DEF 14A of Sportsman's Warehouse Holdings, Inc.
Filed Apr 14, 2026 · FY20250001193125-26-154919
Nominees for Election as Directors at this Annual Meeting
Nominees for Election as Directors at this Annual Meeting
Nominees for Election as Directors at this Annual Meeting
| Richard McBee, 62 Chair of the Board Director Since: November 2018 SPWH Committees: ▪ Member of the Compensation Committee | KEY EXPERIENCE ▪ Currently serves as President, Chief Executive Officer and Director of CLEAResult Consulting, Inc., a position he has held since July 2021. ▪ Served as President and Chief Executive Officer of Riverbed Technology from October 2019 to June 2021. ▪ Served as President, Chief Executive Officer and Director of Mitel Networks Corporation (Nasdaq: MITL) from January 2011 to October 2019. ▪ Served as President of the Communications and Enterprise Group of Danaher Corporation (NYSE: DHR) from 2007 to 2011. He joined Danaher in 2007 as President, Tektronix Communications, following the acquisition by Danaher of Tektronix. ▪ Spent 15 years with Tektronix and held a variety of positions of increasing responsibility, including Senior Vice President and General Manager, Communications Business Unit; Senior Vice President of Worldwide Sales, Service and Marketing; and Vice President of Marketing and Strategic Initiatives. SKILLS AND QUALIFICATIONS ▪ Strong leadership skills, experience as a Chief Executive Officer and prior experience as Chief Executive Officer of a public company. ▪ Bachelor of Science from the United States Air Force Academy. ▪ Master of Business Administration from the Chapman School of Business and Economics. |
Nominees for Election as Directors at this Annual Meeting
| Martha Bejar, 64 Board Member Director Since: February 2019 SPWH Committees: ▪ Chair of the Nominating and Governance Committee ▪ Member of the Audit Committee | KEY EXPERIENCE ▪ Senior Operating Partner at DaGrosa Capital Partners. ▪ Co-Founder Red Bison Advisory Group - provide business advisory services between USA and Asia. ▪ Served as CEO and Director of Unium Inc., a WiFi software solution provider, from March 2017 to March 2018. ▪ Served as CEO and Director at Flow Mobile Inc., a broadband wireless access solution provider, from January 2012 to December 2015. ▪ Served as Chairperson and CEO of Wipro Infocrossing Cloud Computing Services, from 2009 to 2011. ▪ Served as Corporate Vice President for the Communications Sector at Microsoft Corp, from June 2007 to June 2009. ▪ Has extensive public company board experience, governance, compensation and audit, currently serving as a director of Lumen Technologies, Inc.; CommVault Systems, Inc.; and Quadient S.A. (resigning in June 2025); and previously serving as a director of Polycom Inc.; and Mitel Systems. SKILLS AND QUALIFICATIONS ▪ Extensive board expertise across governance, compensation, and audit, with a proven track record of oversight and strategic leadership. ▪ Executive leadership experience; technical expertise and extensive experience in the communications, technology industries and governance. ▪ Life Member of Council on Foreign Relations. ▪ Advanced Management Program degree from Harvard University Business School. ▪ Bachelor of Science in Industrial Engineering from the University of Miami. ▪ Master of Business Administration from Nova Southeastern University. |
Nominees for Election as Directors at this Annual Meeting
| | 2026 Proxy Statement | 12 |
Nominees for Election as Directors at this Annual Meeting
| STEVEN SANSOM, 57 Board Member Director Since: September 2023 SPWH Committees: ▪ Member of the Audit Committee ▪ Member of the Compensation Committee | KEY EXPERIENCE ▪ Currently serves as the Chairman and CEO of Steel Grove Capital Advisors and Steel Grove Family Office since September 2001. ▪ Served as founder, principal and member of the board of directors of Center Coast Capital Advisors, an independent investor in United States mid-stream energy infrastructure assets, from November 2007 until February 2018. ▪ Served as a vice president of Goldman Sachs & Co. between August 1993 and September 2001. ▪ Served in the Institutional Equity Capital Markets Group at Merrill Lynch Global Capital Markets from August 1991 to September 1993. ▪ Serves currently on the Advisory Board of Red Bison Technologies. ▪ Serves currently as a member of several boards of directors, including the advisory board of Jennyco (ai). SKILLS AND QUALIFICATIONS ▪ Executive leadership experience and decades of experience as an investor and board member across a variety of industries including logistics and real estate; capital allocation, risk management and governance experience in high-growth businesses. ▪ National Association of Corporate Directors (NACD) Directorship Certified. ▪ Bachelor's degree in Business from Millsaps College with honors and also attended Harvard Business School's executive education program. |
Nominees for Election as Directors at this Annual Meeting
| PAUL STONE, 56 President and CEO Director Since: November 2023 | KEY EXPERIENCE ▪ Served as President and Chief Operating Officer of Hertz Global Holdings, Inc. (Nasdaq: HTZ) from October 2021 to September 2023 after serving as Interim Chief Executive Officer and on the Board of Directors from May 2020 to October 2021. ▪ Additionally served as Hertz's Executive Vice President and Chief Retail Operations Officer for North America from March 2018 to May 2020. ▪ Served as the Chief Retail Officer of Cabela's Inc., and outdoor outfitter retail company from November 2015 to December 2017. ▪ Prior to joining Cabela's, Mr. Stone spent 28 years with Sam's Club, a retail warehouse subsidiary of Walmart Inc. in various leadership roles. SKILLS AND QUALIFICATIONS ▪ Executive leadership experience and over 30 years of experience in the retail industry. |
Nominees for Election as Directors at this Annual Meeting
| | 2026 Proxy Statement | 13 |
Nominees for Election as Directors at this Annual Meeting
| MICHAEL TUCCI, 65 Board Member Director Since: September 2025 SPWH Committees: ▪ Chair of the Compensation Committee ▪ Member of the Nominating and Governance Committee | KEY EXPERIENCE ▪ Served as a Founder and Managing Partner of Rebel Capital, LLC, an early-stage advisory and investment company within the consumer and related technology support sectors, since 2016. ▪ Additionally served as Chief Executive Officer and as a member of the board of directors of Rag & Bone, a fashion brand retailer and private company from November 2013 to September 2015. ▪ Served as President, North American Group of Coach, Inc., a leading American marketer of fine accessories and gifts for women and men, from February 2003 to August 2013. ▪ Prior to joining Coach, Mr. Tucci held senior executive positions at The Gap, Inc. and Macy’s, Inc. SKILLS AND QUALIFICATIONS ▪ Executive leadership experience; experience as a Chief Executive Officer in the retail industry. ▪ Bachelor of Arts degree from Trinity College. |
Nominees for Election as Directors at this Annual Meeting
| Nancy A. Walsh, 65 Board Member Director Since: August 2022 SPWH Committees: ▪ Chair of the Audit Committee ▪ Member of the Nominating and Governance Committee | KEY EXPERIENCE ▪ Chief Financial Officer of Katapult Holdings, Inc. (Nasdaq: KPLT) since December 2022. ▪ Served as the Executive Vice President and Chief Financial Officer of LL Flooring Holdings, Inc., a specialty retailer of hard-surface floorings, from September 2019 to November 2022. ▪ Served from January 2018 until April 2019 as Executive Vice President and Chief Financial Officer of Pier 1 Imports, Inc., a home furnishing and decor retailer. Pier 1 Imports, Inc. filed for Chapter 11 bankruptcy protection in February 2020. ▪ Served from November 2015 until December 2017 as Executive Vice President and Chief Financial Officer of The Bon-Ton Stores, Inc., a department store chain. The Bon-Ton Stores, Inc. filed for Chapter 11 bankruptcy protection in February 2018. ▪ Served in various financial positions, including as Senior Vice President of Finance, with Tapestry, Inc. (NYSE: TPR), formerly known as Coach, Inc., a fashion handbag, leather goods and apparel retailer from March 1999 to December 2013. SKILLS AND QUALIFICATIONS ▪ Executive leadership experience; experience as a Chief Financial Officer of multiple public companies. ▪ Bachelor of Science in Zoology from the University of New Hampshire and holds a Master of Business Administration from Northeastern University. |
Nominees for Election as Directors at this Annual Meeting
| | 2026 Proxy Statement | 14 |
Skills Matrix
Skills Matrix Our Nominating and Governance Committee utilizes a skills matrix as part of the Board’s annual evaluation, succession planning, and director nomination process. The goal is to ensure that the Board collectively possesses the relevant skills and backgrounds for effective governance, meaningful strategic planning and strong leadership that enhances financial performance and builds stakeholder value. The following skills matrix shows a summary of the skills and core competencies of our director nominees and continuing directors and should not be considered to be a complete list of each director’s strengths and contributions to the Board.
Skills Matrix
| Skills | McBee | Bejar | Sansom | Stone | Tucci | Walsh | | Retail / Sporting Goods | | | | X | X | X | | E-Commerce / Digital Transformation | X | X | | X | X | X | | Supply Chains & Logistics | X | | | X | X | | | Finance / Audit / Risk Management | | X | X | | | X | | Board / Public Company Governance | X | X | | | | X | | M&A / Capital Markets | X | X | X | | X | X | | Customer / Marketing / Branding | | | X | X | X | X | | Human Capital / Culture | X | | | X | | | | CEO Experience | X | X | X | X | X | | | Shareholder Communication & Alignment | X | X | X | X | X | X |
Skills Matrix
| Skills | Qualifications for the Skill | | Retail / Sporting Goods | Experience in multi-location retail, sporting gear, or outdoor products. | | E-Commerce / Digital Transformation | Expertise in online retail, digital marketing, and omni-channel strategy. | | Supply Chains & Logistics | Experience in inventory, sourcing, distribution, and fulfillment. | | Finance / Audit / Risk Management | Financial or accounting experience and an understanding of financial reporting, internal controls and compliance, which may include experience as a Chief Financial Officer, a licensed Certified Public Accountant, or a member of an audit committee of another company, and experience overseeing and managing company risk, including experience in information security, data privacy and cybersecurity. | | Board / Public Company Governance | Experience as director or officer of a publicly listed company, with knowledge of SEC and Nasdaq regulations. | | M&A / Capital Markets | Experience in executing and/or overseeing acquisitions of companies and capital-raising transactions. | | Customer / Marketing / Branding | Expertise in customer segmentation, loyalty, and brand positioning. |
Skills Matrix
| | 2026 Proxy Statement | 15 |
Skills Matrix
| Skills | Qualifications for the Skill | | Human Capital / Culture | Experience in talent development, retention, and leadership alignment, including managing and developing a large workforce, managing compensation, and/or managing other human capital initiatives. | | CEO Experience | Strategic executive leadership during periods of growth or disruption, including defining and driving strategic direction and growth and managing the operations of a business or large organization. | | Shareholder Communication & Alignment | Experience in aligning shareholder interests with the board’s vision and company performance, including through communication with shareholders to build trust and transparency with regular updates, reports, and meetings. |
Nominees for Election
Nominees for Election Upon the recommendation of the Nominating and Governance Committee, the Board has nominated Mr. McBee, Ms. Bejar, Mr. Sansom, Mr. Stone, Mr. Tucci and Ms. Walsh for election to the Board to serve until the 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified. Each of the nominees is currently a member of our Board of Directors. Mr. Tucci joined our Board in September 2025 and is standing for election to our Board for the first time. Mr. Tucci was initially identified as a potential director nominee by a director. The Nominating and Governance Committee then assessed the candidacy of Mr. Tucci in light of the director criteria included in our Corporate Governance Guidelines. Each member of the Nominating and Governance Committee, as well as certain other directors, interviewed Mr. Tucci. Following these interviews, the Board of Directors met, discussed and approved the appointment of Mr. Tucci to the Board of Directors. The nominees for election have consented to be named in this Proxy Statement and to serve as directors if elected. If any of the nominees are unable or unwilling for good cause to serve as directors if elected (which is not anticipated), the persons who are designated as proxy holders may exercise discretionary authority to vote for a substitute nominee selected by our Board or our Board may reduce the number of directors serving on the Board. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES NAMED IN THIS PROXY STATEMENT.
Nominees for Election
| | 2026 Proxy Statement | 16 |
Nominees for Election
CORPORATE GOVERNANCE
Objectives, Philosophy and Elements of Executive Compensation
| Peer Group | | | Academy Sports & Outdoors | Genesco | | Boot Barn | Haverty Furniture | | The Buckle | LL Flooring | | Caleres | Sally Beauty | | Citi Trends | Shoe Carnival | | The Container Store | Zumiez | | Designer Brands | |
Objectives, Philosophy and Elements of Executive Compensation
Using data compiled from the peer companies, FW Cook completed an assessment of our executive compensation to inform the Compensation Committee’s determinations regarding executive compensation for fiscal year 2025. FW Cook prepared, and the Compensation Committee reviewed, a range of market data reference points (generally at the 25th, 50th, and 75th percentiles of the market data) with respect to base salary, annual incentives, equity compensation, total target cash compensation (base salary and the target annual incentive) and total direct compensation (total target cash compensation and equity compensation) with respect to each of our named executive officers. The Compensation Committee did not target pay at any particular percentile of the market data, but rather reviewed these market data reference points as a helpful reference point in making fiscal year 2025 compensation decisions. Market data is only one of the factors that the Compensation Committee considers in making compensation decisions. The Compensation Committee considers other factors as described below under “Factors Used in Determining Executive Compensation.”
Fiscal Year 2025 Executive Compensation Program
Fiscal Year 2025 Executive Compensation Program Base Salary In connection with Mr. Stone's appointment as Chief Executive Officer in November 2023, he entered into an employment agreement, pursuant to which his annual base salary was set at $1,100,000, and his salary remained at that level for fiscal 2025. In connection with Ms. Fall Jung's appointment as Chief Financial Officer in August 2025, she entered into an employment agreement, pursuant to which her annual base salary was set at $600,000. During the portion of fiscal year 2025 that Mr. White was employed by us, his annual base salary was $504,000. Annual Performance Bonus The Company maintains an annual bonus program, pursuant to which our executives may earn cash bonuses based on upon the achievement of corporate performance goals. Mr. Stone's employment agreement provides for a target annual bonus opportunity of 150% of his annual base salary. Ms. Fall Jung’s employment agreement provides for a target annual bonus opportunity of 75% of her annual base salary. Prior to his termination of employment, Mr. White was eligible for a target bonus opportunity equal to 75% of his annual base salary. For fiscal year 2025, we maintained an annual bonus program (the “FY 2025 Bonus Program”), pursuant to which Mr. Stone, Ms. Fall Jung and Mr. White were eligible to earn a cash bonus based upon the achievement of certain corporate goals, which consisted of “Adjusted EBITDA” goals, "Margin" goals, and “Sales” goals, with such goals weighted 40%, 40%, and 20%, respectively, as set forth below:
Fiscal Year 2025 Executive Compensation Program
| 2025 Bonus Target ($ in thousands) | | | | | | | Adjusted EBITDA | Bonus % | Margin | Bonus % | Sales | Bonus % | | $27,170 | 0% | $367,170 | 0% | $1,192,170 | 0% | | $28,470 | 10% | $369,470 | 10% | $1,195,170 | 10% | | $29,770 | 20% | $371,770 | 20% | $1,198,170 | 20% | | $31,070 | 30% | $374,070 | 30% | $1,201,170 | 30% | | $32,370 | 40% | $376,370 | 40% | $1,204,170 | 40% | | $33,670 | 50% | $378,670 | 50% | $1,207,170 | 50% | | $34,970 | 60% | $380,970 | 60% | $1,210,170 | 60% | | $36,270 | 70% | $383,270 | 70% | $1,213,170 | 70% | | $37,570 | 80% | $385,570 | 80% | $1,216,170 | 80% | | $38,870 | 90% | $387,870 | 90% | $1,219,170 | 90% | | $40,170 | 100% | $390,170 | 100% | $1,222,170 | 100% | | $40,970 | 110% | $391,670 | 110% | $1,227,170 | 110% | | $41,770 | 120% | $393,170 | 120% | $1,232,170 | 120% | | $42,570 | 130% | $394,670 | 130% | $1,237,170 | 130% | | $43,370 | 140% | $396,170 | 140% | $1,242,170 | 140% | | $44,170 | 150% | $397,670 | 150% | $1,247,170 | 150% | | $46,170 | 175% | $401,420 | 175% | $1,259,670 | 175% | | $48,170 | 200% | $405,170 | 200% | $1,272,170 | 200% |
Fiscal Year 2025 Executive Compensation Program
For purposes of the 2025 performance bonuses, “Adjusted EBITDA” is net (loss) income of the Company as determined in accordance with GAAP plus interest expense, income tax expense (benefit), depreciation and amortization, stock-based compensation expense, executive transition and severance costs, impairment costs and other expenses that we do not believe are indicative of our ongoing expenses, along with any other adjustments to net (loss) income disclosed by the Company in its filings with the Securities and Exchange Commission to determine Adjusted EBITDA. “Margin” is gross profit divided by net sales, in each case as determined in accordance with GAAP. "Sales" is net sales as determined in accordance with GAAP. In March 2026, the Compensation Committee approved reducing each of the “Adjusted EBITDA” goals, "Margin" goals, and “Sales” goals for the FY 2025 Bonus Program by $2,830,000 in order to account for the impact of a reward programs correction that we reported in fiscal year 2025 but that related to fiscal years prior to fiscal year 2025. The modified goals for the FY 2025 Bonus Program are reflected in the table above. In March 2026, the Compensation Committee also reviewed the Company’s achievement against the modified goals and determined that for fiscal year 2025, Adjusted EBITDA was $27,460,000, Margin was $373,522,000 and Sales were equal to $1,209,182,000. Based on this achievement, bonuses under the FY 2025 Bonus Program were paid out at the level of 23.3% of participants’ target bonus opportunity; however, Ms. Fall Jung’s bonus was prorated based on the number of days she was employed by the Company in fiscal year 2025. Mr. Stone received a bonus of $384,450 and Ms. Fall Jung received a bonus of $48,104. Mr. White forfeited his eligibility to receive, and did not receive, an annual bonus payment under the FY 2025 Annual Bonus Program due to his separation from the Company prior to the payment of bonuses. Fiscal Year 2025 Long-Term Compensation: Cash Awards Mr. Stone and Mr. White were each granted a cash-based long-term incentive plan award (“FY 2025 Cash LTIP Award”) on March 26, 2025. Ms. Fall Jung was granted an FY 2025 Cash LTIP Award on August 18, 2025. As shown in the table below, the FY 2025 Cash LTIP Awards were based on the achievement of goals relating to “Same Store Sales Growth Percentage” ("SSS %") and Adjusted Net Loss weighted 50% and 50%, respectively. Mr. Stone’s, Ms. Fall Jung's and Mr. White’s target awards were $940,000, $500,000 and $375,000, respectively. Each FY 2025 Cash LTIP Award provides the opportunity to earn between 0% and 200% of the target award, depending on performance. The FY 2025 Cash LTIP Award is structured such that there are separate goals for each of fiscal years 2025, 2026 and 2027, with one-third of the award allocated to each fiscal year (or in the case of Ms. Fall Jung, 20% allocated to fiscal year 2025 and 40% allocated to
Fiscal Year 2025 Executive Compensation Program
| 2025 Cash LTIP Award Metrics for FY 2025 ($ in thousands) | | | | | SSS % | Bonus % | Adjusted Net Loss | Bonus % | | 0.0% | 0% | $(22,900) | 0% | | 0.3% | 10% | $(21,940) | 10% | | 0.6% | 20% | $(20,980) | 20% | | 0.9% | 30% | $(20,020) | 30% | | 1.2% | 40% | $(19,060) | 40% | | 1.5% | 50% | $(18,100) | 50% | | 1.8% | 60% | $(17,140) | 60% | | 2.1% | 70% | $(16,180) | 70% | | 2.4% | 80% | $(15,220) | 80% | | 2.7% | 90% | $(14,260) | 90% | | 3.0% | 100% | $(13,300) | 100% | | 3.4% | 110% | $(12,730) | 110% | | 3.8% | 120% | $(12,160) | 120% | | 4.2% | 130% | $(11,590) | 130% | | 4.6% | 140% | $(11,020) | 140% | | 5.0% | 150% | $(10,450) | 150% | | 6.0% | 175% | $(9,025) | 175% | | 7.0% | 200% | $(7,600) | 200% |
Fiscal Year 2025 Executive Compensation Program
Adjusted EBITDA Margin and Leverage Ratio weighted 50% and 50%, respectively. Mr. Stone’s and Mr. White’s target awards are $1,000,000 and $500,000, respectively. Each FY 2024 Cash LTIP Award provides for the opportunity to earn between 0% and 200% of the target award, depending on performance. The FY 2024 LTIP Award is structured such that there are separate goals for each of fiscal years 2024, 2025 and 2026, with one-third of the award allocated to each fiscal year, and with performance interpolated between threshold and target, and between target and maximum for each year. The portion of the FY 2024 Cash LTIP Award that is deemed eligible to vest with respect to a particular fiscal year will vest on the third anniversary of the grant date and be paid within 30 days thereafter, subject to the executive’s continued service though the vesting date. The performance goals and payout schedule for the portion of each FY 2024 Cash LTIP Award that relates to fiscal year 2025 are set forth below. In March 2026, the Committee reviewed the Company’s achievement against these performance goals and determined that for fiscal year 2025, neither the Adjusted EBITDA Margin threshold nor the Leverage Ratio threshold were met. As such, no portion of Mr. Stone’s FY 2024 Cash LTIP Award related to fiscal year 2025 became eligible to vest and be paid out, demonstrating our commitment to aligning pay and performance. With respect to Mr. White, his FY 2024 Cash LTIP Award was forfeited in its entirety without consideration upon the date of his termination of employment with us.
Fiscal Year 2025 Executive Compensation Program
| 2024 Cash LTIP Award Metrics for FY 2025 | | | | | Adjusted EBITDA % | Bonus % | Leverage Ratio | Bonus % | | 4.80% | 0% | 2.00 | 0% | | 4.92% | 10% | 1.98 | 10% | | 5.04% | 20% | 1.95 | 20% | | 5.16% | 30% | 1.93 | 30% | | 5.28% | 40% | 1.90 | 40% | | 5.40% | 50% | 1.88 | 50% | | 5.52% | 60% | 1.85 | 60% | | 5.64% | 70% | 1.83 | 70% | | 5.76% | 80% | 1.80 | 80% | | 5.88% | 90% | 1.78 | 90% | | 6.00% | 100% | 1.75 | 100% | | 6.10% | 110% | 1.73 | 110% | | 6.20% | 120% | 1.70 | 120% | | 6.30% | 130% | 1.68 | 130% | | 6.40% | 140% | 1.65 | 140% | | 6.50% | 150% | 1.63 | 150% | | 6.75% | 175% | 1.56 | 175% | | 7.00% | 200% | 1.50 | 200% |
Fiscal Year 2025 Executive Compensation Program
Other Bonuses In connection with Ms. Fall Jung's appointment as Chief Financial Officer in August 2025, she entered into an employment agreement, pursuant to which she received a $75,000 signing bonus payable in three equal installments, the first of which was paid during fiscal year 2025 upon her start date with the Company. Fiscal Year 2025 Equity Grants in 2025 Time-Based Awards In March 2025, we granted 200,000 and 110,000 time-based restricted stock units to Mr. Stone and Mr. White, respectively, which vest in three substantially equal installments on March 26, 2026, March 26, 2027, and March 26, 2028, subject to continued employment with us. All of such restricted stock units granted to Mr. White were forfeited without consideration upon the date of his termination of employment with us. In connection with her joining the Company, and pursuant to terms of her employment agreement, Ms. Fall Jung was granted 125,000 time-based restricted stock units in August 2025, which vest in three substantially equal installments on August 18, 2026, August 18, 2027, and August 18, 2028, subject to continued employment with us.
Fiscal Year 2025 Executive Compensation Program
Performance-Based Awards In August 2025, we granted performance-based restricted stock units to Ms. Fall Jung in connection with her joining the Company, and pursuant to the terms of her employment agreement. Such restricted stock units were eligible to vest between 0% and 100% of the target number of restricted stock units (which is equal to 125,000 restricted stock units) based on Adjusted EBITDA for the fiscal years 2025 and 2026, with 25% of the total target number of restricted stock units corresponding to the fiscal year 2025 performance period and 75% corresponding to the fiscal year 2026 performance period. Any of the performance-based restricted stock units that become eligible to vest for the fiscal year 2025 or fiscal year 2026 performance periods vest on April 30, 2027, subject to continued employment with us. The performance targets and the number of restricted stock units that may become eligible to vest based on performance for the fiscal year 2025 performance period are set forth below.
Fiscal Year 2025 Executive Compensation Program
| FY 2025 Performance Metrics for CFO New Hire Performance-Based Award ($ in thousands) | | | Actual Level of Adjusted EBITDA ($ in thousands) | Vesting Eligibility Percentage | | $30,400 | 0% | | $31,560 | 10% | | $32,720 | 20% | | $33,880 | 30% | | $35,040 | 40% | | $36,200 | 50% | | $37,360 | 60% | | $38,520 | 70% | | $39,680 | 80% | | $40,840 | 90% | | $42,000 | 100% |
Fiscal Year 2025 Executive Compensation Program
In March 2026, the Compensation Committee determined that, because the actual level of Adjusted EBITDA (as defined above) for fiscal year 2025 was $27,460,000, the Company did not achieve the required performance for any portion of Ms. Fall Jung’s performance-based restricted stock units that relate to the fiscal year 2025 performance period to become eligible to vest; as a result, 31,250 of the target performance stock units were forfeited. We believe that this demonstrates our commitment to a pay-for-performance philosophy. In March 2026, the Compensation Committee also amended the maximum number of performance-stock units granted to Ms. Fall Jung in August 2025 that could become eligible to vest based on performance for the fiscal year 2026 performance period from 100% of the target number of restricted stock units that correspond to the fiscal year 2026 performance period to 200% of such target number of restricted stock units. In addition, the Compensation Committee established the Adjusted EBITDA targets, which were set in a manner intended to be challenging, and number of restricted stock units that may become eligible to vest based on achievement of Adjusted EBITDA for the fiscal year 2026 performance period.
Other Features of Our Executive Compensation Program
Separation Arrangements In connection with Mr. White’s separation from the Company, we entered into a Separation Agreement (as defined below) with him in August 2025, as described in more detail below in the section titled “Potential Payments Upon Termination or Change in Control.” Severance and Change in Control Benefits Mr. Stone's employment agreement referenced in the preceding section and the award agreements for his equity awards provide for certain benefits to be paid to him in connection with a termination of his employment. In addition, Ms. Fall Jung's employment agreement referenced in the preceding section and the award agreements for her equity awards provide for certain benefits to be paid to her in connection with a termination of her employment. In addition, Mr. White has received and continues to receive certain severance benefits pursuant to his Separation Agreement. Such benefits are described below in the section titled “Potential Payments Upon Termination or Change in Control.” Other Benefits Mr. Stone and Ms. Fall Jung are eligible to participate in our employee benefit plans, including our medical, dental, vision, group life, disability and accidental death and dismemberment insurance plans, in each case on the same basis as all of our other employees. We provide a 401(k) plan to our employees, including our named executive officers, as discussed in the section below entitled "Defined Contribution Plan." We do not generally provide perquisites or personal benefits to our named executive officers.
SUMMARY COMPENSATION TABLE FOR FISCAL YEARS 2025 and 2024
SUMMARY COMPENSATION TABLE FOR FISCAL YEARS 2025 and 2024 The following table presents information regarding compensation of Messrs. Stone, White and Ms. Fall Jung, our only executive officers during fiscal year 2025, for services rendered during fiscal years 2025 and 2024. These individuals are referred to in this Proxy Statement as our “named executive officers.”
SUMMARY COMPENSATION TABLE FOR FISCAL YEARS 2025 and 2024
| | | | | Stock | Non-Equity Incentive Plan | All Other | | | Name and Principal Positions(s) | Year | Salary ($) | Bonus(1) ($) | Awards(2) ($) | Compensation(3) ($) | Compensation(4) ($) | Total ($) | | Paul Stone | 2025 | 1,100,000 | 127,050 | 204,000 | 335,733 | 400 | 1,767,183 | | President and Chief Executive Officer | 2024 | 1,100,000 | — | 2,899,994 | — | 2,129 | 4,002,123 | | Jennifer Fall Jung | 2025 | 265,385 | 40,897 | 710,000 | 57,207 | 400 | 1,073,889 | | Chief Financial Officer | | | | | | | | | Jeff White | 2025 | 278,769 | — | 112,200 | — | 513,958 | 904,927 | | Former Chief Financial Officer and Secretary | 2024 | 486,846 | 87,500 | 499,999 | — | 2,165 | 1,076,510 |
SUMMARY COMPENSATION TABLE FOR FISCAL YEARS 2025 and 2024
(1) The amount reported in the “Bonus” column of the table above for fiscal year 2025 for Mr. Stone represents the discretionary portion of his 2025 annual performance bonus. For Ms. Fall Jung, the amount reported in the “Bonus” column for fiscal year 2025 represents (i) the first installment of a one-time $75,000 signing bonus, payable in three equal installments, with the first installment paid on her start date of August 18, 2025, the second six months thereafter, and the third on her one-year anniversary and (ii) the discretionary portion of her 2025 annual performance bonus. For Mr. White, the amount reported in the “Bonus” column for fiscal year 2024 represents the second installment of a cash retention bonus paid in two equal installments in fiscal years 2023 and 2024. (1) The amounts reported in the “Stock Awards” column of the table above for fiscal year 2025 include the following: for Mr. Stone, Ms. Fall Jung and Mr. White, restricted stock units subject to time-based vesting requirements (“time-based restricted stock units”) awarded in fiscal year 2025 with grant date fair values of $204,000, $355,000, and $112,200 respectively. Additionally, for Ms. Fall Jung the amount for fiscal year 2025 includes performance-based restricted stock units subject to both time- and performance-based vesting requirements (“performance-based restricted stock units”) awarded in fiscal year 2025 with a grant date fair value of $355,000 (based on "target" level of performance, which the Company determined was the probable outcome of the applicable performance-based conditions on the grant date). The amounts reported in the “Stock Awards” column of the table above for fiscal year 2024 include the following: for Messrs. Stone and White, performance-based restricted stock units awarded in fiscal year 2024 with grant date fair values of $1,249,998 and $499,999, respectively (based on "target" level of performance, which the Company determined was the probable outcome of the applicable performance-based conditions on the grant date). Additionally, for Mr. Stone, the amount for fiscal year 2024 includes time-based restricted stock units awarded in fiscal year 2024 with a grant date fair value of $1,649,996. These values have been determined under the principles used to calculate the grant date fair value of equity awards for purposes of our financial statements and in accordance with FASB ASC Topic 718 and reflects the number of shares of our Common Stock (the “target” number of shares in the case of restricted stock units with performance-based vesting conditions) subject to the restricted stock units awarded to the named executive officer multiplied by the closing price of a share of our Common Stock on the grant date of the award. (2) The amounts reported in the “Non-Equity Incentive Plan Compensation” column of the table above for fiscal year 2025 include (i) annual performance bonuses earned by Mr. Stone and Ms. Fall Jung based on the Compensation Committee’s assessment of the Company’s adjusted EBITDA, margin and sales for fiscal year 2025 relative to pre-established goals and (ii) incentive cash bonuses earned by Mr. Stone and Ms. Fall Jung based on the Compensation Committee’s assessment of the Company’s SSS % and adjusted net loss for fiscal year 2025 relative to pre-established goals, which will be paid on March 26, 2028, subject to continued employment. No incentive cash bonuses were earned by our named executive officers in fiscal year 2024. The amounts reported in the “All Other Compensation” column of the table above for fiscal year 2025 include employer contributions to a health savings account for Mr. Stone, Ms. Fall Jung and Mr. White. For Mr. White, the amounts reported in the “All Other Compensation” column of the table above for fiscal year 2025 also reflect his payments under his Separation and Consulting Agreement, dated August 4, 2025. See the section titled “Potential Payments Upon Termination or Change in Control” for more information. Specifically, it includes (i) $232,620 in base salary for the period from Mr. White’s separation date (August 4, 2025) until the last day of fiscal year 2025, (ii) $203,538 for his prorated bonus, and (iii) $77,000 in consulting fees. The
SUMMARY COMPENSATION TABLE FOR FISCAL YEARS 2025 and 2024
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SUMMARY COMPENSATION TABLE FOR FISCAL YEARS 2025 and 2024
amounts reported in the “All Other Compensation” column of the table above for fiscal year 2024 include employer contributions to a health savings account for Messrs. Stone and White. Mr. White ceased to serve as Chief Financial Officer and Secretary of the Company, effective as of August 17, 2025. He transitioned to a consulting role with the Company from August 18, 2025 to September 9, 2025. Ms. Fall Jung was appointed as the Company’s Chief Financial Officer, effective as of August 18, 2025.
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END The following table presents information regarding the outstanding equity awards held by each of our named executive officers as of January 31, 2026, including the vesting dates for the portions of these awards that had not vested as of that date.
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END
| | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested | Equity Incentive Plan Awards: Number of Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested | | | (#) | ($)(1) | (#) | ($)(1) | | Paul Stone | 110,032(2) | 150,744 | — | — | | | 269,687(3) | 369,471 | — | — | | | 83,074(4) | 113,811 | — | — | | | 200,000(5) | 274,000 | — | — | | Jennifer Fall Jung | 125,000(6) | 171,250 | 93,750(7) | 128,438 | | Jeff White(8) | — | — | — | — |
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END
(1) The market value of such award was calculated based on the $1.37 closing price of our common stock on January 30, 2026, the last trading day of fiscal year 2025. (2) The unvested portion of this time-based restricted stock unit award is scheduled to vest on November 1, 2026, subject to continued employment or service. (3) The unvested portion of this time-based restricted stock unit award is scheduled to vest in two annual installments on April 1, 2026 and April 1, 2027, subject to continued employment or service. (4) The unvested portion of this time-based restricted stock unit award is scheduled to vest in two annual installments on May 1, 2026 and May 1, 2027, subject to continued employment or service. (5) The unvested portion of this time-based restricted stock unit award is scheduled to vest in three annual installments on March 26, 2026, March 26, 2027 and March 26, 2028, subject to continued employment or service. (6) The unvested portion of this time-based restricted stock unit award is scheduled to vest in three annual installments on August 18, 2026, August 18, 2027 and August 18, 2028 subject to continued employment or service. (7) Represents the unvested portion of performance-based restricted stock unit awards for which the performance conditions have not been satisfied, including 31,250 restricted stock units for which the performance conditions were not satisfied and were subsequently forfeited in March 2026. Amount shown reflects the threshold payout level. (8) All of Mr. White’s unvested equity awards were forfeited upon the date of his termination of employment; as a result, he did not have any outstanding equity awards as of January 31, 2026. The awards set forth in the “Outstanding Equity Awards at 2025 Fiscal Year-End” table above are restricted stock unit awards granted to Mr. Stone and Ms. Fall Jung under the terms of our Amended 2019 Plan, which are described below under “—Equity Incentive Plans.” Each restricted stock unit represents a contractual right to receive one share of our Common Stock if the applicable time-based or performance-based vesting requirements, outlined in the footnotes to the table above, are satisfied. Mr. Stone and Ms. Fall Jung do not have the right to vote or dispose of the restricted stock units, but, in the event we pay dividends with respect to our Common Stock, Mr. Stone and Ms. Fall Jung would be
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END
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OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END
credited with additional restricted stock units as dividend equivalents that are subject to the same vesting and payment terms as the underlying stock units. The unvested portions of the restricted stock unit awards are subject to accelerated vesting in certain circumstances as discussed below.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control The following section describes the benefits that may become payable to Mr. Stone and Ms. Fall Jung in each case in connection with a termination of the named executive officer's employment and/or a change in control of us under the circumstances described below.
Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures
Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures As required by Item 402(v) of Regulation S-K, we are providing the following graphs to illustrate the relationship between the pay and performance figures that are included in the pay versus performance tabular disclosure above. In addition, the second graph below further illustrates the relationship between Company total shareholder return and that of the S&P 500 Retailing Industry Group Index. As noted above, “compensation actually paid” for purposes of the tabular disclosure and the following graphs were calculated in accordance with SEC rules and do not fully represent the actual final amount of compensation earned by or actually paid to our NEOs during the applicable years.
Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures
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Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures
Compensation Actually Paid vs Net Income number in thousands Compensation Actually Paid vs Adjusted ESPCAP in thousands
Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures
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Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures
All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.
Overview of Director Compensation for Fiscal Year 2025
Overview of Director Compensation for Fiscal Year 2025 Compensation for our non-employee directors under our current compensation program for our non-employee directors for fiscal year 2025 consisted of: ▪ an annual cash retainer of $85,000; ▪ an additional annual cash retainer of $130,000 for a non-employee director serving as Chair of the Board; ▪ an additional annual cash retainer of $15,000 for serving as Lead Independent Director; ▪ an additional annual cash retainer of $30,000 for serving as Chair of the Audit Committee; ▪ an additional annual cash retainer of $25,000 for serving as Chair of the Compensation Committee; and ▪ an additional annual cash retainer of $25,000 for serving as the Chair of our Nominating and Governance Committee. On the date of each annual meeting of stockholders, each non-employee director who is serving on our Board will be granted an award of restricted stock units. The number of restricted stock units subject to the award will be determined by dividing $100,000 ($115,000 in the case of a non-employee director serving as Chair of the Board) by the per-share closing price (in regular trading) of our Common Stock on the date of such annual meeting, rounded down to the nearest whole unit ("Annual RSU Award"). These restricted stock unit awards will vest in 12 substantially equal installments, subject to the non-employee director’s continued service as a director through each vesting date, with the first installment vesting one month following the date of grant and an additional installment vesting on each monthly anniversary of the date of grant thereafter for the next 11 months, except that the outstanding and unvested portion of the restricted stock unit award will vest in full (1) immediately prior to the first annual meeting of stockholders for the year following the year of grant of the award should such annual meeting occur before the first annual anniversary of the date of grant or (2) should a change in control of the Company occur and the director not continue to serve on the Board (or the board of a directors of a parent entity) following the change in control. Each such restricted stock unit award is made under and subject to the terms and conditions of the Amended 2019 Plan (or any successor equity compensation plan approved by the Company’s stockholders and in effect at the time of grant) and is evidenced by, and subject to the terms and conditions of, a restricted stock unit award agreement in the form used by the Company to evidence restricted stock unit awards to our non-employee directors. To the extent then vested, the restricted stock units will generally be paid in an equal number of shares of our Common Stock as soon as practicable following the earlier to occur of (1) the date the non-employee director ceases to be a member of the Board or (2) the first anniversary of the grant date of the award. The restricted stock unit awards are generally forfeited as to the unvested portion of the award upon the non-employee director’s termination of service as a director for any reason. Each non-employee director may elect to defer the delivery of shares in settlement of any Annual RSU Award granted that would otherwise be delivered to such non-employee director on or following the date such restricted stock units vest (the “Deferral Election”). Any Annual RSU Award for which a Deferral Election has been properly submitted under the terms of the director compensation policy will be settled in a single lump sum installment in whole shares on the earlier of (a) immediately prior to the occurrence of a change in the ownership of the Company, a change in the effective control of the Company, or a change in the ownership of a substantial portion of the assets of the Company, all within the meaning of Treasury Regulation Section 1.409A-3; or (b) within 60 days following the date of separation from service or death of such director. In the case of a new non-employee director who is initially appointed or elected to the Board on a date other than the date of an annual meeting of stockholders (commencing following the Annual Meeting), the non-employee director will be eligible to receive a pro-rated cash retainer and an equity award on the date of such initial appointment or election.
Overview of Director Compensation for Fiscal Year 2025
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Overview of Director Compensation for Fiscal Year 2025
For these purposes, our non-employee directors are members of our Board who are not employed by the Company or one of its subsidiaries. A member of our Board who is employed by the Company or one of its subsidiaries receives no compensation from us for their service as a member of our Board. We reimburse all of our directors for reasonable expenses incurred to attend Board meetings.
Director Compensation for Fiscal Year 2025
Director Compensation for Fiscal Year 2025 The following table presents information regarding the compensation paid to each of our non-employee directors for the fiscal year ended January 31, 2026. Mr. Stone, our Chief Executive Officer, does not receive any additional compensation for his service as a director. The compensation paid to Mr. Stone is presented in the Summary Compensation Table under “Executive Compensation” starting on page 25.
Director Compensation for Fiscal Year 2025
| | Fee Earned or Paid in Cash | Stock Awards | Total | | Name | ($) | ($)(1)(2) | ($) | | Richard McBee | 215,000 | 114,999 | 329,999 | | Steven Becker(3) | 65,275 | 99,999 | 165,274 | | Martha Bejar | 110,000 | 99,999 | 209,999 | | Steven Sansom | 85,000 | 99,999 | 184,999 | | Michael Tucci(4) | 43,214 | 70,957 | 114,171 | | Nancy A. Walsh | 115,000 | 99,999 | 214,999 |
Director Compensation for Fiscal Year 2025
(1) The amount reported in the “Stock Awards” column of the table above represents, for each non-employee director who received such an award, the fair value on the grant date of the restricted stock unit award granted to the non-employee director in connection with the 2025 Annual Meeting. This value has been determined under the principles used to calculate the grant date fair value of equity awards for purposes of our financial statements and in accordance with ASC 718 and reflects the number of shares of our Common Stock subject to the restricted stock units awarded to the non-employee director multiplied by the closing price of a share of our Common Stock on the date of grant of the award. (2) The following table shows the number of shares of our Common Stock subject to stock units vested but not paid, and unvested restricted stock unit awards held by each of our non-employee directors as of January 31, 2026. We have not granted any equity awards other than restricted stock unit awards to any of our non-employee directors.
Director Compensation for Fiscal Year 2025
| | Shares Subject to Units Vested But Not Settled | Shares Subject to Unvested Units | | Name | (#) | (#) | | Richard McBee | 39,518 | 19,760 | | Martha Bejar | 34,362 | 17,184 | | Steven Sansom | 34,362 | 17,184 | | Michael Tucci | 10,273 | 12,840 | | Nancy A. Walsh | 34,362 | 17,184 |
Director Compensation for Fiscal Year 2025
(3) Mr. Becker resigned from our Board, effective September 5, 2025. (4) Mr. Tucci was appointed to our Board, effective September 11, 2025. Our Board reserves the right to modify the new compensation program for our non-employee directors and the compensation arrangements for Board members from time to time.