DEF 14A of Five Below, Inc
Filed May 1, 2026 · FY20250001193125-26-199315
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 | TCC | NCGC | | Winnie Y. Park, 55 | 2024 | Chief Executive Officer and President of Five Below | | | | | Karen Bowman, 62 | 2024 | Former Principal and Global Boardroom and Executive Program Leader, Deloitte | | | | | Michael F. Devine, III, 67 | 2013 | Former Executive Vice President and Chief Financial Officer of Coach, Inc. | | | | | Dinesh S. Lathi, 55 | 2018 | Senior Operating Partner, Francisco Partners Operating Executives | | | | | Robert Lynch, 49 | — | Chief Executive Officer of Shake Shack | | | | | Richard L. Markee, 72 | 2016 | Former Chairman of Vitamin Shoppe, Inc. | | | | | Ronald L. Sargent, 70 | 2004 | Chair of the board of directors of The Kroger Co. | | | | | Mimi E. Vaughn, 60 | 2023 | President and Chief Executive Officer of Genesco, Inc. | | | | | Zuhairah S. Washington, 48 | 2020 | Senior Vice President and General Manager at Zillow Group | | | |
BOARD NOMINEES
| * AC Audit Committee | TCC | Talent and 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 10 members and will be reduced to nine members, effective as of the Annual Meeting. At the Annual Meeting, shareholders will elect nine directors to hold office for a one-year term, until our 2027 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 2027 Annual Meeting
Nominees for Election to the Board of Directors for a Term Expiring at the 2027 Annual Meeting Winnie Y. Park. Ms. Park, 55, 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. Karen Bowman. Ms. Bowman, 62, has served as a director since January 2024. She previously served as a member of the Deloitte US board of directors from 2018-2024 and the Deloitte Consulting board of directors from 2011-2016. She also led the Deloitte Global Boardroom and Executive Programs from 2021-2024, served as the Deloitte US Vice Chairman and National Sector leader for Transportation, Hospitality and Services from 2015-2021, and served as the Deloitte US Vice Chairman and National Sector leader for Automotive from 2019-2024. Prior to Deloitte, Ms. Bowman served as the General Counsel and Corporate Secretary for Convergys Corporation from 2007-2011 and the President of Convergys Employee Care business from 1999-2007. She was previously barred in the States of Ohio and Michigan and practiced in the areas of litigation, complex business restructuring and mergers & acquisitions. She has more than 36 years of professional and consulting experience across a broad range of industries, with specific focus on consumer industries. 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, 67, 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 previously served as the Chairman of the Board of Deckers Outdoor Corporation from October 2019 until May 2025, in addition to serving on the audit committee and talent and compensation committee during his 14 years of board service. Prior to that, Mr. Devine 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, 55, has served as a director since March 2018. Mr. Lathi is a Senior Operating Partner at Francisco Partners Operating Executives, a position that he has held since March 2023. He currently serves as a director of Evite, The Weather Company and MyFitnessPal and also served as the interim CEO of MyFitnessPal and RugsUSA, all of which are, or were, portfolio companies of Francisco Partners. He previously served as an independent director of Interior Logic Group, a Blackstone portfolio company, from July 2021 to December 2025, including as Chairman of the board from November 2023 to December 2025. He also served as a director and non-executive Chairman of Tailored Brands from April 2017 to April 2019, and as Chief Executive Officer from April 2019 to March 2021. In August 2020, Tailored Brands, Inc. filed for Chapter 11 bankruptcy protection and, under Mr. Lathi’s leadership as CEO, emerged from such protection in December 2020. Prior to Tailored Brands, he held various roles at One Kings Lane, an e-commerce home decor site, including board director, CEO, COO and CFO. Prior to One Kings Lane, Mr. Lathi was a Vice President at eBay. 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. Robert Lynch. Mr. Lynch, 49, has served as Shake Shack’s Chief Executive Officer and as a member of its Board of Directors since May 2024. Prior to Shake Shack, Mr. Lynch served as President and Chief Executive Officer of Papa John’s International, Inc. since August 2019. Prior to joining Papa John’s, Mr. Lynch served in multiple positions within Arby’s Restaurant Group, Inc., including as President from August 2017 to August 2019 and Brand President and Chief Marketing Officer from September 2013 to August 2017. From 2012 until August 2013, Mr. Lynch served as Vice President of Marketing at Taco Bell. He also held senior roles at H.J. Heinz Company and Procter & Gamble. Mr. Lynch served on the board of directors at Kontoor Brands, Inc. (NYSE: KTB) from March 2021 to April 2026. Mr. Lynch is a graduate of the University of Rochester, where he obtained his BA and MBA. Mr. Lynch’s current and prior leadership of major consumer brands demonstrates substantial expertise in consumer marketing and multi-unit operations and led to the conclusion that he should serve as a director of Five Below. Richard L. Markee. Mr. Markee, 72, has served as a director since May 2016. Mr. Markee has served as a director of Macy’s, Inc. since April 2024. 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. Ronald L. Sargent. Mr. Sargent, 70, has served as a director since 2004. Mr. Sargent has served as Chairman of the Kroger Co. since March 2025, and served as interim Chief Executive Officer from March 2025 to February 2026. He 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. Mr. Sargent 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.
Nominees for Election to the Board of Directors for a Term Expiring at the 2027 Annual Meeting
Mimi E. Vaughn. Ms. Vaughn, 60, has served as a director since September 2023. Ms. Vaughn is currently President, Chief Executive Officer and Chair of the board of directors 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 Genesco, effective February 2, 2020, and was appointed as a director of Genesco, effective October 30, 2019. Prior to joining Genesco, 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, 48, has served as a director since September 2020. Ms. Washington has served as a senior vice president and general manager at Zillow Group since December 2024. From July 2023 to December 2024, Ms. Washington served as President and Chief Executive Officer at Otrium, a purpose-driven online marketplace for designer outlet fashion brands, where she also served as President and Chief Operating Officer from October 2021 to July 2023. 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. In addition, Ms. Washington served as a director of Olo, an e-commerce platform for the restaurant industry, from 2020 to July 2025. 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. Kathleen S. Barclay and Thomas M. Ryan, current members of our board of directors, are retiring from the board of directors when their terms expire 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 | | X | | Distribution/Logistics Experience | X | | X | | X | | X | | | | Retail Experience | 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 | | Public Company Management Experience | X | X | X | X | X | X | X | X | X | | Risk Oversight Experience | X | X | X | X | X | X | X | X | | | Technology (Consumer, Cybersecurity, Big Data, Social, Artificial Intelligence) | X | X | X | X | X | | | X | X | | Demographic Self-Identification | | | | | | | | | | | African American or Black | | | | | | | | | X | | Alaskan Native or Native American | | | | | | | | | | | Asian | X | | | X | | | | | | | Hispanic | | | | | | | | | | | Native Hawaiian or Pacific Islander | | | | | | | | | | | White | | X | X | | X | X | X | | | | Two or More Races or Ethnicities | | | | | | | | X | | | LGBTQ+ | | | | | | | | | | | Gender Self-Identification | | | | | | | | | | | Female | X | X | | | | | | X | X | | Male | | | X | X | X | X | X | | | | Years | <2 | 3 | 13 | 8 | — | 9 | 22 | 3 | 5 |
Director Compensation
Director Compensation In fiscal 2025, we engaged Meridian Compensation Partners, LLC (“Meridian”), the talent and 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 12, 2025, the board of directors increased the additional annual cash retainer for the non-executive Chair by $20,000 and reduced the additional restricted stock unit grant for the non-executive Chair by $20,000. 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, paid quarterly, appropriately pro-rated for partial quarters served; |
Director Compensation
| • | an additional annual cash retainer of $100,000 (previously $80,000) for the non-executive Chair of the board, paid quarterly, appropriately pro-rated for partial quarters served; |
Director Compensation
| • | an additional annual cash retainer of $35,000 for the audit committee Chair, $30,000 for the talent and compensation committee Chair and $25,000 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 in the form of restricted stock units vesting on the earlier of the date of the next annual meeting or a change in control, with an additional restricted stock unit grant with a fair market value of $130,000 (previously $150,000) for the non-executive Chair of the board with the same vesting terms. |
Director Compensation
| • | If a person becomes a member of the board (including non-executive Chair 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 Chair, 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
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. For fiscal 2026, the grant date value of the annual equity grant for non-employee directors will increase by $10,000, from $175,000 to $185,000. Otherwise, no further changes to director compensation for fiscal 2026 are currently anticipated. The following table sets forth information on the compensation of all our non-employee directors for fiscal 2025.
Director Compensation
| Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | Total ($) | | Kathleen S. Barclay | 99,000 | 174,986 | 273,986 | | Karen Bowman | 106,000 | 174,986 | 280,986 | | Michael F. Devine III | 167,000 | 324,902 | 491,902 | | Bernard Kim(3) | 32,390 | — | 32,390 | | Dinesh S. Lathi | 125,000 | 174,986 | 299,986 | | Richard L. Markee | 90,000 | 174,986 | 264,986 | | Thomas M. Ryan | 90,000 | 174,986 | 264,986 | | Ronald L. Sargent | 109,000 | 174,986 | 283,986 | | Mimi E. Vaughn | 90,000 | 174,986 | 264,986 | | Zuhairah S. Washington | 90,000 | 174,986 | 264,986 |
Director Compensation
| (1) Cash fees include annual director’s retainer 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: $123,023 for Mr. Lathi, $88,199 for Mr. Markee and $87,391 for Mr. Ryan, $102,477 for Ms. Barclay and $88,358 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 2025 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 2025 Form 10-K, filed with the SEC on March 19, 2026. The aggregate number of shares subject to restricted stock units outstanding at fiscal year-end for each non-employee director was as follows: 1,389 units for each of Mses. Barclay, Bowman, Vaughn and Washington and Messrs. Lathi, Markee, Ryan and Sargent, and 2,579 units for Mr. Devine, each of which will vest on the date of the Annual Meeting. |
Director Compensation
| (3) Bernard Kim did not stand for reelection at the 2025 Annual Meeting of Shareholders and thus ceased as a director effective June 12, 2025. As a result, Mr. Kim’s cash retainer earned for 2025 was pro-rated for partial-year service. Due to his date of cessation, he was not eligible to receive a 2025 restricted stock unit award. |
Director Compensation
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, 2026, 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 2025 Compensation Highlights
| • | 2025 Annual Incentives: |
Fiscal 2025 Compensation Highlights
| ◾ | 2025 annual incentive metrics were post-incentive adjusted operating income and total Company sales (referred to as “net sales”), equally weighted, consistent with the 2024 annual incentive metrics. |
Fiscal 2025 Compensation Highlights
| ◾ | Ms. Chipman forfeited her 2025 annual incentive opportunity in connection with the cessation of her employment with the Company. |
Fiscal 2025 Compensation Highlights
| ◾ | Mr. Sullivan’s target 2025 annual incentive opportunity was limited to 50% of his annual base salary in light of his part-year service in 2025. For future years, his target annual bonus opportunity will be 100% of annual base salary. |
Fiscal 2025 Compensation Highlights
| • | Long-term Equity Incentive Grants: |
Fiscal 2025 Compensation Highlights
| ◾ | In 2025, the talent and compensation committee granted equity awards to each NEO consisting of time-based restricted stock units (“RSUs”) and performance-based restricted |
Fiscal 2025 Compensation Highlights
| stock units (“PRSUs”). In 2024, the RSU/PRSU split was 25%/75%, respectively. In 2025, the RSU/PRSU split was 40%/60%, respectively. |
Fiscal 2025 Compensation Highlights
| • | The RSUs will vest over a three-year period, with 1/3rd vesting on each of the first, second and third anniversaries of the grant date, as opposed to the 2024 RSUs, which 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. |
Fiscal 2025 Compensation Highlights
| • | CFO Departure: On June 4, 2025, the Company and Ms. Chipman entered into a letter agreement providing for the cessation of Ms. Chipman’s employment by the Company in all capacities, effective June 6, 2025. In connection with her resignation, Ms. Chipman received (i) a lump sum payment of $350,000, less withholding taxes, and (ii) a lump sum payment of $14,212, less withholding taxes, intended to offset the cost of obtaining six months of COBRA continuing coverage under the Company’s group health plan. In exchange for the foregoing payments, Ms. Chipman executed a general release of claims against the Company and its affiliates, agreed to remain available for 90 days to assist senior management in the transition, agreed to cooperate with the Company and its counsel in any matter relating to her tenure with the Company, and agreed not to disparage the Company or any of its businesses, employees, officers or directors. In addition, she agreed that she would (i) not be paid any 2025 annual incentive, (ii) forfeit all outstanding equity and cash incentive compensation opportunities, and (iii) not receive severance payments or benefits under the Severance Plan. Further details regarding Ms. Chipman’s cessation of employment are available in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 4, 2025. |
Fiscal 2025 Compensation Highlights
| • | CFO Hire: In October 2025, Dan Sullivan was appointed to serve as our new Chief Financial Officer and Treasurer. In connection with his appointment, the Company entered into a letter agreement with Mr. Sullivan to set forth the initial terms of his employment and compensation, as approved by the board and talent and compensation committee. Mr. Sullivan has an initial base salary of $850,000 per year and a target payout under our annual incentive plan equal to 100% of his base salary (provided that his actual payout for any year may range from zero to 200% of target, depending on actual individual and/or corporate performance), prorated for fiscal 2025. In addition, Mr. Sullivan received (i) in 2025, a new hire equity grant of RSUs with a grant date value of $2,000,000, vesting annually over three years, and (ii) a commitment for 2026 long-term incentives awards with an aggregate grant date value of $1,800,000 and with terms otherwise consistent with those applicable to 2026 long-term incentive awards made to other NEOs. His offer letter further provides for a one-time signing bonus equal to $500,000 and relocation assistance, each such benefit subject to repayment if Mr. Sullivan resigns or is terminated by the Company for “cause” within the first 12 months or, in the case of relocation benefits, first 24 months, of employment. Finally, Mr. Sullivan is eligible to participate in the Company’s executive physical program as well as the Company’s Executive Severance Plan, which is further described below. |
Target Pay Mix
| (1) For an accurate comparison, Ms. Chipman’s full annual base salary, target annual incentive bonus, RSUs and PRSUs were included, notwithstanding her departure before the end of fiscal 2025. Mr. Sullivan was not an NEO in service at the start of fiscal 2025, and therefore, was not included in the above. |
Peer Group
Peer Group The peer group for market compensation analysis we used in fiscal 2025 was developed by the talent and compensation committee with the support of Meridian, its independent advisor. The group used for fiscal 2025 purposes was comprised of the following similarly-situated companies within the retail industry:
Peer Group
| Abercrombie & Fitch (NYSE: ANF) American Eagle Outfitters, Inc. (NYSE: AEO) Bath and Body Works (NYSE: BBWI) Burlington Stores (NYSE: BURL) Columbia Sportswear (NASDAQ: COLM) Crocs (NASDAQ: CROX) Deckers Outdoor (NYSE: DECK) Etsy (NYSE: ETSY) | Floor & Décor (NYSE: FND) Lululemon Athletica (NASDAQ: LULU) Ollie’s Bargain Outlet (NASDAQ: OLLIE) RH (NYSE: RH) Ulta Beauty, Inc. (NASDAQ: ULTA) Urban Outfitters (NASDAQ: URBN) Williams-Sonoma (NYSE: WSM) |
Peer Group
At the time the peer group was last updated in 2024, the peer group revenue and market capitalization medians were approximately $4.7B and $7.5B, respectively.
Compensation Consultant
Compensation Consultant In fiscal 2025, the talent and 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
| • | 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 talent and compensation committee, in conjunction with its compensation advisor, regularly reviews various elements of our compensation program for both crew and directors. In fiscal 2025, Meridian supported the talent and compensation committee with the mandates listed above and also provided other support, including advice regarding the compensation of our new Chief Financial Officer and an update on executive compensation governance and regulatory trends. The talent and 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 talent and compensation committee have in place, the talent and 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 talent and compensation committee. Payouts under the plan are calculated based on our performance relative to targets that are approved by the talent and compensation committee each year. Historically, our talent and compensation committee has approved the design and performance targets for the applicable year’s incentive bonus plan during the first fiscal quarter. However, due to the uncertainties surrounding tariffs being imposed by the U.S. government and its trading partners, the talent and compensation committee waited to establish the performance metrics and targets for its 2025 annual incentive program until later in the year. Each Named Executive Officer 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 2025 annual incentive program were as follows:
Annual Incentive Bonus
| Named Executive Officer | Fiscal 2025 Target Bonus (% of base salary) (1) | | | Winnie Y. Park | 125 | | | Kenneth R. Bull | 100 | | | Kristy Chipman | 75 | % (2) | | George Hill | 75 | | | Daniel J. Sullivan | 50 | % (3) | | Eric M. Specter | 75 | | | Amit Jhunjhunwala | 75 | |
Annual Incentive Bonus
| 1 | Executives’ annual incentive bonus percentages did not increase from 2024 to 2025. |
Annual Incentive Bonus
| 2 | Ms. Chipman forfeited her fiscal 2025 target bonus opportunity when her employment with us ceased on June 6, 2025. |
Annual Incentive Bonus
| 3 | As a result of his October 6, 2025 start date, Mr. Sullivan’s fiscal 2025 target bonus was limited to 50% of his annual base salary. For future years, his target annual bonus opportunity will be 100% of annual base salary. |
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
The talent and compensation committee considered the target goals to be challenging and that the level of performance required to achieve maximum payout under the Incentive Bonus Plan would be reflective of truly outstanding performance. In particular, our fiscal 2025 targets exceeded our fiscal 2024 actual achievements by 13.7% in the case of net sales, and 8.6% in the case of post-incentive adjusted operating income. The table below summarizes performance levels and actual outcomes for post-incentive adjusted operating income and net sales under the Incentive Bonus Plan for fiscal 2025:
Annual Incentive Bonus
| Metric | Fiscal 2025 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% | $4,253.0 | $4,295.5 | $4,408.5 | $4,572.2 | $4,764.1 | 200% | 100% | | Post-Incentive Adjusted Operating Income | 50% | $313.5 | $323.2 | $353.8 | $400.5 | $468.9 | 200% | 100% | | Total Payout | | | | | | | | 200% |
Annual Incentive Bonus
See the Summary Compensation Table below for the Incentive Bonus Plan amounts actually earned by each NEO.
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 2025. Levels, mix, and frequency of awards are determined by the talent and compensation committee, and are designed to reflect each recipient’s level of responsibility and performance.
Overview of Fiscal 2025 Long-term Equity Incentive Awards
Overview of Fiscal 2025 Long-term Equity Incentive Awards Our long-term equity incentive program for fiscal 2025 for our Named Executive Officers provided for RSUs vesting over three years and PRSUs that may be earned over a three-year period on our TSR relative to that of a comparator group. 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 2025, the aggregate stated values at target of the annual 2025 equity grants approved by our talent and compensation committee in each of March and June 2025, were:
Overview of Fiscal 2025 Long-term Equity Incentive Awards
| Named Executive Officer | Fiscal 2025 LTI Target Award Value | | Winnie Y. Park | $4,000,000 | | Kenneth R. Bull | $2,500,000 | | Kristy Chipman | $1,200,000(1) | | George Hill | $1,000,000(2) | | Amit Jhunjhunwala | $700,000 | | Eric M. Specter | $900,000 |
Overview of Fiscal 2025 Long-term Equity Incentive Awards
| 1 | Ms. Chipman’s fiscal 2025 awards were forfeited upon her cessation of employment. |
Overview of Fiscal 2025 Long-term Equity Incentive Awards
| 2 | Mr. Hill’s fiscal 2025 awards were forfeited upon his cessation of employment. |
Overview of Fiscal 2025 Long-term Equity Incentive Awards
In addition, when Mr. Sullivan joined the Company in October 2025, he was awarded a one-time new hire award of RSUs with a stated value of $2,000,000, vesting annually over three years. The talent and compensation committee believes that such new hire award aligns Mr. Sullivan’s interests with that of our shareholders, motivates him to achieve Company goals and rewards him for shareholder value he aims to create. Mr. Sullivan was not eligible for any additional equity awards granted during fiscal 2025 as a result of his hire date late in the fiscal year. These stated values were converted into a number of RSUs and target PRSUs by dividing the stock price on March 20, 2025, the first business day after the Company released earnings. The RSUs and one half of the PRSUs were granted at that time. The talent and compensation committee intended to establish operating metrics and goals for the second half of the PRSU awards, consistent with prior years. However, due to the uncertainties surrounding tariffs being imposed by the U.S. government and its trading partners, the talent and compensation committee waited to establish such metrics and goals in the hope that it would have greater visibility regarding appropriate metrics and goals by the second quarter of fiscal 2025. Nonetheless, given ongoing uncertainty, the talent and compensation committee opted in the second quarter of fiscal 2025 to grant the second half of the PRSUs with the same relative TSR goals as the first half of the PRSUs. Note 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. While the PRSUs are 60% of the annual 2025 equity grants, the accounting value for those PRSUs in the Summary Compensation Table and the Grant of Plan-Based Awards Table below exceeds 60% of the stated value shown in the table above. This is primarily due to two technical reasons. First, applicable accounting rules require the grant date fair value of PRSUs with a market condition (including relative TSR metrics) to be measured using a Monte Carlo valuation, which often exceeds the stock price on the grant date. Second, the grant date for accounting purposes of the second half of the 2025 PRSUs was not deemed to occur until the performance goals for that second half was established in the second quarter of fiscal 2025. Because our stock price at that time was higher than our stock price was at the time we granted the first half of the 2025 PRSUs, the second half of the 2025 PRSUs is reported with a much higher grant date fair value, even though the size and terms of both halves are identical. See “Grant of Plan-Based Awards Table” for more information on the awards granted in fiscal year 2025. 2025 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 2025. RSUs granted in fiscal year 2025 will vest in equal amounts over a three-year period, with 1/3rd vesting on each of the first, second and third anniversary of the grant date. In addition, the vesting of these RSUs will accelerate in connection with the grantee’s termination due to death, disability or retirement, in each case, subject to the executive (or the executive’s estate or beneficiary, in the event of death) executing a release of claims and such release becoming irrevocable. 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 2025 long-term incentive awards and who are still in service, only Messrs. Bull and Specter have satisfied the age and service conditions for retirement. 2025 PRSU Awards The PRSUs granted in 2025 (the “2025 PRSUs”) were designed to reward performance over a three-year period. Key design details include:
Overview of Fiscal 2025 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 end of fiscal 2027. |
Overview of Fiscal 2025 Long-term Equity Incentive Awards
| • | The 2025 PRSUs may be earned based on performance over a three-year period, with such performance based on relative TSR goals. Relative total shareholder return is measured in four equally weighted performance periods, each commencing on the first day of fiscal 2025 and ending, respectively, on the last day of each fiscal quarter of fiscal 2027. |
Overview of Fiscal 2025 Long-term Equity Incentive Awards
| • | To provide a more statistically significant comparison, the peer group used to determine relative TSR performance for 2025 PRSUs was expanded from the 19 companies used in prior years 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. |
Overview of Fiscal 2025 Long-term Equity Incentive Awards
| • | For purposes of measuring TSR, a trailing 40-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 2025 Long-term Equity Incentive Awards
| • | Vesting of 2025 PRSUs is generally conditioned on continued service through the end of fiscal 2027, with accelerated vesting in certain cases, as noted below. |
Overview of Fiscal 2025 Long-term Equity Incentive Awards
| • | Between 0%-200% of the PRSUs can be earned. |
Overview of Fiscal 2025 Long-term Equity Incentive Awards
The 2025 PRSUs also included the following accelerated vesting terms. Upon a Named Executive Officer’s termination of employment due to death or disability, any previously earned TSR Units for closed performance periods will vest, and the 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, subject to the executive executing, and not revoking, a general release of claims against the Company. Upon a change in control, any previously earned TSR Units for closed performance periods will vest, and TSR Units for uncompleted TSR periods will vest at the greater of: (i) the target amount, or (ii) the actual performance level through the change in control, as determined in the talent and compensation committee’s discretion. The performance scale for each performance period of the relative TSR component of the 2025 PRSUs is as follows, with interpolation for performance between any two levels:
Overview of Fiscal 2025 Long-term Equity Incentive Awards
| | Relative TSR Performance Percentile | % of Target PRSUs Earned | | Maximum | 80th | 200% | | Target | 50th | 100% | | Threshold | 30th | 50% |
Overview of Fiscal 2025 Long-term Equity Incentive Awards
If performance of relative TSR is below threshold, no amount of PRSUs will become earned for the applicable period.
2023 PRSU Outcomes
| • | Fifty percent of the 2023 PRSUs were subject to a relative TSR metric based on four equally weighted performance periods each of which commenced on January 29, 2023 and ended, respectively, on the last day of each fiscal quarter of fiscal 2025. The specified peer group consisted of the 15 peers the Company used for compensation benchmarking in 2023, plus The TJX Companies, Inc., Dollar General Corporation, Dollar Tree, Inc. and Ross Stores, Inc. |
2023 PRSU Outcomes
| Performance Period | Company TSR | Relative TSR Performance | Percent of Performance Period Target Earned | | First day of Fiscal 2023 through last day of Q1 of Fiscal 2025 | -60.2% | 12th percentile | 0% | | First day of Fiscal 2023 through last day of Q2 of Fiscal 2025 | -27.4% | 50th percentile | 85.21% | | First day of Fiscal 2023 through last day of Q3 of Fiscal 2025 | -15.7% | 47th percentile | 76.38% | | First day of Fiscal 2023 through last day of Fiscal 2025 | 3.8% | 52nd percentile | 91.15% | | TSR Units earned as a percent of target (average of results for four relative TSR performance periods) | | | 63.19% |
2024 Special PRSUs
| | Q1 and Q2 Fiscal 2025 Comparable Sales (% change) | Payout (% of Target) | | Maximum | 4% or higher | 200% | | Target | 2% | 100% | | Threshold | (1%) | 0% |
Equity Award Timing
Equity Award Timing Our talent and 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 talent and compensation committee or, for non-executive officers, the Chief Executive Officer pursuant to an annual delegation of authority from the talent and 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 were, and Mr. Sullivan and Mr. Jhunjhunwala 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. 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 talent and 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 talent and 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 2025 Compensation Decisions
| • | Ms. Park’s target bonus opportunity was increased to 130% of annual base salary in 2026 (previously 125%); |
Post-Fiscal 2025 Compensation Decisions
| • | For 2026 PRSUs, the peer group used to determine relative TSR performance was fixed using the same methodology as the 2025 PRSUs, and continues to consist of US, publicly-traded companies with revenue between $500M and $60B in the following industries: Apparel Retail, Accessories & Luxury Goods, Footwear, Broadline Retail, Other Specialty Retail, and Consumer Staples Merchandise Retail. |
Summary Compensation Table
Summary Compensation Table The following table shows the annual compensation awarded or paid to or earned by the Named Executive Officers for fiscal years 2025, 2024 and 2023:
Summary Compensation Table
| Name & Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(2) | Total ($) | | Winnie Y. Park | 2025 | 1,100,000 | — | 6,792,215 | 2,750,000 | 171,869 | 10,814,084 | | Chief Executive Officer and President | 2024 | 126,923 | — | 999,915 | — | 77,172 | 1,204,010 | | Daniel J. Sullivan(3) | 2025 | 261,538 | 500,000(4) | 1,999,861 | 850,000 | 15,867 | 3,627,266 | | Chief Financial Officer | | | | | | | | | Kenneth R. Bull(3) | 2025 | 825,000 | — | 4,245,283 | 1,650,000 | 17,468 | 6,737,751 | | Chief Operating Officer | 2024 | 797,115 | 400,000 | 5,081,605 | — | 15,837 | 6,294,557 | | | 2023 | 718,269 | — | 2,914,186 | 540,000 | 13,385 | 4,185,840 | | Eric M. Specter | 2025 | 650,000 | — | 1,528,316 | 975,000 | 14,379 | 3,167,695 | | Chief Administrative Officer | 2024 | 648,269 | 300,000 | 2,093,208 | — | 12,075 | 3,053,552 | | | 2023 | 613,289 | — | 1,049,008 | 342,900 | 13,288 | 2,018,485 | | Amit Jhunjhunwala | 2025 | 575,000 | — | 1,188,828 | 862,500 | 7,740 | 2,634,068 | | Chief Information Officer | | | | | | | | | Kristy Chipman | 2025 | 255,769 | — | 985,870 | — | 376,596 | 1,618,235 | | Former Chief Financial Officer & Treasurer | 2024 | 669,231 | 300,000 | 1,894,721 | — | 6,562 | 2,870,514 | | | 2023 | 290,769 | — | 816,960 | 324,000 | 750 | 1,432,749 | | George Hill | 2025 | 700,000 | — | 1,698,098 | 1,050,000 | 16,837 | 3,464,932 | | Former Chief Retail Officer | 2024 | 697,115 | 300,000 | 2,192,540 | — | 14,148 | 3,203,803 | | | 2023 | 649,135 | — | 1,748,569 | 364,500 | 11,298 | 2,773,502 |
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.” |
Summary Compensation Table
| (2) For Ms. Park, the amount in the “All Other Compensation” column for fiscal 2025 consists of $166,792 in relocation benefits provided to her by the Company and $5,077 in Company matching contributions under the 401(k) plan. For Mr. Sullivan, the 2025 amount in this column consists solely of relocation benefits paid to him by the Company. For Ms. Chipman, the 2025 amount in this column consists of $364,212 paid to her by the Company in connection with her cessation of services to the Company (as further described in the Compensation Discussion and Analysis above) and $12,384 in Company matching contributions under the 401(k) plan. For the remaining executives, the 2025 amounts in this column consist solely of Company matching contributions under the 401(k) plan. The value of the foregoing benefits was determined based on the actual cost of such benefits to the Company. |
Summary Compensation Table
| (3) Mr. Sullivan joined the Company in October 2025. Prior to Mr. Sullivan joining, Mr. Bull also served as interim Chief Financial Officer & Treasurer. |
Summary Compensation Table
| (4) Reflects Mr. Sullivan’s one-time sign on bonus. |
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table shows all grants of awards in fiscal 2025 to each of the executive officers named in the Summary Compensation Table:
Grants of Plan-Based Awards
| Name | Grant Date | Approval Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock | Grant Date Fair Value of Stock | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#)(2) | Target (#) | Maximum (#) | or Units (#) | Awards ($)(3) | | Winnie Y. Park | 3/20/2025(4) | 3/16/2025 | | | | | | | 21,022 | 1,599,984 | | | 3/20/2025(5) | 3/16/2025 | | | | 7,884 | 15,767 | 31,534 | | 1,686,438 | | | 6/12/2025(6) | 6/12/2025 | | | | 7,884 | 15,767 | 31,534 | | 3,505,792 | | | 8/26/2025(7) | 8/26/2025 | 343,750 | 1,375,000 | 2,750,000 | | | | | | | Kenneth R. Bull | 3/20/2025(4) | 3/16/2025 | | | | | | | 13,138 | 999,933 | | | 3/20/2025(5) | 3/16/2025 | | | | 4,928 | 9,855 | 19,710 | | 1,054,091 | | | 6/12/2025(6) | 6/12/2025 | | | | 4,928 | 9,855 | 19,710 | | 2,191,259 | | | 8/26/2025(7) | 8/26/2025 | 206,250 | 825,000 | 1,650,000 | | | | | | | Kristy Chipman | 3/20/2025(4)(8) | 3/16/2025 | | | | | | | 6,306 | 479,950 | | | 3/20/2025(5)(8) | 3/16/2025 | | | | 2,365 | 4,730 | 9,460 | | 505,921 | | | 8/26/2025(8) | 8/26/2025 | N/A | N/A | N/A | | | | | | | George Hill | 3/20/2025(4) | 3/16/2025 | | | | | | | 5,255 | 399,958 | | | 3/20/2025(5) | 3/16/2025 | | | | 1,971 | 3,942 | 7,884 | | 421,636 | | | 6/12/2025(6) | 6/12/2025 | | | | 1,971 | 3,942 | 7,884 | | 876,504 | | | 8/26/2025(7) | 8/26/2025 | 131,250 | 525,000 | 1,050,000 | | | | | | | Eric M. Specter | 3/20/2025(4) | 3/16/2025 | | | | | | | 4,729 | 359,924 | | | 3/20/2025(5) | 3/16/2025 | | | | 1,774 | 3,548 | 7,096 | | 379,494 | | | 6/12/2025 | 6/12/2025 | | | | 1,774 | 3,548 | 7,096 | | 788,898 | | | 8/26/2025(7) | 8/26/2025 | 121,875 | 487,500 | 975,000 | | | | | | | Daniel J. Sullivan | 10/6/2025(7) | 8/25/2025 | 106,250 | 425,000 | 850,000 | | | | | | | | 10/6/2025(9) | 8/25/2025 | | | | | | | 13,014 | 1,999,861 | | Amit Jhunjhunwala | 3/20/2025(4) | 3/16/2025 | | | | | | | 3,678 | 279,933 | | | 3/20/2025(5) | 3/16/2025 | | | | 1,380 | 2,760 | 5,520 | | 295,210 | | | 6/12/2025(6) | 6/12/2025 | | | | 1,380 | 2,760 | 5,520 | | 613,686 | | | 8/26/2025(7) | 8/26/2025 | 107,812.5 | 431,250 | 862,500 | | | | | |
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 2025. 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.” |
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 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 2025 Form 10-K, filed with the SEC on March 19, 2026. |
Grants of Plan-Based Awards
| (4) Represents annual RSU awards, which awards vest 33% on each of the first, second and third anniversaries of the grant. |
Grants of Plan-Based Awards
| (5) Represents half of the 2025 PRSU awards, which may be earned based on the Company’s relative total shareholder return from fiscal 2025 through fiscal 2027. |
Grants of Plan-Based Awards
| (6) Represents half of the 2025 PRSU awards, which have the same design as the PRSU awards described in footnote 5. See the Compensation Discussion and Analysis above for a discussion of the timing and terms of these awards. |
Grants of Plan-Based Awards
| (7) Represents 2025 annual incentive opportunities, which were approved in August 2025 following postponements due to tariff uncertainty that necessitated further review of the annual incentive program design. In the case of Mr. Sullivan, his 2025 annual incentive opportunity was approved upon commencement of his employment. As a result of his October 6, 2025 start date, Mr. Sullivan’s fiscal 2025 target bonus was limited to 50% of his annual base salary. |
Grants of Plan-Based Awards
| (8) Ms. Chipman forfeited her 2025 RSU award and the first half of her 2025 PRSU awards upon her cessation of employment on June 6, 2025. In addition, she forfeited her 2025 annual incentive opportunity and did not receive the second half of her 2025 PRSU awards, as her employment ceased before the talent and compensation committee approved the metrics for those awards. |
Grants of Plan-Based Awards
| (9) Represents a new-hire RSU award granted to Mr. Sullivan upon commencement of his employment, which award vests 33% on each of the first, second and third anniversaries of the grant. |
Outstanding Equity Awards at Year End Fiscal 2025
Outstanding Equity Awards at Year End Fiscal 2025 The following table details information concerning unexercised stock options, stock awards that have not vested, and stock awards that have not yet been earned for each of the executive officers named in the Summary Compensation Table as of January 31, 2026:
Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table details restricted stock units vesting during fiscal 2025 for each of the Named Executive Officers. No stock options were exercised in fiscal 2025.
Option Exercises and Stock Vested
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting | Value Realized on Vesting ($)(1) | | Winnie Y. Park | 4,762 | 841,779 | | Daniel J. Sullivan | — | — | | Kenneth R. Bull | 39,099 | 5,473,010 | | Kristy Chipman | 311 | 25,514 | | George Hill | 11,847 | 1,848,127 | | Eric M. Specter | 10,735 | 1,679,740 | | Amit Jhunjhunwala | 10,667 | 1,748,938 |
Option Exercises and Stock Vested
| (1) 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. |
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 43 above.
Nonqualified Deferred Compensation
| Name | Executive Contributions in Last Fiscal Year ($)(1) | Registrant Contributions in Last Fiscal Year ($) | Aggregate Earnings in Last Fiscal Year ($)(2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End ($)(3) | | Winnie Y. Park | 93,077 | — | 5,415 | — | 106,954 | | Kenneth R. Bull | 145,961 | — | 108,552 | — | 873,401 | | Kristy Chipman | — | — | 30,210 | 93,673 | 188,801 | | George Hill | — | — | — | — | — | | Amit Jhunjhunwala | — | — | — | — | — | | Eric M. Specter | 26,750 | — | 27,411 | — | 342,979 | | Daniel J. Sullivan | — | — | — | — | — |
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 2025 or the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table for fiscal 2025, as applicable. |
Nonqualified Deferred Compensation
| (2) None of these amounts are reported in the Summary Compensation Table for fiscal 2025 as these amounts represent market-rate earnings. |
Nonqualified Deferred Compensation
| (3) The amounts listed in this column include the following amounts which were reported in the Summary Compensation Table in previous years: for Ms. Park, $8,462; Mr. Bull, $531,098; for Ms. Chipman, $230,192, and for Mr. Specter, $263,391. |
Potential Payments Upon Termination or Change of Control
Potential Payments Upon Termination or Change of Control 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. 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 had, and Messrs. Jhunjhunwala and Sullivan 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 January 31, 2026. For the purpose of calculating amounts in this table, we used a stock price of $191.64, which was the closing price of our stock on January 30, 2026, the last trading date before the end of fiscal 2025.
Potential Payments
| Name | Cash Severance Payment ($) | 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) | 2,750,000(2) | — | 18,922(7) | — | 4,950,000 | | Change in control (no termination) | — | — | 6,043,176(5) | — | — | 6,043,176 | | Resignation for good reason or termination without cause following a change in control | 2,200,000(1) | 2,750,000(2) | 10,984,230(5) | 18,922(7) | — | 15,953,152 | | Death | — | — | 10,984,230(6) | — | 500,000(8) | 11,484,230 | | Disability | — | — | 10,984,230(6) | — | — | 10,984,230 | | Kenneth R. Bull | | | | | | | | Resignation for good reason or termination without cause | 825,000(3) | — | — | 29,900(7) | — | 854,900 | | Change in control (no termination) | — | — | 5,809,758(5) | — | — | 5,809,758 | | Resignation for good reason or termination without cause following a change in control | 825,000(3) | — | 11,575,439(5) | 29,900(7) | — | 11,605,339 | | Death | — | — | 11,575,439(6) | — | 500,000(8) | 12,075,439 | | Disability | — | — | 11,575,439(6) | — | — | 11,575,439 | | Retirement | — | — | 6,189,972(9) | — | — | 6,189,972 | | Amit Jhunjhunwala | | | | | | | | Resignation for good reason or termination without cause | 575,000(4) | — | — | 32,651(7) | — | 607,651 | | Change in control (no termination) | — | — | 1,627,024(5) | — | — | 1,627,024 | | Resignation for good reason or termination without cause following a change in control | 575,000(4) | — | 4,400,629(5) | 32,651(7) | — | 5,008,280 | | Death | — | — | 4,400,629(6) | — | 500,000(8) | 4,900,629 | | Disability | — | — | 4,400,629(6) | — | — | 4,400,629 | | Eric M. Specter | | | | | | | | Resignation for good reason or termination without cause | 650,000(4) | — | — | 27,133(7) | — | 677,133 | | Change in control (no termination) | — | — | 2,091,559(5) | — | — | 2,091,559 | | Resignation for good reason or termination without cause following a change in control | 650,000(4) | — | 5.057,380(5) | 27,133(7) | — | 5,734,513 | | Death | — | — | 5,057,380(6) | — | 500,000(8) | 5,557,380 | | Disability | — | — | 5,057,380(6) | — | — | 5,057,380 | | Retirement | — | — | 2,264,993(9) | — | — | 2,264,993 | | Daniel J. Sullivan | | | | | | | | Resignation for good reason or termination without cause | 850,000(4) | — | — | 32,651(7) | — | 882,651 | | Change in control (no termination) | — | — | —(5) | — | — | — | | Resignation for good reason or termination without cause following a change in control | 850,000(4) | — | 2,494,003(5) | 32,651(7) | — | 2,526,654 | | Death | — | — | 2,494,003(6) | — | 500,000(8) | 2,994,003 | | Disability | — | — | 2,494,003(6) | — | — | 2,494,003 |
Potential Payments
| (1) Cash severance payments are made over 24 months. |
Potential Payments
| (2) Reflects a pro rata bonus for the year of termination based on actual performance. |
Potential Payments
| (3) 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
| (4) Represents cash severance payments equal to 12 months base salary, paid, in the case of Messrs. Jhunjhunwala and Sullivan, in a single lump sum, and in the case of Mr. Specter, in 12 equal monthly installments. |
Potential Payments
| (5) Represent the amounts of RSUs and PRSUs that would accelerate. For this purpose, we have assumed that RSUs will be assumed, converted or replaced by a buyer. RSUs do not accelerate automatically upon a change in control, if assumed by the buyer, but would accelerate on a subsequent termination without cause or resignation for good reason within two years following a change in control. Outstanding PRSUs accelerate upon a change in control as follows: (1) outstanding annual PRSU awards relating to operating income vest at target; and (2) 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 all outstanding PRSUs, the amount shown reflects the target level, as the entirety of those awards were subject to open performance periods as of January 31, 2026. |
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 all outstanding PRSUs, the amount shown reflects the target level, as the entirety of those awards were subject to open performance periods as of January 31, 2026. |
Potential Payments
| (7) Ms. Park is entitled to monthly payments equal to the costs of 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 January 31, 2026, only Messrs. Bull and Specter had satisfied the age and service requirements for retirement eligibility. With respect to all outstanding PRSUs, the amount shown reflects the target level, as the entirety of those awards were subject to open performance periods as of January 31, 2026. Retention RSU awards do not include a retirement feature. |
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 30,990 crew members as of November 1, 2025, excluding our CEO. 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 2025 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 $5,982, as compared to our CEO’s total compensation of $10,814,084. Based upon this methodology, we estimate that the ratio of CEO pay to median crew member pay for the applicable period is 1,807:1.
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) | | 2025 | — | — | $10,814,084 | | — | — | $18,884,883 | $3,541,658 | $7,374,674 | $109.05 | $192.12 | $358.6 | $471.4 | | 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 | $53.37 | $178.38 | $253.6 | $325.8 | | 2023 | $10,185,354 | — | — | | 5,860,102 | — | — | $2,916,152 | $2,049,998 | $103.06 | $132.69 | $301.0 | $385.6 | | 2022 | $7,026,551 | — | — | | 10,728,894 | — | — | $1,912,785 | $2,722,276 | $111.10 | $96.92 | $261.5 | $345.0 | | 2021 | $9,047,922 | — | — | | 5,755,350 | — | — | $2,492,862 | $1,927,477 | $90.39 | $103.78 | $278.8 | $378.9 |
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. |
Pay Versus Performance Outcomes
The following table reconciles the PEO3 Summary Compensation Table total to Compensation Actually Paid for fiscal year 2025:
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 | | 2025 | $1,100,000 | $2,750,000 | $6,792,215 | $171,869 | $10,814,084 | ($ | 6,792,215) | $14,863,014 | $18,884,883 |
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 fiscal year 2025 (the “applicable fiscal year”). |
Pay Versus Performance Outcomes
| (b) The equity award adjustments for the applicable fiscal year 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 the same applicable fiscal year, the fair value as of the vesting date; (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; and (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
The following table reconciles the PEO3 Summary Compensation Table total to the PEO3’s Compensation Actually Paid for the applicable fiscal year:
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 | | 2025 | $14,001,904 | $0 | $465,911 | $395,198 | $14,863,014 |
Pay Versus Performance Outcomes
The fair value or change in fair value, as applicable, of stock awards was determined by reference to (x) for RSU awards, the closing price of our common stock on the applicable measurement date, (y) for PRSU awards (excluding market-conditioned (relative TSR-based) PRSU awards), the closing price of our common stock on the applicable measurement date multiplied by the probability of achievement as of such date and (z) for market-conditioned PRSU awards, a Monte Carlo simulation with reference to the risk free rate, dividend yield and volatility assumptions as of the applicable measurement date.
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 2025, Messrs. Bull, Hill, Sullivan, Specter and Jhunjhunwala, and Ms. Chipman, (ii) for fiscal 2024, Messrs. Bull, Hill, Romanko, Specter and Vellios, and Ms. Chipman; (iii) for fiscal 2023, Messrs. Bull, Hill, Romanko and Specter, and Ms. Chipman; and (iv) for fiscal 2022 and 2021, 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 for the applicable fiscal year: |
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 | | 2025 | $544,551 | $981,250 | $1,941,043 | $74,815 | $3,541,658 | ($ | 1,941,043) | $5,774,059 | $7,374,674 |
Pay Versus Performance Outcomes
| (c) Represents the aggregate 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
| (d) 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
The following includes supplemental data for the additions and deductions resulting in the equity component of Non-CEO NEOs Average Compensation Actually Paid for fiscal year 2025:
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 | | Additions (Deductions) 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 | | 2025 | $4,267,214 | ($ | 315,506) | $1,678,953 | $143,399 | $5,774,059 |
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 used 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 nine directors, in each case to hold office for a one-year term, until our 2027 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 page 5 of this Proxy Statement if you hold your shares in street name through a bank, broker, or other intermediary. Each of the following individuals is being nominated for election to our board of directors: Winnie Y. Park, Karen Bowman, Michael F. Devine, III, Dinesh S. Lathi, Robert Lynch, Richard L. Markee, 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.