retail industry led to the conclusion that he should serve as a director of Five Below. Mimi E. Vaughn. Ms. Vaughn, 58, has served as a director since September 2023. Ms. Vaughn is currently President, Chief Executive Officer and Chair of the Board of Genesco Inc. (NYSE: GCO), the parent company of teen retail leader Journeys. Ms. Vaughn joined Genesco 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, including information technology and human resources, 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. 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’s senior leadership experience in multi-brand specialty retail, with a particular focus on the teen customer, led to the conclusion that she should serve as a director of Five Below. Zuhairah S. Washington. Ms. Washington, 47, has served as a director since September 2020. Ms. Washington is currently a senior vice president and general manager at Zillow Group. Previously, Ms. Washington was President and Chief Executive Officer at Otrium, a purpose-driven online marketplace for designer outlet fashion brands. Prior to Otrium, Ms. Washington was SVP and Global Head of Strategic Partners, Lodging and Vacation Rentals at Expedia Group, whose brands include Expedia, Hotels.com, Orbitz and VRBO, from January 2019 to August 2021. Prior to joining Expedia, Ms. Washington was at Egon Zehnder, a global management consulting and executive search firm, from 2018 to 2019, and Uber, where she grew businesses from startup to scale and ran one of the top five U.S. markets, from 2013 to 2018. She also founded Kahnoodle, which was named to Entrepreneur Magazine’s 100 Brilliant Companies of 2012. Ms. Washington currently serves as a director and a member of the audit committee of Olo, the leading on-demand e-commerce platform for the restaurant industry. Ms. Washington earned a joint graduate degree: a JD from Harvard Law School and an MBA from Harvard Business School, and graduated magna cum laude from UCLA with a BA in political science and public policy. In March of 2020, she was named as one of the 100 Most Influential Black Executives in Corporate America by Savoy Magazine. Ms. Washington’s senior leadership experience with large-scale, growing technology companies led to the conclusion that she should serve as a director of Five Below. In addition to the information presented above regarding each nominee’s specific experiences, qualifications, attributes and skills, we believe that all of our nominees have a reputation for integrity and adherence to high ethical standards. Each of our nominees has demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to us and our board. Finally, we value our nominees’ experience on other company boards and board committees. There are no family relationships among any of our directors, nominees or executive officers. Thomas G. Vellios, the current Executive Chairman of our board of directors, and Bernard Kim, a current member of our board of directors, are not standing for re-election at the Annual Meeting.
Summary of Qualifications and Demographics Director Nominees
Summary of Qualifications and Demographics Director Nominees The table below summarizes the specific qualifications, attributes, skills, experience and demographics of each nominee. These are what led our board of directors to conclude that the nominee is qualified to serve on our board of directors. As to the knowledge, skills and experience section, while each nominee is generally knowledgeable in each of these areas, an “X” in the chart below indicates that the item is a specific qualification, attribute, skill or experience that each nominee brings to our board of directors. The lack of an “X” for a particular item does not mean that the nominee does not possess that qualification, attribute, skill or experience.
Summary of Qualifications and Demographics Director Nominees
| | | | | | | | | | | | | Branding Experience | X | | | X | | X | X | X | X | X | | Entrepreneurial | X | | | X | X | X | X | X | | X | | Distribution/Logistics Experience | X | | | X | | | | X | | | | Retail Experience | X | X | X | X | X | X | X | X | X | X | | Sales and Marketing Experience | X | | | | X | X | X | X | X | X | | Financial Literacy and Experience | X | X | X | X | X | X | X | X | X | X | | Public Company Management Experience | X | X | X | X | X | X | X | X | X | X | | Risk Oversight Experience | X | X | X | X | X | X | X | X | X | | | Technology (Consumer, Cybersecurity, Big Data, Social) | X | | | X | X | | | | X | X | | Race / Ethnicity | | | | | | | | | | | | African American or Black | | | | | | | | | | X | | Alaskan Native or Native American | | | | | | | | | | | | Asian | X | | | | X | | | | | | | Hispanic or Latinx | | | | | | | | | | | | Native Hawaiian or Pacific Islander | | | | | | | | | | | | White | | X | X | X | | X | X | X | | | | Two or More Races or Ethnicities | | | | | | | | | X | | | LGBTQ+ | | | | | | | | | | | | Did Not Disclose Demographic Background | | | | | | | | | | | | Gender Identity | | | | | | | | | | | | Female | X | X | X | | | | | | X | X | | Male | | | | X | X | X | X | X | | | | Non-Binary | | | | | | | | | | | | Did Not Disclose Gender | | | | | | | | | | | | Years | <1 | 10 | 2 | 12 | 7 | 8 | 14 | 21 | 2 | 4 |
Director Compensation
Director Compensation In fiscal 2023, we engaged Meridian Compensation Partners, LLC (“Meridian”), the compensation committee’s independent advisor, to review the competitiveness of compensation provided to the board. Based on Meridian’s assessment and the board’s comparison to market, effective June 11, 2024, the board increased the annual cash retainer by $5,000, increased the annual equity grant by $10,000, and increased each of the committee Chair’s annual cash retainers by $5,000. Accordingly, each of our non-employee directors is now entitled to the following pursuant to our Compensation Policy for Non-Employee Directors:
Director Compensation
| • | an annual cash retainer of $90,000 (previously $85,000), paid quarterly, appropriately pro-rated for partial quarters served; |
Director Compensation
| • | an additional annual cash retainer of $80,000 for the non-executive Chairman of the board, paid quarterly, appropriately pro-rated for partial quarters served; |
Director Compensation
| • | an additional annual cash retainer of $35,000 (previously $30,000) for the audit committee Chair, $30,000 (previously $25,000) for the compensation committee Chair and $25,000 (previously $20,000) for the nominating and corporate governance committee Chair, paid quarterly, appropriately pro-rated for partial quarters served; and |
Director Compensation
| • | an annual equity grant with a fair market value of $175,000 (previously $165,000) in the form of restricted stock units vesting on the date of the next annual meeting, with an additional restricted stock |
Director Compensation
| unit grant with a fair market value of $150,000 for the non-executive Chairman of the board with the same vesting terms. |
Director Compensation
| • | If a person becomes a member of the board (including non-executive Chairman of the board) at least 90 days prior to an annual meeting, such person will receive an initial grant of restricted stock units having a Fair Market Value equal to the annual award (and the additional award for the non-executive Chairman, if applicable), appropriately prorated based on the number of days from such person’s commencement of service until the next annual meeting date over 365, and vesting on the next annual meeting date. |
Director Compensation
In addition, in fiscal 2024, the board approved the payment of an additional cash retainer of $30,000 to each of Ms. Bowman and Mr. Ryan, in compensation for additional time that each of them spent on board matters in excess of their ordinary board duties and committee assignments. Each non-employee director has the option to receive some or all of his or her cash retainer in the form of shares of our common stock. Directors do not receive a fee for attending meetings, but they are entitled to reimbursement of travel expenses relating to their service. No changes to director compensation for fiscal 2025 are currently anticipated. The following table sets forth information on the compensation of all our non-employee directors for fiscal 2024.
Director Compensation
| Name | Fees Earned or Paid in Cash (1) ($) | Stock Awards (2) ($) | All Other Compensation ($) | Total ($) | | Kathleen S. Barclay | 111,000 | 174,945 | — | 285,945 | | Karen Bowman | 118,000 | 174,945 | — | 262,945 | | Michael F. Devine III | 116,000 | 174,945 | — | 290,945 | | Bernard Kim | 88,000 | 174,945 | — | 262,945 | | Dinesh S. Lathi | 121,000 | 174,945 | — | 295,945 | | Richard L. Markee | 88,000 | 174,945 | — | 262,945 | | Thomas M. Ryan | 118,000 | 174,945 | — | 262,945 | | Ronald L. Sargent | 88,000 | 174,945 | — | 262,945 | | Mimi E. Vaughn | 88,000 | 174,945 | — | 262,945 | | Zuhairah S. Washington | 88,000 | 174,945 | — | 262,945 |
Director Compensation
| (1) Cash fees include annual director’s retainer (including an additional cash retainer for Ms. Bowman and Mr. Ryan) and, where applicable, committee Chair fees. Messrs. Lathi, Markee and Ryan, and Mses. Barclay and Vaughn elected to receive part of their fees in shares of Company stock in the following amounts: $115,597 for Mr. Lathi, $86,815 for Mr. Markee, $86,308 for Mr. Ryan, and $56,935 for Ms. Barclay and $44,574 for Ms. Vaughn. |
Director Compensation
| (2) The amounts reported in this column reflect the fair value on the grant date of the restricted stock unit awards granted in fiscal 2024 computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation—Stock Compensation. For a discussion of the assumptions and methodologies used to calculate the amounts referred to above, please see the discussion of restricted stock unit awards contained in Note 1 and Note 8 to the consolidated financial statements included as a part of the 2024 Form 10-K, filed with the SEC on March 20, 2025. The aggregate number of shares subject to restricted stock units outstanding at fiscal year-end for each non-employee director was as follows: 1,454 units for each of Mses. Barclay, Bowman, Vaughn and Washington and Messrs. Devine, Kim, Lathi, Markee, Ryan and Sargent, each of which will vest on the date of the Annual Meeting. |
Director Compensation
Compensation of Chairman As noted earlier in this Proxy Statement, Mr. Vellios ceased to be a non-employee director in July 2024, when he was appointed to an executive role. In accordance with SEC guidance, Mr. Vellios’ compensation for all of fiscal 2024 (including compensation received for service as a non-employee director, prior to his appointment to an executive role) is not reported in the director compensation table above and is instead reported in the Summary Compensation Table below. Director Stock Ownership Guidelines Our non-employee directors are subject to stock ownership guidelines. Pursuant to the guidelines, each non-employee director is required to own shares of our common stock having an aggregate fair market value equal to or greater than five times the highest annual cash retainer payable to a non-employee director in the preceding calendar year pursuant to the Compensation Policy for Non-Employee Directors. For purposes of the guidelines, the highest annual cash retainer will include any cash retainer payable in a given calendar year (even if the payment of which is deferred to a later calendar year) and the value of shares or other property received in lieu of a cash retainer in a given calendar year. Any non-employee director serving at the time the guidelines were adopted in 2014 was given five years from the adoption of the guidelines to attain the specified level of equity ownership. Any non-employee director appointed or elected following the adoption of the guidelines is given five years from the date of such appointment or election to attain the specified level of equity ownership. Compliance with the stock ownership guidelines is measured annually on the first trading day of each calendar year, using the closing price of the Company’s common stock on that day. As of January 2, 2025, all non-employee directors for whom the stock ownership guidelines were effective were in compliance. For purposes of the guidelines, a non-employee director’s holdings include: shares held outright by the non-employee director; vested restricted shares and shares subject to vested but unsettled restricted stock units held by the non-employee director; and, in the discretion of the compensation committee, shares otherwise beneficially owned by the non-employee director. Our board of directors may waive compliance with the guidelines on a case by case basis, but it is anticipated that waivers will be rare and in the event of such a waiver, the board of directors will develop alternative ownership guidelines that reflect the intent of these guidelines and the non-employee director’s personal circumstances.
Fiscal 2024 Compensation Highlights
| • | 2024 Annual Incentives: |
Fiscal 2024 Compensation Highlights
| ◾ | 2024 annual incentive metrics were post-incentive adjusted operating income and total Company sales (referred to as “net sales”), equally weighted. |
Fiscal 2024 Compensation Highlights
| ◾ | The compensation committee increased Mr. Anderson’s target annual incentive opportunity from 150% to 175% of base salary. Mr. Anderson forfeited his 2024 annual incentive opportunity upon his departure from the Company. |
Fiscal 2024 Compensation Highlights
| ◾ | Other NEOs were either not eligible for a 2024 annual incentive opportunity due to their role (Mr. Vellios) or start date (Ms. Park), or forfeited their 2024 annual incentive opportunity in exchange for the special retention awards discussed below. Therefore, there was no annual incentive payout to NEOs for fiscal 2024. |
Fiscal 2024 Compensation Highlights
| • | Long-term Equity Incentive Grants: |
Fiscal 2024 Compensation Highlights
| ◾ | In March 2024, the compensation committee granted equity awards to each NEO consisting of time-vesting restricted stock units (“RSUs”) with a 25% weighting and performance-based restricted stock units (“PRSUs”) with a 75% weighting. |
Fiscal 2024 Compensation Highlights
| • | The RSUs vest 50% on the second anniversary of the grant date and 25% on each of the third and fourth anniversaries of the grant date, generally contingent on continued employment with the Company. |
Fiscal 2024 Compensation Highlights
| • | Response to CEO Departure: Mr. Anderson resigned from employment without good reason in July 2024 and did not receive severance benefits in connection with his resignation. Following Mr. Anderson’s departure, Mr. Bull was appointed to serve as our Interim President and Chief Executive Officer and Mr. Vellios was appointed to serve as our Interim Executive Chairman. At that time, the compensation committee took the following actions to retain and motivate our named executive officers: |
Fiscal 2024 Compensation Highlights
| • | RSUs with a grant date value of $1,200,000 ($1,600,000 for Mr. Bull) vesting in installments over two years. |
Fiscal 2024 Compensation Highlights
| • | A cash retention bonus opportunity of $300,000 ($400,000 for Mr. Bull), payable if the executive remains in service through the end of fiscal 2024. |
Fiscal 2024 Compensation Highlights
| • | Cash and equity compensation equal to, and on terms consistent with, the cash retainers and annual stock awards he received as Non-Executive Chairman ($170,000 in annual base cash compensation, and an annual RSU award with a grant date value of $325,000 and one-year vesting); |
Fiscal 2024 Compensation Highlights
| • | An RSU award with a grant date value of $2,000,000, vesting in one year; and |
Fiscal 2024 Compensation Highlights
| • | CEO Hire: In December 2024, Winnie Park was appointed to serve as our new President and Chief Executive Officer. In connection with her appointment, the Company entered into a letter agreement with Ms. Park to set forth the initial terms of her employment and compensation, as approved by the board and compensation committee. Ms. Park had an initial base salary of $1,100,000 per year and a target payout under our annual incentive plan equal to 125% of her base salary (provided that her actual payout for any year may range from zero to 200% of target, depending on actual individual and/or corporate performance). In addition, Ms. Park received (i) in 2024, a new hire equity grant of RSUs with a grant date value of $1,000,000, vesting over two years, and (ii) a commitment for 2025 long-term incentives awards with a grant date value of $4,000,000 and with terms otherwise consistent with those applicable to 2025 long-term incentive awards made to other NEOs. Thus, for 2025, Ms. Park’s target direct compensation (i.e., base salary, target annual incentive opportunity, and grant date value of annual long-term incentive awards) is expected to be $6,475,000. |
Fiscal 2024 Compensation Highlights
| • | (Non-Interim) Executive Chair Compensation: Upon the hire of our new CEO, in December 2024, Mr. Vellios’ role as Executive Chairman ceased to be interim in nature. In recognition of his on-going responsibilities, the compensation committee and our board determined that Mr. Vellios will continue to receive cash and equity compensation equal to, and on terms consistent with, the cash retainers and annual stock awards he received as Non-Executive Chairman. In addition, Mr. Vellios was then awarded additional RSUs with a grant date value of $3,000,000, vesting in one year. The Company then also agreed to a continue to reimburse Mr. Vellios’ work-related private travel expenses and related taxes during the first six months of fiscal 2025, up to a maximum of $500,000. |
Peer Group
Peer Group The peer group for market compensation analysis we used in fiscal 2024 was developed by the compensation committee with the support of Meridian, its independent advisor. The group used for fiscal 2024 purposes was comprised of the following similarly-situated companies within the retail industry:
Peer Group
| Abercrombie & Fitch American Eagle Outfitters, Inc. Bath and Body Works Burlington Stores Columbia Sportswear Crocs Deckers Outdoor Etsy | Floor & Décor Lululemon Athletica Ollie’s Bargain Outlet RH Ulta Beauty, Inc. Urban Outfitters Williams-Sonoma |
Peer Group
At the time the peer group was last updated in 2023, the peer group revenue and market capitalization medians were approximately$4.4B and $8.4B, respectively.
Compensation Consultant
Compensation Consultant In fiscal 2024, the compensation committee engaged Meridian as its independent compensation consultant to conduct market reviews and to provide assistance, guidance, and consideration with respect to, among other things:
Compensation Consultant
| • | Our compensation philosophy and peer group; |
Compensation Consultant
| • | Targeted compensation amounts for Named Executive Officers; |
Compensation Consultant
| • | Ongoing annual and long-term incentive compensation strategy and design; |
Compensation Consultant
| • | Development of special retention program; |
Compensation Consultant
| • | Board of directors’ compensation levels and structure; and |
Compensation Consultant
| • | Overall market trends, regulatory developments, and other executive and governance related pay matters. |
Compensation Consultant
The compensation committee, in conjunction with its compensation advisor, regularly reviews various elements of our compensation program for both crew and directors. In fiscal 2024, Meridian supported the compensation committee with the mandates listed above and also provided other support, including advice regarding the design of our special retention program, advice regarding the compensation of our Executive Chairman and new CEO, and an update on executive compensation governance and regulatory trends. The compensation committee has examined the independence of Meridian under factors contained in the Nasdaq listing standards and determined that Meridian is independent and concluded that their work for us does not raise any conflict of interest. Because of policies and procedures that Meridian and the compensation committee have in place, the compensation committee is confident that the advice it receives from executive compensation consultants at Meridian is objective and not influenced by Meridian’s or its affiliates’ relationships with the Company or its officers.
Annual Incentive Bonus
Annual Incentive Bonus Named Executive Officers earn cash incentive awards under the Five Below, Inc. 2020 Performance Bonus Plan (“Incentive Bonus Plan”) for achieving and exceeding our annual financial goals. The Incentive Bonus Plan is administered by the compensation committee. Payouts under the plan are calculated based on our performance relative to targets that are approved by the compensation committee each year. In March 2024, the compensation committee approved the fiscal 2024 annual incentive program design and performance targets for the Named Executive Officers then in service.
Annual Incentive Bonus
| • | Each Named Executive Officer (other than Mr. Vellios) has a targeted bonus opportunity defined as a percent of base salary. The target bonus opportunities for our Named Executive Officers participating in our fiscal 2024 annual incentive program were as follows: |
Annual Incentive Bonus
| Named Executive Officer | Fiscal 2024 Target Bonus (% of base salary) | | Joel D. Anderson | 175% | | Kenneth R. Bull | 100% | | Kristy Chipman | 75% | | George Hill | 75% | | Michael F. Romanko | 100% | | Eric M. Specter | 75% |
Annual Incentive Bonus
| • | The performance metrics are post-incentive adjusted operating income and total Company sales (referred to as “net sales”), equally weighted. Post-incentive adjusted operating income is a non-GAAP measure. See Appendix A-1 for how we define post-incentive adjusted operating income and a reconciliation of post-incentive adjusted operating income to GAAP operating income. |
Annual Incentive Bonus
| • | Payouts for each metric can range from 0% to 200% of target, with payouts interpolated on a linear basis for actual performance that falls between threshold, target, above target and maximum performance goals. |
Annual Incentive Bonus
| • | For the portion of the bonus determined based on net sales, payout is capped at target if post-incentive adjusted operating income does not equal or exceed the threshold level. |
Annual Incentive Bonus
In early fiscal 2024, the compensation committee set target goals that were challenging and considered the Company’s growth expectations and strategy. Additionally, the level of performance required to achieve maximum payout under the Incentive Bonus Plan was determined by the compensation committee to be reflective of truly outstanding performance. The table below summarizes performance levels for post-incentive adjusted operating income and net sales under the Incentive Bonus Plan for fiscal 2024:
Annual Incentive Bonus
| Metric | Fiscal 2024 Bonus Metric Weightings (% of Target) | Threshold (25% payout) | Below Target (50% Payout) | Target (100% payout) | Maximum (200% payout) | Actual Achievement | Actual Achievement (% of Target) | Weighted Actual Achievement (% of Target) | | Net Sales | 50% | $3,864.7 | $3,906.2 | $4,084.2 | $4,210.6 | $3,876.5 | 32% | 16% | | Post-Incentive Adjusted Operating Income | 50% | $380.0 | $389.9 | $447.6 | $481.4 | $325.8 | 0% | 0% |
Annual Incentive Bonus
As a condition of their receipt of the 2024 special retention awards herein discussed, all NEOs participating in the Incentive Bonus Plan for fiscal 2024 forfeited their 2024 annual incentive opportunities in July 2024. Accordingly, no annual incentive payments were made to NEOs for fiscal 2024.
Long-term Equity Incentive Compensation
Long-term Equity Incentive Compensation Equity awards are a vital piece of our total compensation package. They are intended to compensate Named Executive Officers for sustained long-term performance, align the interests of our Named Executive Officers and shareholders and encourage retention through multi-year vesting schedules. Long-term equity incentive awards may take a variety of forms, including the PRSU and RSU grants made in fiscal 2024. Levels, mix, and frequency of awards are determined by the compensation committee, and are designed to reflect each recipient’s level of responsibility and performance.
Overview of Fiscal 2024 Long-term Equity Incentive Awards
Overview of Fiscal 2024 Long-term Equity Incentive Awards Our long-term equity incentive program for fiscal 2024 delivered 25% of long-term equity incentive value in RSUs and 75% in PRSUs for our Named Executive Officers. The value of our annual equity grants is targeted to be at competitive levels, though actual value realized will vary based on our long-term performance. For fiscal 2024, the stated values of the annual equity grants approved by our compensation committee were:
Overview of Fiscal 2024 Long-term Equity Incentive Awards
| Named Executive Officer | Fiscal 2024 LTI Award Value | | Joel D. Anderson | $7,500,000 | | Kenneth R. Bull | $2,500,000 | | Kristy Chipman | $1,000,000 | | George Hill | $1,000,000 | | Michael F. Romanko | $2,500,000 | | Eric M. Specter | $900,000 |
Overview of Fiscal 2024 Long-term Equity Incentive Awards
In addition, when Ms. Park joined the Company in December 2024, she was awarded a one-time new hire award of RSUs with a stated value of $1,000,000, vesting over two years. These stated values were converted into a number of RSUs and PRSUs by dividing the applicable dollar amount by the closing price of our common stock on the date of grant. Note, however, that the value of these equity grants reported in the Summary Compensation Table and the Grant of Plan-Based Awards Table below is required by SEC rules to be reported based on the grant date fair value of each award, as measured for accounting purposes. For technical reasons, the accounting value for the PRSUs differ from the values noted in this paragraph. See “Grant of Plan-Based Awards Table” for more information on the awards granted in fiscal year 2024. 2024 RSU Awards The retentive element of RSUs that vest solely based on continued service provides a complement to the PRSUs, which, in addition to containing a service-based vesting component, vest based on the achievement of specified performance criteria. Each RSU represents the right to receive one share of our stock, contingent on continued service to the Company. See “Grant of Plan-Based Awards Table” for more information on the awards granted in fiscal year 2024. RSUs granted in fiscal year 2024 generally vest over a four-year period, with 50% vesting on the second anniversary of grant and 25% vesting on each of the third and fourth anniversaries of grant. In addition, the vesting of these RSUs will accelerate in connection with the grantee’s termination due to death, disability or retirement. To be eligible for retirement treatment, a Named Executive Officer must (i) remain in service at least nine months after the relevant award’s grant date, (ii) provide advance written notice of intent to retire, (iii) have attained age 60, and (iv) have completed a number of years of continuous employment with the Company that, when added to his or her age, is at least 72. Of the Named Executive Officers who received annual fiscal 2024 long-term incentive awards and who are still in service, only Messrs. Bull and Specter have satisfied the age and service conditions for retirement. 2024 PRSU Awards The PRSUs granted in March of 2024 (the “2024 PRSUs”) were designed to reward performance over a three-year performance period. Key design details include:
Overview of Fiscal 2024 Long-term Equity Incentive Awards
| • | PRSUs represent the right to receive shares of our common stock based on the attainment of applicable performance criteria and, generally, are further subject to continued service through the performance period. |
Overview of Fiscal 2024 Long-term Equity Incentive Awards
| • | Performance for 50% of the award is evaluated based on the Company’s three-year cumulative adjusted operating income (the “AOI Units”). See Appendix A-1 for how we define adjusted operating income and a reconciliation of three-year cumulative adjusted operating income to three-year cumulative GAAP operating income. |
Overview of Fiscal 2024 Long-term Equity Incentive Awards
| • | Performance for the remaining 50% of the award is evaluated based on the Company’s relative total shareholder return performance against a specified peer group (the “TSR Units”). For the 2024 PRSUs, the specified peer group consists of the 15 peers the Company uses for compensation benchmarking, plus The TJX Companies, Inc., Dollar General Corporation, Dollar Tree, Inc. and Ross Stores, Inc. Relative total shareholder return is measured in four equal weighted performance periods, each commencing on the first day of fiscal 2024 and ending, respectively, on the last day of each fiscal quarter of fiscal 2026. |
Overview of Fiscal 2024 Long-term Equity Incentive Awards
| • | The compensation committee chose these metrics because it believes that there is a strong relationship between growth in operating income, growth in total shareholder return and growth in shareholder value. |
Overview of Fiscal 2024 Long-term Equity Incentive Awards
| • | For purposes of measuring total shareholder return (TSR), a trailing 20-trading day average is used for both the opening and closing prices in each performance period (both for the Company and the comparator group members). |
Overview of Fiscal 2024 Long-term Equity Incentive Awards
| • | Vesting of PRSUs is generally conditioned on continued service through the end of fiscal 2026, with accelerated vesting in certain cases, as noted below. |
Overview of Fiscal 2024 Long-term Equity Incentive Awards
| • | Between 0%-200% of the PRSUs can be earned at the end of the three-year performance period. |
Overview of Fiscal 2024 Long-term Equity Incentive Awards
The 2024 PRSUs also included the following accelerated vesting terms. Upon a Named Executive Officer’s termination of employment due to death or disability, AOI Units will vest at the target level, any previously earned TSR Units for closed performance periods will vest, and TSR Units for uncompleted TSR performance periods will vest at the target level. Upon a Named Executive Officer’s termination due to retirement, a pro-rata portion of the PRSUs will remain outstanding (based on the portion of the three-year performance period actually worked by the grantee) and remain eligible to vest based on actual performance through the end of three-year performance period. Upon a change in control, AOI Units will vest at the target level, any previously earned TSR Units for closed performance periods will vest, and TSR Units for uncompleted TSR periods will vest at the greater of the target level or the actual performance level through the change in control, as determined in the compensation committee’s discretion. We believe that achievement of the target level of performance approved by the compensation committee for the PRSUs for each metric granted in fiscal 2024 is challenging, but achievable with significant effort and skill, and that the maximum level of performance would be indicative of truly outstanding performance. The performance scale for the adjusted operating income component of the 2024 PRSUs is as follows, with interpolation for performance between any two levels:
Overview of Fiscal 2024 Long-term Equity Incentive Awards
| | Payout % of Target | | Maximum | 200% | | Target | 100% | | Threshold | 50% |
Overview of Fiscal 2024 Long-term Equity Incentive Awards
The performance scale for each performance period of the relative TSR component of the 2024 PRSUs is as follows, with interpolation for performance between any two levels:
Overview of Fiscal 2024 Long-term Equity Incentive Awards
| | TSR Performance Percentile | % of Target TSR Units Earned | | Maximum | 80th | 200% | | Target | 50th | 100% | | Threshold | 30th | 25% |
2022 PRSU Outcomes
| • | The four performance periods of the relative TSR component of the 2022 PRSUs each commenced on January 30, 2022 and ended, respectively, on the last day of each fiscal quarter of fiscal 2024. |
2022 PRSU Outcomes
| Performance Period | Company TSR | Relative TSR Performance | Percent of Performance Period Target Earned | | First day of Fiscal 2022 through last day of Q1 of Fiscal 2024 | -14.6% | 37th percentile | 55% | | First day of Fiscal 2022 through last day of Q2 of Fiscal 2024 | -52.8% | 8th percentile | 0% | | First day of Fiscal 2022 through last day of Q3 of Fiscal 2024 | -48.0% | 23rd percentile | 0% | | First day of Fiscal 2022 through last day of Fiscal 2024 | -45.6% | 22nd percentile | 0% | | TSR Units earned as a percent of target (average of results for four relative TSR performance periods) | | | 13.8% |
2024 Special Retention Program and Special PRSUs
2024 Special Retention Program and Special PRSUs Following Mr. Anderson’s departure in July 2024, the compensation committee implemented a special retention program with both cash and equity components, for the purpose of retaining key employees (including NEOs then in service). Under this program, each of Ms. Chipman and Messrs. Bull, Romanko, Hill and Specter received: (i) RSUs with a grant date value of $1,200,000 ($1,600,000 for Mr. Bull); and (ii) a cash retention bonus opportunity of $300,000 ($400,000 for Mr. Bull) payable if the executive remains in service through the end of fiscal 2024. The RSUs vest as follows: 25% of the first anniversary of grant, 25% approximately 1.5 years following the grant, and 50% of the second anniversary of grant. At the same time that this special retention program was implemented, the compensation committee also approved special PRSU awards to each of Messrs Bull and Romanko in recognition of their mission critical roles and to encourage their continued focus on corporate performance during the period of leadership transition. Each executive received an award of a target number of units determined by dividing $1,000,000 by the closing price of our common stock on the grant date. The ultimate payout for each award could vary between zero and 200% of target number of units, with 50% of the result based on comparable sales performance in the fourth quarter of fiscal 2024, and 50% of the result based on comparable sales performance in the first two quarters of fiscal 2025. “Comparable sales” is an important measure of our performance, but is a non-GAAP measure. See Appendix A-1 for how we define comparable sales and a reconciliation of comparable sales to our net sales. The performance scale for the first performance period was as follows, with interpolation for performance between any two levels:
2024 Special Retention Program and Special PRSUs
| | Q4 Fiscal 2024 Comparable Sales (% change) | Payout (% of Target) | | Maximum | 0% | 200% | | Target | (3.5%) | 100% | | Threshold | (5.0%) | 0% |
Executive Chair Compensation
Executive Chair Compensation When Mr. Vellios resumed employment as our Interim Executive Chairman in July 2024 and when he agreed in December 2024 to remain in employment as our (non-interim) Executive Chairman, the compensation committee consciously decided to compensate him differently than other NEOs. The compensation committee approved annual cash and equity compensation for Mr. Vellios equal to, and on terms consistent with, the annual cash retainers and stock awards he received as Non-Executive Chairman ($170,000 in annual base cash compensation, and an annual RSU award with a grant date value of $325,000 and one-year vesting). In addition, the compensation committee agreed that he will be reimbursed for work-related private travel expenses and related taxes (up to $500,000 through the end of fiscal 2024, and up to an additional $500,000 for the first two quarters of fiscal 2025). Mr. Vellios is not eligible to participant in our Incentive Bonus Plan or our Executive Severance Plan, and he does not receive annual PRSU awards similar to those received by our other NEOs. However, in connection with his appointment as Interim Executive Chairman, Mr. Vellios received an RSU award in August 2024 with a grant date value of $2,000,000. Similarly, when Mr. Vellios agreed to remain in service as our (non-interim) Executive Chairman, he received an additional RSU award in December 2024 with a grant date value of $3,000,000. In each case, these RSUs vest on the first anniversary of their respective grant dates. The compensation committee’s decision to compensate Mr. Vellios differently than other NEOs reflects the unique nature of the Executive Chairman role, as well as Mr. Vellios’ unique qualifications to help lead us through this period leadership transition. As Executive Chairman, Mr. Vellios has played a hands-on role in shaping and executing the Company’s strategic direction, recruiting, onboarding and supporting our new CEO and maintaining continuity with key stakeholders, including employees, customers and investors. The compensation structure approved for Mr. Vellios was tailored to reflect his role, responsibilities and expected contributions.
Equity Award Timing
Equity Award Timing Our compensation committee has no formal policy regarding the timing of equity-based awards, but in recent years has provided that the grant date for annual equity awards (and the date of the closing stock price used to convert stated award values to a number of RSUs or PRSUs) will be one trading day following the release of earnings data for the preceding fiscal year. Off-cycle awards are occasionally made, and their timing is generally dictated by the event precipitating the award (e.g., new hire, promotion, etc.) and by the schedules of the individual or individuals approving the award (which may be the compensation committee or, for non-executive officers, the Chief Executive Officer pursuant to an annual delegation of authority from the compensation committee). Should material non-public information exist at the time that equity-based awards are approved, the individual(s) approving the awards would consider the anticipated effect of the material non-public information on our stock price and could take such effect into account when sizing the awards. We do not time the release of material information to affect the value of executive compensation.
Severance Arrangements
Severance Arrangements The Company maintains the Five Below, Inc. Executive Severance Plan (the “Severance Plan”). Under the Severance Plan, each of Ms. Chipman and Mr. Hill are eligible to receive 12 months of salary and reimbursements of COBRA expenses upon a termination of employment by the Company without “cause” or a resignation by such executive for “good reason.” Ms. Park and Mr. Specter are not eligible to receive benefits under the Severance Plan, but have severance entitlements built into their employment agreements. Mr. Bull has severance entitlements under both his employment agreement and the Severance Plan. Mr. Vellios is not eligible for severance benefits under any arrangement. The benefits potentially payable to each executive upon a termination pursuant to the Severance Plan and/or individual employment agreements are more fully described below in the section entitled “Executive Compensation—Potential Payments Upon Termination or Change of Control.” As a general matter, the compensation committee believes that severance arrangements, when properly tailored, are appropriate and necessary to retain the Named Executive Officers and to recruit other potential executive candidates. The compensation committee also believes that reasonable severance benefits should generally be:
Severance Arrangements
| • | established with reference to an executive’s position and current cash compensation opportunities, not with reference to his or her tenure; |
Severance Arrangements
| • | conditioned upon execution of a release of claims against the Company and its affiliates; and |
Severance Arrangements
| • | accompanied by the executive’s commitment not to compete with the Company for a reasonable period following any cessation of his or her employment. |
Severance Arrangements
No Named Executive Officer of the Company has a right to receive a tax gross-up related to the impact of the excise tax under Section 280G of the Internal Revenue Code.
Post-Fiscal 2024 Compensation Decisions
| • | NEO’s base salaries and target bonus opportunities were not changed for 2025; |
Post-Fiscal 2024 Compensation Decisions
| • | To better align with market practices and to strengthen executive retention, the allocation between RSUs and PRSUs changed from 25/75 (for 2024 and prior awards) to 40/60 (for 2025 awards); |
Post-Fiscal 2024 Compensation Decisions
| • | To better align with market practices, the vesting schedule of annual RSU awards (other than to Mr. Vellios) changed from 50% on the second anniversary of grant and 25% on each of the third and fourth anniversaries of grant (for 2024 and prior awards), to 33.33% on each of the first, second and third anniversaries of grant (for 2025 awards); and |
Post-Fiscal 2024 Compensation Decisions
| • | To provide a more statistically significant comparison, the peer group used to determine relative TSR performance was expanded from 19 companies (for 2024 PRSUs) to a custom peer group consisting of 80 publicly-traded U.S. companies with revenue between $500 million and $60 billion in the following industries: apparel retail, accessories & luxury goods, footwear, broadline retail, other specialty retail, and consumer staples merchandise retail (for 2025 PRSUs). |
Summary Compensation Table
Summary Compensation Table The following table shows the annual compensation paid to or earned by the Named Executive Officers for fiscal years 2024, 2023 and 2022:
Summary Compensation Table
| Name & Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) (2) | Total ($) | | Winnie Y. Park (3) | 2024 | 126,923 | — | 999,915 | — | 77,172 | 1,204,010 | | Chief Executive Officer and President | | | | | | | | | Thomas G. Vellios (4) | 2024 | 168,000 | — | 5,324,921 | — | 152,111 | 5,645,032 | | Executive Chairman | | | | | | | | | Kenneth R. Bull (3) | 2024 | 797,115 | 400,000 | 5,081,605 | — | 15,837 | 6,294,557 | | Chief Operating Officer | 2023 | 718,269 | — | 2,914,186 | 540,000 | 13,385 | 4,185,840 | | | 2022 | 654,615 | — | 1,107,013 | — | 27,101 | 1,788,729 | | Kristy Chipman | 2024 | 669,231 | 300,000 | 1,894,721 | — | 6,562 | 2,870,514 | | Chief Financial Officer & Treasurer | 2023 | 290,769 | — | 816,960 | 324,000 | 750 | 1,432,749 | | George Hill | 2024 | 697,115 | 300,000 | 2,192,540 | — | 14,148 | 3,203,803 | | Chief Retail Officer | 2023 | 649,135 | — | 1,748,569 | 364,500 | 11,298 | 2,773,502 | | Eric M. Specter | 2024 | 648,269 | 300,000 | 2,093,208 | — | 12,075 | 3,053,552 | | Chief Administrative Officer | 2023 | 613,289 | — | 1,049,008 | 342,900 | 13,288 | 2,018,485 | | | 2022 | 586,700 | — | 885,665 | — | 27,062 | 1,499,427 | | Joel D. Anderson | 2024 | 649,231 | — | 7,445,076 | — | 10,110 | 8,104,417 | | Former President and Chief Executive Officer | 2023 | 1,250,000 | — | 7,576,450 | 1,350,000 | 8,904 | 10,185,354 | | | 2022 | 1,211,538 | — | 5,812,090 | — | 2,923 | 7,026,551 | | Michael F. Romanko | 2024 | 621,346 | — | 4,681,580 | — | 836,739 | 6,139,665 | | Former Chief Merchandising Officer | 2023 | 717,308 | — | 2,914,186 | 522,000 | 16,692 | 4,170,186 | | | 2022 | 670,192 | — | 2,160,542 | — | 21,896 | 2,852,630 |
Summary Compensation Table
| (1) The amounts in this column, computed in accordance with current Financial Accounting Standard Board guidance for accounting for and reporting of stock-based compensation, represent the aggregate grant-date fair value of time-based restricted stock unit and performance-based restricted stock unit awards. Further detail surrounding the awards, the method of valuation and the assumptions made are set forth in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of the Company’s Annual Report on Form 10-K under “Critical Accounting Policies and Estimates.” For this purpose, the operating income portion of the PRSUs are valued based on the probable outcome of the performance condition at target, as determined for purposes of applicable accounting rules as of the grant date. The amounts in the “Stock Awards” column that are attributable to the operating income portion of the PRSUs based on this valuation methodology are: $2,812,552 for Mr. Anderson, $937,517 for Mr. Bull and Mr. Romanko, $374,972 for Mr. Hill, $330,906 for Mr. Specter and $262,533 for Ms. Chipman. The value of the maximum number of shares that could be earned under the operating income portion of the PRSU awards, based on the closing price of our shares on the grant date, is $5,625,104 for Mr. Anderson, $1,875,035 for Mr. Bull and Mr. Romanko, $749,943 for Mr. Hill, $674,984 for Mr. Specter and $525,066 for Ms. Chipman. |
Summary Compensation Table
| (2) For Ms. Park, the amount in the “All Other Compensation” column for fiscal 2024 relate solely to her relocation benefits provided by the Company. For Mr. Vellios, the amount in this column relates solely to the reimbursement of certain work-related private travel expenses and related taxes. For Mr. Romanko, the 2024 amount reflects $821,445 in cash severance and $15,294 in Company matching contributions under the Five Below 401(k) Retirement Savings Plan (the “401(k) Plan”). For the remaining executives, the 2024 amounts in this column relate solely to Company matching contributions under the 401(k) Plan. |
Summary Compensation Table
| (3) Ms. Park joined the Company in December 2024. Prior to Ms. Park joining, Mr. Bull also served as interim Chief Executive Officer & President. |
Summary Compensation Table
| (4) In July 2024, Mr. Vellios’ role changed from Non-Executive Chair of the Board to Executive Chairman of the Board. The compensation reported for Mr. Vellios includes $168,000 in cash retainer payments and $324,984 in stock awards attributable to his Board service in fiscal 2024 prior to becoming Executive Chairman. |
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table shows all grants of awards in fiscal 2024 to each of the executive officers named in the Summary Compensation Table:
Grants of Plan-Based Awards
| | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($)(3) | | Name | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#)(2) | Target (#) | Maximum (#) | | | | Joel D. Anderson | 3/11/2024 | 568,750 | 2,275,000 | 4,550,000 | | | | | | | | 3/21/2024(4) | | | | | | | 10,605 | 1,874,858 | | | 3/21/2024(5) | | | | 7,955 | 15,909 | 31,818 | | 2,812,5552 | | | 3/21/2024(6) | | | | 7,955 | 15,909 | 31,818 | | 2,757,666 | | Kenneth R. Bull | 3/11/2024 | 193,750 | 775,000 | 1,550,000 | | | | | | | | 3/21/2024(4) | | | | | | | 3,535 | 624,953 | | | 3/21/2024(5) | | | | 2,652 | 5,303 | 10,606 | | 937,517 | | | 3/21/2024(6) | | | | 2,652 | 5,303 | 10,606 | | 919,222 | | | 8/1/2024(7) | | | | | | | 22,850 | 1,599,957 | | | 8/1/2024(8) | | | | 0 | 14,281 | 28,562 | | 999,956 | | Kristy Chipman | 3/11/2024 | 121,875 | 487,500 | 975,000 | | | | | | | | 3/21/2024(4) | | | | | | | 989 | 174,845 | | | 3/21/2024(5) | | | | 743 | 1,485 | 2,970 | | 262,533 | | | 3/21/2024(6) | | | | 743 | 1,485 | 2,970 | | 257,410 | | | 8/1/2024(7) | | | | | | | 17,137 | 1,199,933 | | George Hill | 3/21/2024 | 131,250 | 525,000 | 1,050,000 | | | | | | | | 3/21/2024(4) | | | | | | | 1,414 | 249,981 | | | 3/21/2024(5) | | | | 1,061 | 2,121 | 4,242 | | 374,972 | | | 3/21/2024(6) | | | | 1,061 | 2,121 | 4,242 | | 367,654 | | | 8/1/2024(7) | | | | | | | 17,137 | 1,199,933 | | Winnie Park | 12/16/2024(9) | | | | | | | 9,523 | 999,915 | | Michael F. Romanko | 3/11/2024 | 193,750 | 775,000 | 1,550,000 | | | | | | | | 3/21/2024(4) | | | | | | | 3,535 | 624,953 | | | 3/21/2024(5) | | | | 2,652 | 5,303 | 10,606 | | 937,517 | | | 3/21/2024(6) | | | | 2,652 | 5,303 | 10,606 | | 919,222 | | | 8/1/2024(7) | | | | | | | 17,137 | 1,199,933 | | | 8/1/2024(8) | | | | 0 | 14,281 | 28,562 | | 999,956 | | Eric M. Specter | 3/11/2024 | 121,875 | 487,500 | 975,000 | | | | | | | | 3/21/2024(4) | | | | | | | 1,272 | 224,877 | | | 3/21/2024(5) | | | | 955 | 1,909 | 3,818 | | 337,492 | | | 3/21/2024(6) | | | | 955 | 1,909 | 3,818 | | 330,906 | | | 8/1/2024(7) | | | | | | | 17,137 | 1,199,933 | | Thomas G. Vellios | 6/11/2024(10) | | | | | | | 2,701 | 324,984 | | | 8/1/2024(11) | | | | | | | 28,563 | 1,999,981 | | | 12/16/2024(11) | | | | | | | 28,571 | 2,999,955 |
Grants of Plan-Based Awards
| (1) Amounts represent cash annual incentive bonus opportunities provided to Named Executive Officers under the Incentive Bonus Plan in fiscal 2024 (established March 2024). The criteria used to determine the amount of the annual bonus payable to each executive and additional detail is described above under “Compensation Discussion and Analysis—Annual Incentive Bonus.” None of the Named Executive Officers received a bonus under the Incentive Bonus Plan for fiscal 2024 (with certain executives receiving retention bonuses in lieu of their Incentive Bonus Plan opportunity for fiscal 2024, as further described above under “Compensation Discussion and Analysis—2024 Special Retention Program and Special PRSUs”). |
Grants of Plan-Based Awards
| (2) Amounts represent grants of the PRSUs under the Five Below, Inc. 2022 Equity Incentive Plan (the “2022 Plan”). The term “Threshold” means the lowest non-zero amount that could be delivered as PRSUs based on the Company’s performance over the applicable performance period. The threshold is not a minimum |
Grants of Plan-Based Awards
| amount payable or deliverable. If specified performance objectives are not met for the applicable performance period, no PRSUs would be earned for that performance period. For more details, see “Compensation Discussion and Analysis—Long-term Equity Incentive Compensation” above. |
Grants of Plan-Based Awards
| (3) Amounts with respect to stock awards represent the fair value of the awards on the date of grant, as computed in accordance with applicable accounting standards and the assumptions contained in Note 1 and Note 8 to the consolidated financial statements included as a part of the 2024 Form 10-K, filed with the SEC on March 20, 2025. |
Grants of Plan-Based Awards
| (4) Represents annual RSU awards, which vest as follows: 50% on the second anniversary of grant and 25% on each of the third and fourth anniversaries of grant. |
Grants of Plan-Based Awards
| (5) Represents the portion of the annual PRSU awards that may be earned based on the Company’s cumulative operating income performance over a three-year period. |
Grants of Plan-Based Awards
| (6) Represents the portion of the annual PRSU awards that may be earned based on the Company’s relative total shareholder return over performance periods commencing during fiscal 2024 and ending in fiscal 2026. |
Grants of Plan-Based Awards
| (7) Represents retention RSU awards that vest as follows: 25% of the first anniversary of grant, 25% approximately 1.5 years following grant, and 50% of the second anniversary of grant. |
Grants of Plan-Based Awards
| (8) Represents special PRSU awards that may be earned based upon the Company’s comparable sales performance in the 4th quarter of fiscal 2024 and the first half of fiscal 2025. |
Grants of Plan-Based Awards
| (9) Represents a new-hire RSU award granted to Ms. Park upon commencement of her employment, which award vests 50% on each of the first and second anniversaries of grant |
Grants of Plan-Based Awards
| (10) Represents an annual RSU award granted to Mr. Vellios in his capacity as a non-employee director (prior to his appointment to the Executive Chairman role), which award vests on the date of the Annual Meeting. |
Grants of Plan-Based Awards
| (11) Represents RSUs granted to Mr. Vellios in his capacity as Executive Chairman, which awards vest on the first anniversary of grant. |
Outstanding Equity Awards at Year End Fiscal 2024
Outstanding Equity Awards at Year End Fiscal 2024 The following table details information concerning unexercised stock options, stock awards that have not vested, and stock awards that have not been earned for each of the executive officers named in the Summary Compensation Table as of February 1, 2025:
Outstanding Equity Awards at Year End Fiscal 2024
| | | Option Awards | | | | Stock Awards | | | | | | Name | Number of Securities Underlying Unexercised Options (#) (Exercisable) | Number of Securities Underlying Unexercised Options (#) (Unexercisable) | Option Grant Date | Option Exercise Price ($) | Option Expiration Date | Award Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) (1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (1) | | Winnie Park | — | — | — | — | — | 12/16/2024 | 9,523(2) | 893,067 | — | — | | Kenneth R. Bull | — | — | — | — | — | 3/9/2021 | 308(3) | 28,884 | — | — | | | — | — | — | — | — | 3/7/2022 | 861(3) | 80,745 | — | — | | | — | — | — | — | — | 3/8/2023 | 3,112(3) | 291,843 | — | — | | | — | — | — | — | — | 3/21/2024 | 3,535(3) | 331,512 | — | — | | | — | — | — | — | — | 8/1/2024 | 22,850(4) | 2,142,873 | — | — | | | — | — | — | — | — | 3/7/2022 | | | 356(5) | 33,386 | | | — | — | — | — | — | 3/8/2023 | | | 2,334(6) | 218,883 | | | — | — | — | — | — | 3/8/2023 | | | 2,334(7) | 218,883 | | | — | — | — | — | — | 3/21/24 | | | 2,652(6) | 248,705 | | | — | — | — | — | — | 3/21/24 | | | 2,652(7) | 248,705 | | | — | — | — | — | — | 8/1/24 | | | 8,161(8) | 765,339 | | | — | — | — | — | — | 8/1/24 | | | 14,281(9) | 1,339,272 |
Outstanding Equity Awards at Year End Fiscal 2024
| | | Option Awards | | | | Stock Awards | | | | | | Name | Number of Securities Underlying Unexercised Options (#) (Exercisable) | Number of Securities Underlying Unexercised Options (#) (Unexercisable) | Option Grant Date | Option Exercise Price ($) | Option Expiration Date | Award Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) (1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (1) | | Kristy Chipman | — | — | — | — | — | 7/17/2023 | 1,866(3) | 174,993 | — | — | | | — | — | — | — | — | 3/21/24 | 989(3) | 92,748 | — | — | | | — | — | — | — | — | 8/1/24 | 17,137(4) | 1,607,108 | — | — | | | — | — | — | — | — | 7/17/2023 | | | 467(6) | 43,795 | | | — | — | — | — | — | 7/17/2023 | | | 467(7) | 43,795 | | | — | — | — | — | — | 3/21/24 | | | 743(6) | 69,679 | | | — | — | — | — | — | 3/21/24 | | | 743(7) | 69,679 | | George Hill | — | — | — | — | — | 3/9/2021 | 240(3) | 22,507 | — | — | | | — | — | — | — | — | 3/7/2022 | 689(3) | 64,614 | — | — | | | — | — | — | — | — | 3/8/2023 | 1,867(3) | 175,087 | — | — | | | — | — | — | — | — | 3/21/24 | 1,414(3) | 132,605 | — | — | | | — | — | — | — | — | 8/1/24 | 17,137(4) | 1,607,108 | — | — | | | — | — | — | — | — | 3/7/2022 | | | 285(5) | 26,727 | | | — | — | — | — | — | 3/8/2023 | | | 1,401(6) | 131,386 | | | — | — | — | — | — | 3/8/2023 | | | 1,401(7) | 131,386 | | | — | — | — | — | — | 3/21/24 | | | 1,061(6) | 99,501 | | | — | — | — | — | — | 3/21/24 | | | 1,061(7) | 99,501 | | Eric M. Specter | — | — | — | — | — | 3/9/2021 | 205(3) | 19,225 | — | — | | | — | — | — | — | — | 3/7/2022 | 689(3) | 64,614 | — | — | | | — | — | — | — | — | 3/8/2023 | 1,121(3) | 105,127 | — | — | | | — | — | — | — | — | 3/21/24 | 1,272(3) | 119,288 | — | — | | | — | — | — | — | — | 8/1/24 | 17,137(4) | 1,607,108 | — | — | | | — | — | — | — | — | 3/7/2022 | | | 285(5) | 26,727 | | | — | — | — | — | — | 3/8/2023 | | | 840(6) | 78,776 | | | — | — | — | — | — | 3/8/2023 | | | 840(7) | 78,776 | | | — | — | — | — | — | 3/21/24 | | | 955(6) | 89,560 | | | — | — | — | — | — | 3/21/24 | | | 955(7) | 89,560 | | Thomas G. Vellios | — | — | — | — | — | 6/11/24 | 2,701(10) | 253,300 | — | — | | | | | | | | 8/1/24 | 28,563(11) | 2,678,638 | — | — | | | | | | | | 12/16/24 | 28,571(11) | 2,679,388 | — | — |
Outstanding Equity Awards at Year End Fiscal 2024
| (1) This value was calculated using the closing price of our stock on January 31, 2025, the last trading date before the end of fiscal 2024 ($93.78). |
Outstanding Equity Awards at Year End Fiscal 2024
| (2) These restricted stock units vest upon the following time-based schedule: 50% of the restricted stock units vest on the first anniversary of the grant date and 50% of the restricted stock units vest on the second anniversary of the grant date, subject generally to the continued employment of the grantee on each such date. |
Outstanding Equity Awards at Year End Fiscal 2024
| (3) These restricted stock units vest upon the following time-based schedule: 50% of the restricted stock units vest on the second anniversary of the grant date and 25% of the restricted stock units vest on each of the third and fourth anniversary dates, subject generally to the continued employment of the grantee on each such date. |
Outstanding Equity Awards at Year End Fiscal 2024
| (4) These restricted stock units vest upon the following time-based schedule: 25% of the restricted stock units vest on the first anniversary of the grant date, 25% of the restricted stock units vest on the 540th day after the date of grant, and the remaining 50% of the restricted stock units vest on the second anniversary of the grant date, subject generally to the continued employment of the grantee on each such date. |
Outstanding Equity Awards at Year End Fiscal 2024
| (5) These units represent the portion of PRSUs granted on March 7, 2022 that were earned based on relative total shareholder return performance through the end of fiscal 2024. The results for this award were certified by our compensation committee, and the awards were settled, in March 2024. |
Outstanding Equity Awards at Year End Fiscal 2024
| (6) These units represent the TSR portion of the PRSUs granted in fiscal 2023 (awarded on March 8, 2023 (or July 17, 2023, for Ms. Chipman) and the TSR portion of the PRSUs granted in fiscal 2024 (awarded on March 21, 2024) that are subject to open performance periods. They are shown here at 50% of target which is the next highest performance level based on TSR performance measured through the end of fiscal 2024. |
Outstanding Equity Awards at Year End Fiscal 2024
| (7) These units represent the AOI portion of the PRSUs granted in fiscal 2023 (awarded on March 8, 2023 (or July 17, 2023, for Ms. Chipman) and the AOI portion of the PRSUs granted in fiscal 2024 (awarded on March 21, 2024) that are subject to open performance periods. They are shown here at 50% of target which is the next highest performance level based on performance measured through the end of fiscal 2024. |
Outstanding Equity Awards at Year End Fiscal 2024
| (8) These units represent the portion of special PRSUs granted on August 1, 2024 that were earned based on comparable sales growth for the fourth quarter of fiscal 2024 at 114% of target. The results for this award were certified by our compensation committee, and the awards were settled, in March 2025. |
Outstanding Equity Awards at Year End Fiscal 2024
| (9) These units represent the portion of special PRSUs granted on August 1, 2024 that subject to open performance periods (specifically, comparable sales growth in the first two quarters of fiscal 2025). They are shown here at 200% of target which is the next highest performance level based on performance measured through the end of fiscal 2024. |
Outstanding Equity Awards at Year End Fiscal 2024
| (10) These restricted stock units were awarded to Mr. Vellios in his capacity as a non-employee director of the Company (prior to his appointment as Executive Chairman) and vest on the date of the Annual Meeting. |
Outstanding Equity Awards at Year End Fiscal 2024
| (11) These restricted stock units vest on the one-year anniversary of the grant date. |
Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table details stock option exercises and restricted stock units vesting during fiscal 2024 for each of the Named Executive Officers.
Option Exercises and Stock Vested
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise ($) (1) | Number of Shares Acquired on Vesting | Value Realized on Vesting ($) (2) | | Joel D. Anderson | — | — | 25,202 | 4,697,615 | | Kenneth R. Bull | — | — | 4,728 | 884,936 | | Kristy Chipman | — | — | — | — | | George Hill | — | — | 3,775 | 708,349 | | Winnie Y. Park | — | — | — | — | | Michael F. Romanko | — | — | 7,052 | 1,356,543 | | Eric M. Specter | 10,216 | 587,584 | 3,403 | 641,630 | | Thomas G. Vellios | — | — | 1,643 | 197,686 |
Option Exercises and Stock Vested
| (1) The value realized is the difference between the fair market value of a share of our common stock at the time of exercise and the exercise price of the applicable option so exercised, multiplied by the number of shares acquired on exercise. |
Option Exercises and Stock Vested
| (2) The value realized on vesting is determined by multiplying the number of vested shares by the closing price of the Company’s common stock on the vesting date. The value for Mr. Vellios is solely attributable to awards made to him in his capacity as a non-employee director. |
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation The following table sets forth information with respect to the Company’s Deferred Compensation Plan, which provides for the deferral of compensation for the Named Executive Officers that is not tax-qualified. The Deferred Compensation Plan is described in further detail on page 49 above.
Nonqualified Deferred Compensation
| Name | Executive Contributions in Last Fiscal Year ($)(1) | Registrant Contributions in Last Fiscal Year ($) | Aggregate Earnings in Last Fiscal Year ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End ($)(2) | | Joel D. Anderson | 1,361,154 | — | 729,350 | — | 4,095,435 | | Kenneth R. Bull | 165,192 | — | 63,523 | — | 618,888 | | Kristy Chipman | 214,038 | — | 21,645 | — | 252,264 | | Eric M. Specter | 67,175 | — | 26,047 | — | 288,817 |
Nonqualified Deferred Compensation
| (1) The amounts listed in this column are reported as compensation in the “Salary” column of the Summary Compensation Table for fiscal 2024 or the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table for fiscal 2024, as applicable. |
Nonqualified Deferred Compensation
| (2) The amounts listed in this column include the following amounts which were reported in the Summary Compensation Table in previous years: for Mr. Anderson, $2,731,623; for Mr. Bull, $365,906; for Ms. Chipman, $16,154, and for Mr. Specter, $196,216. |
Potential Payments Upon Termination or Change of Control
Potential Payments Upon Termination or Change of Control With the exception of Mr. Vellios, we have entered into offer letters or employment agreements with our Named Executive Officers which generally set forth their entitlements to salary, annual bonus opportunities, eligibility for health and welfare benefits, and severance entitlements, as applicable. These Named Executive Officers are generally subject to standard restrictive covenants under the terms of their offer letters, employment agreements and/or non-disclosure agreements, including non-competition, non-solicitation and non-disclosure of confidential information. Mr. Vellios is not eligible for severance payments or benefits, other than potential acceleration of his outstanding restricted stock unit awards in the event of his death, disability, resignation for good reason within one year following a change in control, or termination without cause within one year following a change in control. Ms. Park and Mr. Specter have contractual severance entitlements pursuant to their offer letters or employment agreements (as described below). In addition, Ms. Chipman and Mr. Hill have entitlements to severance under the Severance Plan. Mr. Bull is eligible for the greater of the severance entitlements described in his employment agreement or the Severance Plan (which would generally be those described in the Severance Plan). Any severance benefits payable to a Named Executive Officer, whether under an offer letter, employment agreement or the Severance Plan, are subject to execution of a release. Our Named Executive Officers are also entitled to accelerated vesting of certain equity grants upon the occurrence of a change in control (as defined in the applicable equity plan) and upon certain termination events, as indicated in the table entitled “Potential Payments” below.
Potential Payments
Potential Payments The table below summarizes the payments and benefits that each NEO would have been entitled to receive if the event specified had occurred on February 1, 2025. For the purpose of calculating amounts in this table, we used a stock price of $93.78, which was the closing price of our stock on January 31, 2025, the last trading date before the end of fiscal 2024.
Potential Payments
| Name | Cash Severance Payment ($) | Payment of Pro-Rata Annual Bonus ($) | Accelerated Restricted Stock Unit Vesting ($) | Health Insurance Coverage ($) | Paid Life Insurance Benefit ($) | Total ($) | | Winnie Y. Park | | | | | | | | Resignation for good reason or termination without cause | 2,200,000(1) | 0 | — | 15,503(7) | — | 2,215,503 | | Change in control (no termination) | — | — | — | — | — | — | | Resignation for good reason or termination without cause following a change in control | 2,200,000(1) | 0 | — | 15,503(7) | — | 2,215,503 | | Death | — | — | 893,067(6) | — | 500,000(8) | 1,393,067 | | Disability | — | — | 893,067(6) | — | — | 893,067 | | Kenneth R. Bull | | | | | | | | Resignation for good reason or termination without cause | 700,000(2) | — | — | 23,783(7) | — | 723,783 | | Change in control (no termination) | — | — | 3,338,568(5) | — | — | 3,338,568 | | Resignation for good reason or termination without cause following a change in control | 700,000(2) | — | 3,338,568(5) | 23,783(7) | — | 4,062,351 | | Death | — | — | 6,214,425(6) | — | 500,000(8) | 6,714,425 | | Disability | — | — | 6,214,425(6) | — | — | 6,214,425 | | Retirement | — | — | 362,178(9) | — | — | 362,178 | | Kristy Chipman | | | | | | | | Resignation for good reason or termination without cause | 700,000(3) | — | — | 23,783(7) | — | 723,783 | | Change in control (no termination) | — | — | 453,708(5) | — | — | 453,708 | | Resignation for good reason or termination without cause following a change in control | 700,000(3) | — | 453,708(5) | 23,783(7) | — | 1,177,491 | | Death | — | — | 2,328,557(6) | — | 500,000(8) | 2,828,557 | | Disability | — | — | 2,328,557(6) | — | — | 2,328,557 | | George Hill | | | | | | | | Resignation for good reason or termination without cause | 700,000(3) | — | — | 24,425(7) | — | 724,425 | | Change in control (no termination) | — | — | 949,898(5) | — | — | 949,898 | | Resignation for good reason or termination without cause following a change in control | 700,000(3) | — | 949,898(5) | 24,425(7) | — | 1,674,323 | | Death | — | — | 2,951,819(6) | — | 500,000(8) | 3,451,819 | | Disability | — | — | 2,951,819(6) | — | — | 2,951,819 | | Eric M. Specter | | | | | | | | Resignation for good reason or termination without cause | 650,000(4) | — | — | 15,842(7) | — | 665,842 | | Change in control (no termination) | — | — | 699,880(5) | — | — | 699,880 | | Resignation for good reason or termination without cause following a change in control | 650,000(4) | — | 699,880(5) | 15,842(7) | — | 1,365,722 | | Death | — | — | 2,615,243(6) | — | 500,000(8) | 3,115,243 | | Disability | — | — | 2,615,243(6) | — | — | 2,615,243 | | Retirement | — | — | 139,712(9) | — | — | 139,712 | | Thomas G. Vellios | | | | | | | | Resignation for good reason or termination without cause following a change in control | — | — | 5,611,326(10) | — | — | 5,611,326 | | Death | — | — | 5,611,326(10) | — | — | 5,611,326 | | Disability | — | — | 5,611,326(10) | — | — | 5,611,326 |
Potential Payments
| (1) Cash severance payments are made over 24 months. |
Potential Payments
| (2) Upon a resignation for good reason, Mr. Bull receives all of the cash severance payments in a lump sum. Upon a termination without cause, Mr. Bull receives half of the cash severance payments over a 6-month period and the remainder in a lump sum. |
Potential Payments
| (3) Cash severance payments are made to Ms. Chipman and Mr. Hill in a lump sum. |
Potential Payments
| (4) Cash severance payments are made over 12 months. |
Potential Payments
| (5) These amounts illustrate the treatment of PRSUs upon a change in control. Upon a change in control, outstanding annual PRSU awards relating to operating income and special PRSUs vest at target (with respect to open performance periods) or based on actual results (with respect to completed performance periods), and outstanding annual PRSU awards relating to relative total shareholder return vest based on the greater of target or period-to-date performance (with respect to open performance periods) or based on actual results (with respect to completed performance periods). With respect to the 2022 PRSUs and the portion of special PRSUs relating to fiscal 2024 comparable sales, the amount shown reflects the number of units actually earned on February 1, 2025, as certified by our compensation committee in March 2025. 2023 PRSUs, 2024 PRSUs and special PRSUs relating to fiscal 2025 comparable sales are shown in the table at the target level, as the entirety of those awards were subject to open performance periods as of February 1, 2025. |
Potential Payments
| (6) These amounts illustrate the treatment of RSUs and PRSUs in the event of death or termination due to disability. RSUs (including retention RSUs) become fully vested upon the executive’s death or disability. Outstanding PRSU awards vest at the target level (with respect to open performance periods) or based on actual results (with respect to completed performance periods). With respect to the 2022 PRSUs and the portion of special PRSUs relating to fiscal 2024 comparable sales, the amount shown reflects the number of units actually earned on February 1, 2025, as certified by our compensation committee in March 2025. 2023 PRSUs, 2024 PRSUs and special PRSUs relating to fiscal 2025 comparable sales are shown in the table at the target level, as the entirety of those awards were subject to open performance periods as of February 1, 2025. |
Potential Payments
| (7) Ms. Park is entitled to a continuation of her health and dental benefits for up to 18 months, while the remainder of the executives are entitled to up to 12 months. |
Potential Payments
| (8) This represents a lump sum death benefit under our life insurance program. |
Potential Payments
| (9) These amounts illustrate the treatment of RSUs and PRSUs in the event of eligible retirement. Starting in fiscal 2024, annual RSU and PRSU awards contain a retirement feature. Upon an eligible retirement, annual RSU awards vest in full and a pro-rata portion of annual PRSU awards vest at the target level (with respect to open performance periods) or based on actual results (with respect to completed performance periods). As of February 1, 2025, only Messrs. Bull and Specter had satisfied the age and service requirements for retirement eligibility. The amounts shown reflect 2024 RSU awards and a pro-rata portion of 2024 PRSU awards as of February 1, 2025 (shown at target, as the entirety of those PRSUs were then subject to open performance periods). Retention RSU awards and special PRSU awards do not include a retirement feature. |
Potential Payments
| (10) These amounts illustrate the treatment of Mr. Vellios’ RSUs in the event of his death, termination due to disability or resignation for good reason or termination without cause within one year following a change in control. All of Mr. Vellios’ outstanding RSUs become vested under these circumstances. |
CEO Pay Ratio
CEO Pay Ratio Under rules adopted pursuant to the Dodd-Frank Act, we are required to calculate and disclose the ratio of the total annual compensation of our median crew member as compared to the total annual compensation of our CEO. Similar to prior years, we began by determining that we had 26,529 crew members as of November 1, 2024. To determine our median crew member, we used the consistently applied compensation measure of “gross pay” (which we define as base salary (or base wages, if an hourly crew member) paid in the applicable period, incentives paid in the applicable period (even if earned in a prior period) and equity incentive value realized (due to option exercise or RSU settlement) during the applicable period). We annualized pay for full-time regular crew commencing work in fiscal 2024 and used a valid statistical sampling methodology to provide a reasonable estimate of the median gross pay for the crew population considered. Then we identified crew who we expected were paid within a +/- 5% range of that value, based on our assumptions that the median crew member was likely to be within that group and that those within that group had substantially similar probabilities of being the median crew member. Next, we determined that our median crew member was a part-time sales associate from within that group. Finally, we determined that median crew member’s total compensation, using the same methodology used for our Named Executive Officers in the Summary Compensation Table, to be $5,615, as compared to our CEO’s total compensation of $6,322,442. For this purpose, in accordance with SEC rules, our CEO’s compensation for fiscal 2024 was determined based on Mr. Bull’s compensation (as he was serving as our principal executive officer when our median employee was identified), adjusted to annualize the base salary increase he received after his appointment as our Interim Chief Executive Officer. Based upon this methodology, we estimate that the ratio of CEO pay to median crew member pay for fiscal 2024 is 1,126:1.
Pay Versus Performance Outcomes
Pay Versus Performance Outcomes Pursuant to Section 953(a) of the Dodd-Frank Act, and Item 402(v) of Regulation S-K, we are required to provide the following information about the relationship between “Compensation Actually Paid,” defined by the SEC and referred to below as “CAP,” and certain financial performance of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company’s aligns executive compensation with the Company’s performance, refer to “Compensation Discussion and Analysis—Annual Incentive Bonus” and “Compensation Discussion and Analysis—Long-term Equity Incentive Compensation.”
Pay Versus Performance Outcomes
| | | | | | | | | | | Value of Initial Fixed $100 Invested Based On: | | | | | Year (a) | SCT Total Compensation for PEO1 (1) (b) | SCT Total Compensation for PEO2 (1) (c) | SCT Total Compensation for PEO3 (1) (d) | Compensation Actually Paid to PEO1 (2) (e) | | Compensation Actually Paid to PEO2 (2) (f) | Compensation Actually Paid to PEO3 (2) (g) | Average SCT Total Compensation for Other NEOs (3) (h) | Average Compensation Actually Paid to Other NEOs (4) (i) | Company TSR (5) (j) | Nasdaq US Benchmark Retail Index TSR (6) (k) | Net Income ($M) (7) (l) | Post- Incentive Adjusted Operating Income ($M) (8) (m) | | 2024 | $8,104,417 | $6,294,557 | $1,204,010 | ($ | 6,264,388) | $3,192,595 | $1,097,162 | $4,182,513 | $1,789,718 | $82.83 | $250.87 | $253.6 | $325.8 | | 2023 | $10,185,354 | — | — | | 5,860,102 | — | — | $2,916,152 | $2,049,998 | $159.96 | $187.54 | $301.0 | $385.6 | | 2022 | $7,026,551 | — | — | | 10,728,894 | — | — | $1,912,785 | $2,722,276 | $172.43 | $138.03 | $261.5 | $345.0 | | 2021 | $9,047,922 | — | — | | 5,755,350 | — | — | $2,492,862 | $1,927,477 | $140.29 | $163.44 | $278.8 | $378.9 | | 2020 | $16,786,568 | — | — | | 13,521,989 | — | — | $3,388,934 | $3,164,338 | $155.21 | $141.08 | $123.4 | $154.8 |
Pay Versus Performance Outcomes
| (1) In these tables, PEO1, PEO2 and PEO3 refer to Mr. Anderson, Mr. Bull and Ms. Park, respectively. The dollar amounts reported in columns (b), (c) and (d) are the amounts of total compensation reported in the Summary Compensation Table for each of Mr. Anderson, Mr. Bull and Ms. Park in the year(s) that they served as our principal executive officer. |
Pay Versus Performance Outcomes
| (2) The dollar amounts reported in columns (e), (f) and (g) represent the amount of CAP to each of Mr. Anderson, Mr. Bull and Ms. Park in the year(s) that they served as our principal executive officer. In accordance with the SEC methodology for determining CAP, the following adjustments were made to their total compensation: |
Pay Versus Performance Outcomes
The following table reconciles the PEO1 Summary Compensation Table total to PEO1 Compensation Actually Paid for fiscal 2024:
Pay Versus Performance Outcomes
| Fiscal Year | Salary | Bonus and Non-Equity Incentive Compensation | Equity Compensation | All Other Compensation | Summary Compensation Table Total | (Deductions) from Summary Compensation Table(a) | | Adjustments to Compensation Table Total(b) | | Compensation Actually Paid | | | 2024 | $649,231 | $0 | $7,445,076 | $10,110 | $8,104,417 | ($ | 7,445,076) | ($ | 6,923,729) | ($ | 6,264,388) |
Pay Versus Performance Outcomes
| (a) Represents the grant date fair value of equity awards reported in the “Stock Awards” column of the Summary Compensation Table. |
Pay Versus Performance Outcomes
| (b) The equity award adjustments include the addition (or subtraction, as applicable) of the following: (i) the fiscal year-end fair value of any equity awards granted in the applicable fiscal year that are outstanding and unvested as of the end of the fiscal year; (ii) the amount of change as of the end of the applicable fiscal year (from the end of the prior fiscal year) in fair value of any awards granted in prior fiscal years that are outstanding and unvested as of the end of the applicable fiscal year; (iii) for awards that are granted and vest in same applicable fiscal year, the fair value as of the vesting date; and (iv) for awards granted in prior fiscal years that vest in the applicable fiscal year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior fiscal years that are forfeited during the applicable fiscal year, a deduction for the amount equal to the fair value at the end of the prior fiscal year. The amounts deducted or added in calculating the equity award adjustments are as follows: |
Pay Versus Performance Outcomes
| Fiscal Year | Addition of Fair Value of Current Year Equity Awards at FYE | Fair Value of Awards Forfeited in Current FY | | (Deductions) Additions for Change in Value of Prior Years’ Awards Unvested at FYE | Additions (Deductions) for Change in Value of Prior Years’ Awards That Vested in Fiscal Year | Equity Value Included in Compensation Actually Paid | | | 2024 | $0 | ($ | 7,057,010) | $0 | $133,281 | ($ | 6,923,729) |
Pay Versus Performance Outcomes
The following table reconciles the PEO2 Summary Compensation Table total to PEO2 Compensation Actually Paid:
Pay Versus Performance Outcomes
| Fiscal Year | Salary | Bonus and Non-Equity Incentive Compensation | Equity Compensation | All Other Compensation | Summary Compensation Table Total | (Deductions) from Summary Compensation Table (c) | | Adjustments to Compensation Table Total (d) | Compensation Actually Paid | | 2024 | $797,115 | $400,000 | $5,081,605 | $15,837 | $6,294,557 | ($ | 5,081,605) | $1,979,643 | $3,192,595 |
Pay Versus Performance Outcomes
| (c) Represents the grant date fair value of equity awards reported in the “Stock Awards” column of the Summary Compensation Table. |
Pay Versus Performance Outcomes
| (d) The equity award adjustments are calculated using the same methodology as described above in note 2(b). The amounts deducted or added in calculating the equity award adjustments are as follows: |
Pay Versus Performance Outcomes
| Fiscal Year | Addition of Fair Value of Current Year Equity Awards at FYE | Fair Value of Awards Forfeited in Current FY | (Deductions) Additions for Change in Value of Prior Years’ Awards Unvested at FYE | | Additions (Deductions) for Change in Value of Prior Years’ Awards That Vested in Fiscal Year | Equity Value Included in Compensation Actually Paid | | 2024 | $4,137,071 | $0 | ($ | 2,280,013) | $122,585 | $1,979,643 |
Pay Versus Performance Outcomes
The following table reconciles the PEO3 Summary Compensation Table total to PEO3 Compensation Actually Paid:
Pay Versus Performance Outcomes
| Fiscal Year | Salary | Bonus and Non-Equity Incentive Compensation | Equity Compensation | All Other Compensation | Summary Compensation Table Total | (Deductions) from Summary Compensation Table (e) | | Adjustments to Compensation Table Total (f) | Compensation Actually Paid | | 2024 | $126,923 | $0 | $999,915 | $77,172 | $1,204,010 | ($ | 999,915) | $893,067 | $1,097,162 |
Pay Versus Performance Outcomes
| (e) Represents the grant date fair value of equity awards reported in the “Stock Awards” column of the Summary Compensation Table. |
Pay Versus Performance Outcomes
| (f) The equity award adjustments are calculated using the same methodology as described above in note 2(b). The amounts deducted or added in calculating the equity award adjustments are as follows: |
Pay Versus Performance Outcomes
| Fiscal Year | Addition of Fair Value of Current Year Equity Awards at FYE | Fair Value of Awards Forfeited in Current FY | (Deductions) Additions for Change in Value of Prior Years’ Awards Unvested at FYE | Additions (Deductions) for Change in Value of Prior Years’ Awards That Vested in Fiscal Year | Equity Value Included in Compensation Actually Paid | | 2024 | $893,067 | $0 | $0 | $0 | $893,067 |
Pay Versus Performance Outcomes
| (3) The dollar amounts reported in column (h) represent the average of the amounts reported for the Company’s non-PEO NEOs as a group in the “Total” column of the Summary Compensation Table in each applicable fiscal year. For this purpose, the Company’s non-PEO NEOs were as follows: (i) for fiscal 2024, Messrs. Bull, Hill, Romanko, Specter and Vellios, and Ms. Chipman; (ii) for fiscal 2023, Messrs. Bull, Hill, Romanko and Specter, and Ms. Chipman; and (iii) for fiscal 2022, 2021, and 2020, Messrs. Bull, Specter and Romanko, and Ms. Werthauser. |
Pay Versus Performance Outcomes
| (4) The following table reconciles the non-CEO NEO’s Average Summary Compensation Table total to Compensation Actually Paid: |
Pay Versus Performance Outcomes
| Fiscal Year | Average Salary | Average Bonus and Non-Equity Incentive Compensation | Average Equity Compensation | Average All Other Compensation | Average Summary Compensation Table Total | (Deductions) from Summary Compensation Table(a) | | Adjustments to Compensation Table Total(b) | Average Compensation Actually Paid | | 2024 | $560,792 | $180,000 | $3,237,394 | $204,327 | $4,182,513 | ($ | 3,237,394) | $844,599 | $1,789,718 |
Pay Versus Performance Outcomes
| (a) Represents the grant date fair value of equity awards reported in the “Stock Awards” column of the Summary Compensation Table for the applicable fiscal year. |
Pay Versus Performance Outcomes
| (b) The amounts deducted or added in calculating the total average equity award adjustments, using the same methodology as described in note 2(b) above, are as follows: |
Pay Versus Performance Outcomes
| Fiscal Year | Addition of Fair Value of Current Year Equity Awards at FYE | Fair Value of Awards Forfeited in Current FY | | (Deductions) Additions for Change in Value of Prior Years’ Awards Unvested at FYE | | Additions (Deductions) for Change in Value of Prior Years’ Awards That Vested in Fiscal Year | | Equity Value Included in Compensation Actually Paid | | 2024 | $2,183,728 | ($ | 741,721) | ($ | 572,204) | ($ | 25,205) | $844,599 |
Pay Versus Performance Outcomes
| (5) As used herein, “TSR” means cumulative total shareholder return, as calculated in accordance with SEC rules. |
Pay Versus Performance Outcomes
| (6) The peer group we use for this purpose is the Nasdaq US Benchmark Retail Index, the same index we use for purposes of our stock performance graph disclosure in our Form 10-K pursuant to Item 201(e) of Regulation S-K. |
Pay Versus Performance Outcomes
| (7) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable fiscal year. |
Pay Versus Performance Outcomes
| (8) Post-Incentive Adjusted Operating Income is a non-GAAP measure used in our annual incentive program. See Appendix A-1 for how we define Post-Incentive Adjusted Operating Income and a reconciliation of post-incentive adjusted operating income to GAAP operating income. |
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS At our Annual Meeting, shareholders will elect ten directors, in each case to hold office for a one-year term, until our 2026 annual meeting of shareholders. Nominees were recommended and approved for nomination by our nominating and corporate governance committee. The directors shall serve until their successors have been duly elected and qualified or until any such director’s earlier resignation or removal. If any nominee for any reason is unable to serve or will not serve, the proxies may be voted for such substitute nominee as the proxy holder may determine. We are not aware of any nominee who will be unable to or will not serve as a director. Proxies cannot be voted for a greater number of persons than the number of nominees named. If you sign and return the accompanying proxy, your shares will be voted FOR the election of the ten nominees recommended by our board of directors, unless you mark the proxy in such a manner as to vote AGAINST or ABSTAIN with respect to one or more nominees. See “What if I don’t vote for some of the items listed on my proxy card or voting instruction card?” on p. 6 of this Proxy Statement if you hold your shares in street name through a bank, broker, or other intermediary. The following directors are being nominated for election to our board of directors: Winnie Y. Park, Kathleen S. Barclay, Karen Bowman, Michael F. Devine, III, Dinesh S. Lathi, Richard L. Markee, Thomas M. Ryan, Ronald L. Sargent, Mimi E. Vaughn, and Zuhairah S. Washington. Please see the discussion under “Board of Directors” in this Proxy Statement for information concerning each of our nominees for director.