DEF 14A of Lovesac Co, Apr 25, 2024

DEF 14A of Lovesac Co

Filed Apr 25, 2024 · FY20240001213900-24-036204

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Lovesac’s business and affairs are managed under the direction of our Board of Directors. The number of directors is determined by our Board of Directors, subject to the terms of our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws (the “Bylaws”). Our Board of Directors currently consists of eight members and is authorized to have no less than five members nor more than nine members. Each of our directors serves until the next annual meeting of stockholders and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal. On April 4, 2024, our Board of Directors fixed the number of directors constituting the full Board at eight members.

  2. Board Composition

    Board Composition The Nominating and Governance Committee (the “Nominating Committee”) works with the Board of Directors to determine the appropriate skills and qualifications necessary for Board membership, taking into consideration the Board’s needs at the time. In seeking qualified candidates for Board membership, the Board will consider a variety of factors including professional experience and other individual qualities and characteristics that contribute to a diverse mix of viewpoints and experience represented on the Board.

  3. Required Qualifications for Board Membership

    Required Qualifications for Board Membership The Board of Directors and Nominating Committee require all directors and director candidates to be of high character and integrity and have the ability to guide our Company based on experience gained in positions as leaders with a high degree of responsibility in the companies with which they are or were affiliated. Each director and director candidate must also ensure that other existing and anticipated future commitments do not interfere with his or her service as a director. In determining whether to recommend a director for re-election, the Nominating Committee also considers the director’s past attendance at meetings, participation in and contributions to the activities of the Board and the Company, tenure and other qualifications set forth in the Corporate Governance Guidelines or developed and approved by the Nominating Committee.

  4. Key Qualifications and Experience for Board Membership

    Key Qualifications and Experience for Board Membership The Board has identified key qualifications and experience that are important to be represented on the Board based on the Company’s current business strategy and future business goals. These qualifications are evaluated regularly and updated to adapt to the evolving needs of the Board and the Company. This list is not exhaustive, but rather represents a summary of the key criteria considered by the Board during the nomination and appointment process.

  5. Key Qualifications and Experience for Board Membership

    | | Executive Leadership | Experience leading and building high functioning teams, developing interdisciplinary long-range strategic plans, policy development and people management. | | | Business Operations | Experience with day-to-day operational execution of long-range plans and targets, leading sourcing, distribution and transportation strategy, and developing real estate strategy and assessing and negotiating real estate leases. | | | Marketing and Sales | Experience developing and executing digital marketing strategies, managing the customer experience, brand management, developing sales plans and promotions to meet financial targets, and ecommerce. |

  6. Key Qualifications and Experience for Board Membership

    | | Environmental, Social and Governance | Experience in environmental and sustainability practices, fostering diversity and inclusion culture and programs, and providing accountability and transparency and protecting shareholder interests. | | | Technology and Security | Experience in safeguarding the generation, transmission and distribution of digital assets, knowledge and experience in the strategic use and governance of information management and information technology | | | Accounting, Finance and Internal Controls | Experience evaluating financial statements and capital structure, overseeing financial reporting, fundraising across debt/equity markets, investor relations, assessing internal controls and regulatory compliance, and risk valuation and risk management oversight. |

  7. Director Nominees

    Director Nominees Shawn D. Nelson, Andrew R. Heyer, John Grafer, Jack A. Krause, Sharon M. Leite, Walter F. McLallen, Vineet Mehra and Shirley Romig have been nominated for election as directors to serve until the 2025 Annual Meeting of Stockholders and until their successors are elected and have qualified. All our nominees are current directors. Each nominee has consented to being named in the Proxy Statement and has agreed to serve as a member of the Board of directors, if elected. If any of the nominees is unable to serve as a director, it is intended that the proxy will be voted for the election of such substitute nominee, if any, as shall be designated by the Board of directors. The Board of Directors has no reason to believe that any of the nominees named below will be unable to serve if elected. The Board of Directors believes that each nominee has valuable skills and experiences that provide us with the knowledge, judgment and strategic vision necessary to provide effective oversight. The biographies below reflect the particular experience, qualifications and skills that led the Board of Directors to conclude that each director nominee should serve on the Board. There are no family relationships between and among any of our executive officers or directors. There are no arrangements or understandings between any of our executive officers or directors and any other person pursuant to which any of them are elected as an officer or director.

  8. Director Nominees

    | | Shawn D. Nelson | | | | Age: 47 Director since: 2017 Independent: No Fiscal 24 Committees: None | Skills and Qualifications: We believe Mr. Nelson is qualified to serve on our board because of his leadership experience as our founder, his extensive knowledge of the Company and his service as our Chief Executive Officer. |

  9. Director Nominees

    Shawn Nelson founded Lovesac in 1998 and is currently serving as our Chief Executive Officer and as a member of the Board of Directors. Mr. Nelson is the lead designer of the Company’s patented products and directly oversees design, product development, public relations, and investor relations. In 2005, Mr. Nelson won Richard Branson’s “The Rebel Billionaire” on Fox and continues to participate in ongoing TV appearances. Mr. Nelson has a master’s degree in Strategic Design and Management and is a former graduate-level instructor at Parsons, The New School for Design in New York City. Mr. Nelson is also fluent in Chinese with a B.A. in Mandarin from the University of Utah.

  10. Director Nominees

    | | Andrew R. Heyer | | | | Age: 66 Director since: 2017 Independent: Yes Fiscal 24 Committees: None Designation: Chair of the Board | Skills and Qualifications: We believe Mr. Heyer is qualified to serve on our board because of his extensive experience in private equity investing in the consumer goods industry and his experience on other private and public company boards. |

  11. Director Nominees

    Andrew R. Heyer is the Chair of our Board of Directors. Mr. Heyer is a finance professional with over 35 years of experience investing in the consumer and consumer-related products and services industries. He has deployed in excess of $1 billion of capital over that time frame and has guided several public and private companies as a member of their boards of directors. Mr. Heyer is the Chief Executive Officer and Founder of Mistral Equity Partners, a private equity fund manager founded in 2007 that invests in the consumer industry. Prior to founding Mistral, Mr. Heyer served as a Founding Managing Partner of Trimaran Capital Partners. Until 1995, Mr. Heyer was a vice chairman of CIBC World Markets Corp. and a co-head of the CIBC Argosy Merchant Banking Funds. Prior to joining CIBC World Markets Corp., Mr. Heyer was a Founder and Managing Director of The Argosy Group L.P. Prior to joining Argosy, Mr. Heyer was a Managing Director at Drexel Burnham Lambert Incorporated and, prior to that, he worked at Shearson/American Express. Mr. Heyer received his B.Sc. and M.B.A. from the Wharton School of the University of Pennsylvania, graduating magna cum laude. Mr. Heyer currently serves as a Member of the Executive Committee and Board of Trustees of the University of Pennsylvania and the University of Pennsylvania Health System. Other Public Company Directorships: ■ Current: OneSpaWorld Holdings Limited (since 2019); Arko Corp. (since 2020); Biote Inc. (since 2022); and Haymaker Acquisition Corp. 4 (since 2023). ■ Previous (During Past 5 Years): The Hain Celestial Group (2012 – 2019); XpresSpa Group, Inc. (2016 – 2020); Haymaker Acquisition Corp. (2017 – 2019); Haymaker Acquisition Corp. III (2019 – 2022); AF Acquisition Corp. (2021 – 2023); and Tastemaker Acquisition Corp. (2021 – 2023).

  12. Director Nominees

    | | John Grafer | | | | Age: 54 Director since: 2017 Independent: Yes Fiscal 24 Committees: • Compensation Committee | Skills and Qualifications: We believe Mr. Grafer is qualified to serve on our board because of his substantial experience in private equity investing and investment banking, his accounting expertise and his experience on other company boards. |

  13. Director Nominees

    John Grafer is a member of our Board of Directors. Mr. Grafer is a partner at Satori Capital, a multi-strategy alternative investment firm founded on the principles of conscious capitalism. Mr. Grafer is a member of Satori’s investment committee, a board member of Accelerated Learning Solutions, Hobo, SunTree Snack Foods, Formulife, and Zorch International, a former board observer for Aspen Heights, and a former board member of California Products Corporation, Longhorn Health Solutions, and FWT. Prior to joining Satori in 2009, Mr. Grafer was Senior Vice President at Giuliani Partners, a principal investment and consulting firm founded by former New York City Mayor Rudolph W. Giuliani. Prior to joining Giuliani Partners in 2003, Mr. Grafer was a member of the mergers and acquisitions group at Credit Suisse First Boston, a member of the proprietary trading group at J.P. Morgan Chase, and a team member at Ernst & Young, where he earned his C.P.A. Mr. Grafer has also assisted a family office with early-stage investments in sustainably managed companies, including Honest Tea. Mr. Grafer is an elected member of the board of directors and executive committee of Americans For Fair Taxation® (FairTax®) and was formerly a first-round judge for the McCloskey Business Plan competition at the University of Notre Dame. Mr. Grafer received a B.B.A. from the University of Notre Dame and an M.B.A. in Finance from the University of Chicago Booth School of Business. ■ Current: None. ■ Previous (During Past 5 Years): None.

  14. Director Nominees

    | | Jack A. Krause | | | | Age: 61 Director since: 2021 Independent: No Fiscal 24 Committees: None | Skills and Qualifications: We believe Mr. Krause is qualified to serve on our board because of his extensive brand management and marketing experience, and his deep knowledge of the Company having served as Chief Strategy Officer from 2021 to 2023, and as President and Chief Operating Officer from 2015 to 2021. |

  15. Director Nominees

    Jack A. Krause is a member of the Board of Directors. Previously, he served as the Chief Strategy Officer of Lovesac from November 2021 until his retirement in June 2023, and as President and Chief Operating Officer from 2015 until November 2021. Prior to joining Lovesac, Mr. Krause served as President of Vitamin World, a division of NBTY. He also served as Senior Vice-President of Watch Station Global Retail and Skagen from 2011 to 2013. Mr. Krause also held the position of General Manager of Sunglass Hut North America from 2008 to 2010 along with other executive positions at Luxottica. Mr. Krause worked for 11 years at Bath and Body Works in roles of increasing responsibility leading to Senior Vice-President of Brand Development from 2004 to 2006. Prior to that he spent 10 years in brand management at Jergens and Marion Consumer Products. Mr. Krause has a Bachelor of Science in Business Administration from Miami University. Other Public Company Directorships: ■ Current: None.

  16. Director Nominees

    | | Sharon M. Leite | | | | Age: 61 Director since: 2021 Independent: Yes Fiscal 24 Committees: • Audit Committee • Nominating and Governance Committee | Skills and Qualifications: We believe Ms. Leite is qualified to serve on our board because she brings significant general management experience, as well as retail sales, operations, digital, ecommerce, real estate, merchandising and marketing experience. |

  17. Director Nominees

    Sharon M. Leite is a member of our Board of Directors. Most recently, Ms. Leite served as the Chief Executive Officer and a member of the Board of Directors of Ideal Image from January through October 2023. Previously, she was the Chief Executive Officer of The Vitamin Shoppe, Inc., from August 2018 to January 2023. She also served as President, North America, for Godiva Chocolatier from October 2017 until August 2018. Prior to joining Godiva, from February 2016 until May 2017, Ms. Leite was the President of Sally Beauty — North America (NYSE: SBH), an international specialty retailer and distributor of professional beauty products, with over 3,000 stores. Prior to joining Sally Beauty, from August 2007 until January 2016, Ms. Leite was the Executive Vice President of Sales, Customer Experience and Real Estate at Pier 1 Imports (NYSE: PIR). In addition, Ms. Leite has held various executive leadership roles at Bath and Body Works (L Brands) as well as various sales and operations positions with other prominent retailers including Gap Inc. and The Walt Disney Company. She serves on the board of the Neeley School of Business at Texas Christian University. Ms. Leite attended Loyola University, Kent State University and Delgado College and has an M.B.A. from The Jack Welch Management Institute. ■ Current: None. ■ Previous (During Past 5 Years): Tandy Leather Factory, Inc. (2017 – 2022).

  18. Director Nominees

    | | Walter F. McLallen | | | | Age: 58 Director since: 2019 Independent: Yes Fiscal 24 Committees: • Audit Committee, Chair • Compensation Committee, Chair • Nominating and Governance Committee | Skills and Qualifications: We believe Mr. McLallen is qualified to serve on our board due to his extensive consumer products, operational and board experience, as well as his background in finance. |

  19. Director Nominees

    Walter F. McLallen is a member of our Board of Directors. Mr. McLallen is a finance professional with over 35 years of leveraged finance, private equity and operations experience. Mr. McLallen has been the Managing Member of Meritage Capital Advisors, an advisory boutique firm focused on debt and private equity transaction origination, structuring and consulting, since 2004. Mr. McLallen has extensive board and organizational experience and has served on numerous corporate and non-profit boards and committees, with a significant historical focus on consumer products-related companies. He also served on the boards of several consumer-focused private companies, including Timeless Wine Company, the producer of consumer luxury wine brands; Worldwise, Inc., a consumer branded pet products company; adMarketplace, a search engine advertiser; and Frontier Dermatology Partners, a dermatology practice management company. Mr. McLallen is the Founder and Co-Chairman of Tomahawk Strategic Solutions, a law enforcement and corporate training and risk management company. From 2006 to 2015, he was Vice Chairman of Remington Outdoor Company, an outdoor consumer platform he co-founded with a major investment firm. Mr. McLallen was formerly with CIBC World Markets from 1995 to 2004, during which time he was a Managing Director, head of Debt Capital Markets and head of High Yield Distribution. Mr. McLallen started his career in the Mergers & Acquisitions Department of Drexel Burnham Lambert and was a founding member of The Argosy Group L.P. Mr. McLallen received a B.A. with a double major in Economics and Finance from the University of Illinois at Urbana-Champaign. ■ Current: OneSpaWorld Holdings Limited (since 2017); and Haymaker Acquisition Corp. 4 (since 2023). ■ Previous (During Past 5 Years): Centric Brands Inc. (2016 – 2020); AerCap Holdings N.V. (2015 – 2017); and Haymaker Acquisition Corp. II (2019 – 2020).

  20. Director Nominees

    | | Vineet Mehra | | | | Age: 45 Director since: 2022 Independent: Yes Fiscal 24 Committees: • Audit Committee | Skills and Qualifications: We believe Mr. Mehra is qualified to serve on our board based on his expertise in global marketing strategy, brand development, and deep knowledge of the omni-channel retail and consumer products industries. |

  21. Director Nominees

    Vineet Mehra is a member of our Board of Directors. Since June 2022, he has served as the Chief Marketing Officer for Chime, where he oversees all marketing initiatives across the company. Prior to Chime, Mr. Mehra was the Chief Growth and Customer Experience Officer of Good Eggs, from March 2021 to May 2022. From February 2019 to February 2021, he was the Global Chief Customer and Marketing Officer for Walgreens Boots Alliance (WBA) where he was responsible for laying out the vision and strategic direction for all of WBA’s marketing activities across their full portfolio of Retail and Consumer Brands. From January 2017 to December 2019, he was the Global Chief Marketing and Revenue Officer for Ancestry.com, the world’s leading Consumer Genomics company, where he was tasked with modernizing the marketing organization, and bringing consumer genomics into the cultural mainstream while owning Ancestry’s worldwide revenue target. Prior to Ancestry, Mr. Mehra held key leadership positions at Johnson & Johnson from 2013 to 2017 including Global President - Baby Care where he led their flagship portfolio of brands, and Global President - Marketing Services, where he held responsibility for their Global Media budget and Global Consumer Insights & Analytics. Mr. Mehra has received numerous accolades and awards throughout his career. He was named by Forbes as one of the world’s Top 50 CMOs, recognized by AdWeek as one of the Top 20 Tech-Driven CMOs, honored with the Top 40 under 40 award by both Ad Age and P&G’s Alumni Association, Chair of the Jury for the Global Media Awards, and an Invited Speaker at the prestigious Cannes Lions Festival of Creativity. His views and opinions have been quoted in major publications such as the Harvard Business Review, Forbes and Ad Age. Other Public Company Directorships: ■ Current: AdTheorent (since 2021).

  22. Director Nominees

    | | Shirley Romig | | | | Age: 46 Director since: 2019 Independent: Yes Fiscal 24 Committees: • Nominating and Governance Committee, Chair • Compensation Committee | Skills and Qualifications: We believe Ms. Romig is qualified to serve on our board based on her expertise in ecommerce, digital innovation, corporate strategy and scaling complex retail operations. |

  23. Director Nominees

    Shirley Romig is a member of our Board of Directors. Since June 2023, Ms. Romig has served as Chief Accelerator Investment Officer of Techstars, LLC, a global venture capital investment firm and leading pre-seed investor. Ms. Romig has two decades of experience in operationalizing growth strategies and leading transformational initiatives in complex consumer-oriented and technology organizations. Prior to TechStars, Ms. Romig was the Co-Founder and CEO of Mixo Group, a digital creator platform for the $1.7 trillion food market, from February 2022 to December 2022. Prior to that, Ms. Romig was a Vice President with Lyft, leading Global Operations, East and Canada from July 2019 to February 2022. From April 2017 to April 2019, Ms. Romig led six lines of businesses at Equinox Fitness Clubs as Group Vice President. From 2016 to 2017, Ms. Romig was the Head of Retail Strategy for SapientRazorfish, a global digital agency. From 2013 to 2015, Ms. Romig was the Senior Vice President of Corporate Strategy with HBC responsible for implementation of growth initiatives across Saks Fifth Avenue, Saks OFF 5th, Lord & Taylor and Hudson’s Bay in Canada. Ms. Romig also served as a Vice President for Saks Incorporated where she led the company’s omnichannel transformation work and launched Saksoff5th.com as well as numerous growth initiatives for Saks.com from 2009 to 2013. Earlier in her career, Ms. Romig worked in equity research and digital and strategy consulting. Ms. Romig holds an M.B.A. from the Darden School of Business and a Bachelor of Science from the McIntire School of Commerce, both at the University of Virginia. ■ Current: MamaMancini’s Holdings, Inc. (since 2023). ■ Previous (During Past 5 Years): None. The affirmative vote of a plurality of the votes cast at the Annual Meeting and entitled to vote is required for the election of directors.

  24. Director Nominees

    | | THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” ALL EIGHT NOMINEES. |

  25. Considerations in Evaluating Director Nominees

    Considerations in Evaluating Director Nominees

  26. Identifying Director Nominees

    Identifying Director Nominees The Nominating Committee identifies qualified candidates through a variety of means, including recommendations from members of the Board, suggestions from our management or third-party search firms. Our Nominating Committee will evaluate candidates that have been duly recommended or nominated by stockholders in accordance with the requirements set forth in our Bylaws. The criteria the Nominating Committee uses for evaluating a candidate duly recommended or nominated by a stockholder are the same criteria used for evaluating candidates recommended by management or members of our Board of Directors. For more information on the procedures to be followed by stockholders who wish to recommend or nominate individuals to serve on our Board of Directors, see “Other Matters — Stockholder Proposals for Fiscal 2025 Annual Meeting of Stockholders” on page 65.

  27. Director Nominee Qualifications

    Director Nominee Qualifications In evaluating director candidates, including the members of the Board eligible for re-election, our Nominating Committee will consider the current size and composition of our Board of Directors, the needs of our Board of Directors and its respective committees, and other factors that the Nominating Committee deems appropriate and in our stockholders’ best interests. The Nominating Committee requires each nominee to satisfy the following minimum qualifications for a position on the Board: ■ The highest level of personal and professional ethics and integrity; ■ Proven achievement and competence in the nominee’s field and the ability to exercise sound business judgment; ■ Skills that are complementary to those of the existing Board; ■ The ability to assist and support management and make significant contributions to the Company’s success; and ■ An understanding of the fiduciary responsibilities that are required of a member of the Board and the commitment of time and energy necessary to diligently carry out those responsibilities. Director candidates must have sufficient time available in the judgment of our Nominating Committee to perform all Board of Directors and applicable committee responsibilities. Members of our Board of Directors are expected to prepare for, attend, and participate in all Board of Directors and applicable committee meetings. Our Nominating Committee also considers these and other factors as it oversees the annual Board of Directors evaluations. After completing its review and evaluation of director candidates, our Nominating Committee recommends to our full Board of Directors the director nominees for selection.

  28. Director Compensation

    Director Compensation Our non-employee directors are compensated pursuant to the Company’s Director Compensation Policy which supports the objective of assembling a high-performing Board that can best guide the Company in achieving its strategic and operational goals and promoting long-term stockholder value. Board compensation is reviewed annually by the Compensation Committee to ensure that it continues to satisfy the Board’s overall compensation objectives and philosophy. The Compensation Committee and Nominating Committee are guided in their review by an independent compensation consultant, FW Cook, which provides compensation benchmarking and consultation services using the same peer group that is used for purposes of benchmarking executive compensation. In fiscal 2024, the Board of Directors, upon the recommendation of the Compensation Committee, determined that the compensation payable to directors under the Director Compensation Policy, as amended January 27, 2023 (“DCP”), was appropriate following a review of FW Cook’s director compensation benchmarking study. Below is a description of compensation approved by our directors under the DCP.

  29. Director Compensation Table for Fiscal 2024

    Director Compensation Table for Fiscal 2024 The following table provides information on the compensation paid to persons serving as non-employee directors of our Company for the fiscal year ended February 4, 2024. Mr. Nelson, our CEO received no additional compensation for his service as director. Mr. Nelson’s compensation is discussed in the “Compensation Discussion and Analysis” section beginning on page 26, and Mr. Nelson’s and Mr. Krause’s compensation are reflected in the Summary Compensation Table on page 39.

  30. Director Compensation Table for Fiscal 2024

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | All Other Compensation ($) | Total ($) | | John Grafer | 62,500 | 125,000 | — | 187,500 | | Andrew R. Heyer | 92,500 | 125,000 | — | 217,500 | | Sharon M. Leite | 62,500 | 125,000 | — | 187,500 | | Walter F. McLallen | 86,250 | 125,000 | — | 211,250 | | Vineet Mehra | 62,500 | 125,000 | — | 187,500 | | Shirley Romig | 72,500 | 125,000 | — | 197,500 |

  31. Director Compensation Table for Fiscal 2024

    (1) For Mr. Heyer, Ms. Leite and Mr. Mehra includes the fair value of RSUs elected by each in lieu of their cash retainer for the service period June 2022 to June 2023, which vests on March 2, 2024. (2) Reflects the aggregate grant date fair value of RSUs awarded to the director calculated in accordance with FASB ASC Topic 718. The methods and assumptions used in calculating the grant date fair value of RSUs reported in this column are set forth in Note 7 of our audited financial statements included in our 2024 Annual Report. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. (3) Reflects the fair value of each director’s Annual Grant awarded on June 1, 2023 which vests in full on the one year anniversary of the grant date. Mr. Heyer elected to defer receipt of his Annual Grant. The following table lists all outstanding RSUs (including RSUs for which the payout of shares has been deferred by such director) held by our non-employee directors as of February 4, 2024.

  32. Director Compensation Table for Fiscal 2024

    | Name | Aggregate Number of Unvested Stock Awards | | John Grafer | 4,996 | | Andrew R. Heyer | 5,452 | | Sharon M. Leite | 5,452 | | Walter F. McLallen | 4,996 | | Vineet Mehra | 6,392 | | Shirley Romig | 4,996 |

  33. Executive Compensation Policies and Practices

    | WHAT WE DO | | WHAT WE DON’T DO | | | | Place a significant emphasis on performance-based at-risk long-term incentive compensation | | No repricing of stock option awards without stockholder approval | | | Have 100% independent directors on our Compensation Committee | | No tax gross-ups at all | | | Engage an independent compensation consultant that reports to our Compensation Committee | | No post-employment retirement benefits for our NEOs that are not available to all associates | | | Maintain a clawback policy covering incentive-based compensation | | No executive perquisites offered to our NEOs | | | Maintain robust stock ownership guidelines for executives to ensure alignment with stockholder interests | | Our NEOs are employed “at-will” under their Employment Agreements and have market aligned severance benefits |

  34. Elements of Compensation

    | Element | CEO | COO | CSO / CFO | Description | | Base Salary | 5% | 14% | 26% | Fixed compensation for performing day-to-day job responsibilities. Reviewed annually for potential adjustment based on market competitiveness, change in responsibilities and other factors. | | Annual Incentive | 3% | 8% | 14% | Annual performance-based award opportunity based on achievements related to Company performance metrics and targets established by the Compensation Committee. | | Long-Term Incentives | 92%(1) | 78% | 60% | Equity awards designed to reward executives for strong long-term performance, serve as a retention tool and to align the interests of executives and stockholders. |

  35. Executive Compensation Program Snapshot

    | | Type | Terms | | Salary | Cash | Fixed amount of compensation, reviewed annually for potential adjustment based on market competitiveness, changes in responsibilities and other factors. | | Annual Incentive | Cash | Annual performance-based award opportunity based on achievements with respect to the Company’s net sales, adjusted EBITDA and customer satisfaction performance. | | Long-Term Incentives | Time-based RSUs | Time-based RSUs vest in three equal installments over three years subject to continued employment through each vesting date. RSUs are payable in shares of Company stock upon vesting. Unvested RSUs are forfeited upon termination from the Company. | | | Performance-based RSUs (PSUs) | Eligible to vest based on the Company’s achievements of net sales and adjusted EBITDA targets pre-established by the Compensation Committee for the applicable performance period, subject to continued employment on the vesting date. Once vested, PSUs are payable in shares of Company stock. Unearned PSUs are forfeited. | | | Long-Term Performance Awards (LTPAs) | Eligible to vest based on the Company’s achievements of stretch net sales and adjusted EBITDA targets pre-established by the Compensation Committee for the applicable performance period, subject to continued employment on the vesting date. Once vested, LTPAs are payable in shares of Company stock. Unearned LTPAs are forfeited. | | Retirement | 401(k) | A qualified safe harbor 401(k) plan that provides all eligible Company employees (including our NEOs) with the opportunity to defer a portion of their compensation and receive a Company matching contribution equal to 100% of deferrals up to 4% of gross pay. |

  36. Role of the Compensation Committee

    Role of the Compensation Committee The Compensation Committee is responsible for establishing, approving and adjusting compensation arrangements for our NEOs, and for reviewing and approving corporate goals and objectives relevant to these compensation arrangements. The Compensation Committee also evaluates the performance of our NEOs taking into consideration achievements relative to the Company’s long-term business and financial goals. The Compensation Committee is comprised of independent directors and works closely with its independent consultant, FW Cook, and senior executives to assess the effectiveness of the Company’s executive compensation program throughout the year. Compensation decisions for our NEOs were made by the Compensation Committee with input from FW Cook for fiscal 2024. The Compensation Committee reviewed the cash and equity compensation of our NEOs with the goal of ensuring that our executive officers are properly incentivized and made adjustments it determined to be appropriate. The Compensation Committee considers compensation data from our peer group as one of several factors that inform its judgment of appropriate compensation levels. The Compensation Committee also considers other factors in determining compensation including those set forth below, and may pay up to the 75th percentile of our peer group in target total direct compensation: ▪ The performance and experience of each NEO; ▪ The scope and strategic impact of the NEO’s responsibilities; ▪ Our past business performance and future expectations; ▪ Our long-term goals and strategies; ▪ The difficulty and cost of replacing high-performing leaders with in-demand skills; and ▪ The relative compensation among our NEOs.

  37. Role of the Compensation Consultant

    Role of the Compensation Consultant The Compensation Committee has the authority to retain the services of external advisors, including compensation consultants, legal counsel and other advisors, as needed to carry out its duties. The Compensation Committee engaged FW Cook to assist in guiding and executing our executive and director compensation strategy, assessing the target total direct compensation opportunities of our named executive officers relative to market practices, developing a compensation peer group and advising on executive compensation decisions for fiscal 2024. FW Cook does not provide any services to us other than the services provided to the Compensation Committee. Our Compensation Committee has assessed the independence of FW Cook and has concluded that no conflict of interest exists with respect to the work that FW Cook performs for the Compensation Committee.

  38. Compensation Peer Group

    Compensation Peer Group The Compensation Committee reviews market data of companies that we believe are comparable to us. The Compensation Committee, with assistance from FW Cook, determined our peer group for fiscal 2024 based on several factors, including industry classification, company size, and other qualitative and business-related factors. Each year, the Compensation Committee examines our compensation peer group to ensure that it continues to reflect these factors and will make adjustments as needed. Our peer group for fiscal 2024 compensation decisions consisted of 18 companies the majority of which are consumer goods companies. The Compensation Committee referred to compensation data from this peer group when making base salary, annual incentive award and long-term incentive award decisions for our NEOs. The following is a list of the companies that comprised our fiscal 2024 peer group.

  39. Compensation Peer Group

    | ▪ | Boot Barn Holdings, Inc. | ▪ | GoPro, Inc. | ▪ | Rocky Brands, Inc. | | ▪ | CarParts.com, Inc. | ▪ | Holley Inc. | ▪ | Snap One Holdings Corp. | | ▪ | Clarus Corporation | ▪ | Inter Parfums, Inc. | ▪ | Sonos, Inc. | | ▪ | e.l.f. Beauty, Inc. | ▪ | Johnson Outdoors Inc. | ▪ | The RealReal, Inc. | | ▪ | Ethan Allen Interiors Inc. | ▪ | Purple Innovation, Inc. | ▪ | Vivint Smart Home, Inc. | | ▪ | Funko, Inc. | ▪ | Revolve Group, Inc. | ▪ | XPEL, Inc. |

  40. Annual Incentive Plan (AIP) Compensation

    Annual Incentive Plan (AIP) Compensation A significant portion of each NEO’s compensation is tied to Company performance. We provide for annual performance-based cash incentive opportunities for our NEOs (“AIP Award”) based on achievements relative to Company financial and strategic objectives. Target AIP Award levels are based on a percentage of our NEOs’ base salaries at the conclusion of the applicable performance year and are informed by market data and Compensation Committee judgment. Actual award amounts are based on achievement relative to threshold, target, stretch and maximum performance goals established by the Compensation Committee. Performance is measured at the end of the fiscal year and actual payouts made relative to each NEO’s target AIP Award opportunity as shown in the following table:

  41. Annual Incentive Plan (AIP) Compensation

    | | AIP Payout Levels based on Performance Levels(1) | | | | | | | | | | Threshold | | Target | | Stretch | | Maximum | | | Name | Performance | Payout | Performance | Payout | Performance | Payout | Performance | Payout | | Shawn Nelson | | 138,870 | | 277,740 | | 416,610 | | 555,580 | | Mary Fox | 50% of target | 138,870 | 100% of target | 277,740 | 150% of target | 416,610 | 200% of target | 555,480 | | Keith Siegner | | 123,750 | | 247,500 | | 371,250 | | 495,000 | | Jack Krause | | 68,484 | | 136,968 | | 205,452 | | 273,936 | | Donna Dellomo | | 53,533 | | 106,866 | | 160,299 | | 213,732 |

  42. Annual Incentive Plan (AIP) Compensation

    (1) Threshold performance results in a payout of 30% of base salary for Mr. Nelson, Ms. Fox and Mr. Krause, 28% of base salary for Mr. Siegner, and 25% of base salary for Ms. Dellomo. Target performance results in a payout of 60% of base salary for Mr. Nelson, Mr. Fox and Mr. Krause, 55% of base salary for Mr. Siegner, and 50% of base salary for Ms. Dellomo. Stretch performance results in payout of 90% of base salary for Mr. Nelson, Ms. Fox and Mr. Krause, 83% of base salary for Mr. Siegner, and 75% of base salary for Ms. Dellomo. Maximum performance results in payout capped at 120% of base salary for Mr. Nelson, Ms. Fox and Mr. Krause, 110% of base salary for Mr. Siegner, and 100% of base salary for Ms. Dellomo. Mr. Krause’s and Ms. Dellomo’s AIP payouts are prorated to reflect their service as Chief Strategy Officer and Executive Vice President and Chief Financial Officer, respectively, through June 30, 2023 of fiscal 2024.

  43. Fiscal 2024 AIP Awards

    Fiscal 2024 AIP Awards

  44. Company Performance Metrics

    Company Performance Metrics For fiscal 2024 AIP Awards, the Compensation Committee selected metrics and weightings that balance a growth measure (net sales) and a profitability-related measure (adjusted EBITDA). In addition, to drive strong customer service the Company established targets for post-purchase customer satisfaction (“CSAT”) survey results as a condition to maximum payout eligibility under the 2024 AIP. If CSAT is not attained, the maximum payout is 180% of target (rather than 200% of target). The performance targets for each metric are based on Company operating and financial plans and other factors. During fiscal 2024, the Company achieved net sales performance near threshold levels earning a 54% payout on the net sales metric. Net sales performance was impacted by unexpected and significant category declines of 15% year over year compared to our mid-single digit forecast for fiscal 2024. Lower than expected net sales performance also resulted in adjusted EBITDA performance below the threshold performance levels required for payout on the adjusted EBITDA metric. The amounts shown in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table on page 39 reflect this level of performance.

  45. Company Performance Metrics

    | Metrics | Weight | Performance Levels (rounded) | | | Results | Weighted Payout Percent | | Net Sales | 40% | Threshold: | $697M = | 50% | $700.3M | 54% | | (Growth measure) | | Target: | $755M = | 100% | | | | | | Stretch: | $787M = | 150% | | | | | | Maximum: | $819M = | 200% | | | | Adjusted EBITDA(1) | 40% | Threshold: | $65M = | 50% | $54M | 0% | | (Profitability-related measure) | | Target: | $72M = | 100% | | | | | | Stretch: | $79M = | 150% | | | | | | Maximum: | $86M = | 200% | | | | CSAT(2) | 20% | Target: | 84.9% | | 84.1% | Not applicable | | (Customer satisfaction measure) | | | | | | | | Total Payout Percent | | | | | | 27% |

  46. Company Performance Metrics

    (1) Adjusted EBITDA is a non-GAAP measure. For a discussion of this measure and for a reconciliation to the most directly comparable GAAP measure, see “Reconciliation of Non-GAAP Financial Measures” in Appendix A of this Proxy Statement. (2) Achievement of CSAT targets is a condition to maximum payout.

  47. Long-Term Incentive Compensation

    Long-Term Incentive Compensation To encourage a strong focus on long-term performance, our Compensation Committee grants our NEOs stock-based awards, the value of which depends on our stock performance and other performance measures. The Compensation Committee generally awards long-term incentive compensation in the form of time-based RSUs, and performance-based PSUs and LTPAs. Long-term incentive (“LTI”) awards are generally granted to our NEOs annually and grant amounts are determined based on various factors including Company performance and market practices. In fiscal 2024, the Compensation Committee awarded long-term incentives to the NEOs under our 2017 Equity Plan in the form of RSUs, PSUs, and LTPAs weighted approximately (i) 15%, 15% and 70%, respectively, of Mr. Nelson’s, Ms. Fox’s and Ms. Dellomo’s total LTI target award value, and (ii) 34%, 34% and 32%, respectively, of Mr. Krause’s total LTI target award value. For Mr. Siegner, reflects the value of his inaugural RSU and PSU award granted upon his commencement of employment as CFO of the Company on June 30, 2023. The Compensation Committee selected these award mixes to emphasize incentive award opportunities that are contingent upon both strong Company performance and retention. Target award values for RSUs, PSUs and LTPAs were determined based on peer group data provided by FW Cook. The following table shows the long-term incentive target award values for fiscal 2024 for each of the NEOs:

  48. Long-Term Incentive Compensation

    | FISCAL 2024 LONG-TERM INCENTIVE TARGET VALUES | RSU ($) | PSU ($) | LTPA ($) | Total Value ($) | | Shawn Nelson(1) | 382,500 | 382,500 | 1,900,000 | 2,665,000 | | Mary Fox | 382,500 | 382,500 | 1,900,000 | 2,665,000 | | Keith Siegner | 450,000 | — | — | 450,000 | | Jack Krause | 382,500 | 382,500 | 360,000 | 1,125,000 | | Donna Dellomo | 145,500 | 145,500 | 600,000 | 891,000 |

  49. Long-Term Incentive Compensation

    (1) For Mr. Nelson, excludes the value of his one time performance-based retention grant which is discussed on page 35. Actual RSU, PSU and LTPA share amounts are determined by dividing the target award values by the average closing price of a share of the Company’s common stock for the 30-day trading period prior to the date of grant.

  50. Fiscal 2024 PSU and RSU Awards

    Fiscal 2024 PSU and RSU Awards PSUs. The Compensation Committee grants performance-based awards to align executive compensation with stockholder interests. PSU awards are granted to our NEOs and can be earned based on achievement of predefined Company performance metrics and targets measured and certified by the Compensation Committee at the end of three consecutive 12-month performance periods. The Compensation Committee sets performance targets at the beginning of each 12-month performance period and the performance targets may change from year to year. NEOs can earn 50% of their target award for achieving 90% of the blended performance targets, and up to 100% of their target award for performance above 90% of such targets. There is no payout for performance below 90% of the blended performance targets. Once earned, PSUs are paid in shares of Company stock. If the PSU performance targets are met for a given 12-month performance period, one-third of the target PSU award will be paid out to the NEO on the applicable anniversary of the grant date provided that the NEO is employed by the Company on the payout date. If the PSU performance targets are not met for the first or second 12-month performance period, then such unearned PSUs (representing one-third of the target award) will be eligible to vest if the Company’s performance at the end of the next fiscal year exceeds the aggregate of the performance targets for the current fiscal year plus the prior fiscal year. ▪ Fiscal 2024 PSUs. In fiscal 2024, one-third of target PSUs could be earned by our NEOs based on Company performance relative to the same net sales and adjusted EBITDA performance targets established for the fiscal 2024 AIP Awards for the 12-month performance period ending February 4, 2024 (“Fiscal 2024 PSUs”). During fiscal 2024, the Company achieved net sales performance of $700.3 million equating to 54% achievement on the net sales metric and adjusted EBITDA performance of $54.0 million equating to a 0% payout on the adjusted EBITDA metric. Based on the performance ranges and results shown in the table below, the Company’s blended net sales and adjusted EBITDA performance did not meet the 90% of target threshold levels required for payout. As a result, the following unearned Fiscal 2024 PSUs are carried forward and eligible to be earned in fiscal 2025 if the aggregate net sales and adjusted EBITDA targets for fiscal 2024 and 2025 are met: Mr. Nelson — 4,848 shares, Ms. Fox — 4,848 shares, Mr. Siegner — 3,188, Mr. Krause — 4,848 shares, and Ms. Dellomo — 1,844 shares.

  51. Fiscal 2024 PSU and RSU Awards

    | Metrics | Weight | Performance Ranges | | | Results | Achievement | | Net Sales | 50% | Threshold: | $697M = | 50% | $700.3M | 54% | | (Growth measure) | | Target: | $755M = | 100% | | | | Adjusted EBITDA(1) | 50% | Threshold: | $65M = | 50% | $54M | 0% | | (Profitability measure) | | Target: | $72M = | 100% | | | | Blended Achievement Percent | | | | | | 54% | | Total Payout Percent(2) | | | | | | 0% |

  52. Fiscal 2024 PSU and RSU Awards

    (1) Adjusted EBITDA is a non-GAAP measure. For a discussion of this measure and for a reconciliation to the most directly comparable GAAP measure, see “Reconciliation of Non-GAAP Financial Measures” in Appendix A of this Proxy Statement. (2) Blended net sales and adjusted EBITDA achievement levels must meet or exceed 90% threshold levels for payout eligibility. ▪ Fiscal 2022 and 2023 PSUs. The net sales and adjusted EBITDA performance metrics for the fiscal year ended February 4, 2024 shown in the table above also applied to one-third of the PSUs awarded in fiscal 2023 (“Fiscal 2023 PSUs”) and one-third of the PSUs awarded in fiscal 2022 (“Fiscal 2022 PSUs”) both of which were not earned. Fiscal 2022 PSUs are not eligible for carry forward given that the tranche eligible to vest is the final tranche in the three year award term, except for Ms. Fox’s Fiscal 2022 PSU award which is for a four year term. The following unearned Fiscal 2023 PSUs and Fiscal 2022 PSUs (for Ms. Fox only) are carried forward and eligible to be earned in fiscal 2025 if the aggregate net sales and adjusted EBITDA performance for fiscal 2024 and fiscal 2025 are met: Mr. Nelson — 2,772, Ms. Fox — 5,188, Mr. Krause — 2,772, and Ms. Dellomo — 1,054. Long-Term Performance Awards. The Compensation Committee grants LTPAs to reward strong Company and individual performance and to serve as a retention tool. LTPAs are denominated in performance-based restricted stock units of which 100% may be earned by the NEOs based on performance relative to stretch targets established by the Committee for a designated performance period. Once earned, LTPA’s are payable in a single tranche following the fiscal year in which the performance levels were achieved. If the performance targets are not achieved, no LTPAs will be paid. Since they are earned for stretch performance, the LTPA grants may be granted up to an amount that would bring the executive’s target total direct compensation opportunity to the 75th percentile of the Company’s peer group. On April 15, 2023, the Compensation Committee granted LTPAs (“Fiscal 2024 LTPAs”) to the NEOs that vest upon achievement of stretch net sales and adjusted EBITDA targets designed to award accelerated performance over a three-year performance period ending in fiscal 2027. Fiscal 2024 LTPAs vest in the fiscal year in which the Company achieves both the net sales and adjusted EBITDA targets but no later than April 15, 2026. In fiscal 2025, based on a review of Company forecasted performance and macroeconomic factors, the Compensation Committee approved the cancellation of the fiscal 2022 and fiscal 2023 LTPA grants granted to certain of our employees, including Mr. Nelson and Ms. Fox. RSUs. RSUs provide incentives for executives to remain employed by the Company to execute the Company’s long-term strategic goals. The Compensation Committee believes that RSUs tie compensation to Company performance, given that the value of an RSU can increase or decrease with our stock price. Generally, RSUs vest in three equal annual installments on each of the first three anniversaries of the grant date. Vested shares are settled in common stock on each vest date provided that the executive remains employed by the Company on such date.

  53. Nelson One-Time Performance Retention Grant

    Nelson One-Time Performance Retention Grant On March 23, 2023, the Compensation Committee approved a one-time retention grant of 235,000 performance-based restricted stock units (the “Nelson PSU Grant”) for Mr. Nelson pursuant to the 2017 Equity Incentive Plan and Mr. Nelson’s award agreement and grant notice (the “Nelson PSU Agreement”). The Nelson PSU Grant vests on the later to occur of (i) the fifth anniversary of the date of grant so long as, (x) on or prior to such date (subject to certain limited extensions), the Company has achieved a specified level of performance with respect to share price and net sales, and (y) Mr. Nelson remains in continuous service with the Company as Chief Executive Officer through such date; or (ii) if the specified level of performance with respect to net sales is not achieved on or prior to the fifth anniversary of the date of grant, but the other conditions in subclause (i) are achieved, the first date that such specified level of performance with respect to net sales is achieved, so long as it is achieved on or prior to the seventh anniversary of the date of grant and so long as Mr. Nelson remains in continuous service with the Company through such date. Except as described below, the Nelson PSU Grant will be settled in shares of common stock of the Company on the first anniversary of the applicable vesting date. If Mr. Nelson’s service with the Company is terminated (a) by the Company without Cause after the fifth anniversary of the date of grant, or (b) by the Company without Cause or by Mr. Nelson for Good Reason following a Change in Control (as defined in the 2017 Equity Plan), the Nelson PSU Grant will vest in full as of the date of Mr. Nelson’s termination of service and will be settled on the first anniversary of such vesting date, except that if such termination of service occurs within two years following a Change in Control, the Nelson PSU Grant will be settled immediately upon such vesting date.

  54. Post-Employment Agreements

    Post-Employment Agreements For a description of the material terms of each contract, agreement, plan or arrangement with our NEOs at, following, or in connection with the resignation or other termination of an NEO, or a change in control, see the section entitled “Executive Employment Arrangements” beginning on page 43.

  55. Summary Compensation Table

    Summary Compensation Table The following Summary Compensation Table summarizes the total compensation paid to or earned by each of our named executive officers for services provided to the Company for fiscal 2024.

  56. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Shawn Nelson | 2024 | 476,996 | — | 8,526,949 | — | 74,990 | 14,000 | 9,092,935 | | Chief Executive | 2023 | 440,229 | — | 2,472,858 | — | 267,060 | 24,536 | 3,204,682 | | Officer | 2022 | 405,450 | — | 732,744 | — | 489,060 | 12,842 | 1,640,096 | | Mary Fox | 2024 | 476,996 | — | 2,369,660 | — | 74,990 | 14,000 | 2,935,647 | | President and Chief | 2023 | 440,404 | — | 2,472,858 | — | 667,060 | 12,227 | 3,592,548 | | Operating Officer | 2022 | 72,692 | 500,000 | 1,640,839 | — | 489,060 | 768 | 2,703,359 | | Keith Siegner | 2024 | 300,000 | 50,000 | 515,607 | — | 66,825 | 1,500 | 933,932 | | EVP and Chief | | | | | | | | | | Financial Officer | | | | | | | | | | Jack Krause(6) | 2024 | 226,859 | — | 1,218,717 | — | 30,724 | 43,844 | 1,520,144 | | Former Chief | 2023 | 440,229 | — | 1,537,620 | — | 267,060 | 24,536 | 2,269,444 | | Strategy Officer | 2022 | 405,450 | — | 732,744 | — | 489,060 | 12,462 | 1,639,716 | | Donna Dellomo(6) | 2024 | 205,725 | — | 965,241 | — | 0 | 362,506 | 1,533,472 | | Former EVP and Chief | 2023 | 412,304 | — | 727,391 | — | 208,350 | 23,891 | 1,371,936 | | Financial Officer | 2022 | 380,109 | — | 279,188 | — | 381,544 | 10,735 | 1,051,576 |

  57. Summary Compensation Table

    (1) The Salary column reflects base salaries paid during the years shown. For Mr. Krause and Ms. Dellomo reflects base salary paid through their June 30, 2023 retirements. (2) The Bonus column reflects a signing bonus for Mr. Siegner upon his appointment as the Company’s Executive Vice President and Chief Financial Officer. (3) The Stock Awards column reflects the grant date fair value of RSUs, PSUs and LTPAs as computed in accordance with FASB ASC Topic 718. The methods and assumptions used to calculate these amounts are discussed in Note 7 to our financial statements included in our 2024 Annual Report for the fiscal year ended February 4, 2024. The aggregate grant date fair value for each type of award assumes the satisfaction of all relevant conditions. If the Company were to meet its performance targets the maximum payout for PSUs and LTPAs is 100% of target. For Mr. Nelson, includes the grant date fair value of the Nelson performance-based retention grant discussed on page 35. (4) The Non-Equity Incentive Plan Compensation column reflects payments earned under the Company’s AIP based on performance relative to net sales, adjusted EBITDA and CSAT targets established by the Compensation Committee for the 12-month performance period ended February 4, 2024. Ms. Dellomo waived receipt of her $23,970 fiscal 2024 AIP award. (5) The All Other Compensation column includes 401(k) matching contributions for the named executive officers. For Ms. Dellomo, includes $350,000 in consulting fees paid pursuant to her Senior Strategic Advisor Agreement dated June 30, 2023, as further discussed on page 23. For Mr. Krause includes $31,386 of director fees he became eligible for as a nonemployee director following his retirement on June 30, 2023. (6) On June 30, 2023, Mr. Krause and Ms. Dellomo resigned from their roles with the Company. Mr. Krause continues to serve as a member of the Board of Directors, and Ms. Dellomo continues to provide services to the Company as a strategic advisor.

  58. Grants of Plan-Based Awards

    Grants of Plan-Based Awards

  59. Grants of Plan-Based Awards

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(6) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Shawn Nelson | | | | | | | | | | | AIP | | 138,870 | 277,740 | 416,610 | — | — | — | — | — | | RSU(2) | 04/15/2023 | — | — | — | — | — | — | 14,544 | 414,359 | | PSU(3) | 04/15/2023 | — | — | — | 7,272 | 14,544 | — | — | 414,359 | | PSU2(4) | 03/27/2023 | — | — | — | — | 235,000 | — | — | 5,640,000 | | LTPA(5) | 04/15/2023 | | | | — | 72,244 | — | — | 2,052,232 | | Mary Fox | | | | | | | | | | | AIP | | 138,870 | 277,740 | 416,610 | — | — | — | — | — | | RSU(2) | 04/15/2023 | — | — | — | — | — | — | 14,544 | 414,359 | | PSU(3) | 04/15/2023 | — | — | — | 7,272 | 14,544 | — | — | 414,359 | | LTPA(5) | 05/26/2023 | — | — | — | — | 72,244 | — | — | 1,540,943 | | Keith Siegner | | | | | | | | | | | AIP | | 123,750 | 247,500 | 495,000 | — | — | — | — | — | | RSU(2) | 06/30/2023 | — | — | — | — | — | — | 9,566 | 257,804 | | PSU(3) | 06/30/2023 | — | — | — | 4,783 | 9,566 | — | — | 257,804 | | Jack Krause(7) | | | | | | | | | | | AIP | | 138,870 | 277,740 | 416,610 | — | — | — | — | — | | RSU(2) | 04/15/2023 | — | — | — | — | — | — | 14,544 | 414,359 | | PSU(3) | 04/15/2023 | — | — | — | 7,272 | 14,544 | — | — | 414,359 | | LTPA(5) | 04/15/2023 | — | — | — | — | 13,689 | — | — | 390,000 | | Donna Dellomo(7) | | | | | | | | | | | AIP | | 108,350 | 216,700 | 433,400 | — | — | — | — | — | | RSU(2) | 04/15/2023 | — | — | — | — | — | — | 5,533 | 157,635 | | PSU(3) | 04/15/2023 | — | — | — | 2,767 | 5,533 | — | — | 157,635 | | LTPA(5) | 04/15/2023 | — | — | — | — | 22,814 | — | — | 649,971 |

  60. Grants of Plan-Based Awards

    (1) NEOs can earn AIP Awards between 0% and 200% of target based on net sales, adjusted EBITDA and CSAT performance relative to targets pre-established by the Compensation Committee. Performance is measured at the end of a 12-month performance period ending February 4, 2024. AIP awards for Mr. Krause and Ms. Dellomo were prorated to reflect their service during fiscal 2024 through their retirement on June 30, 2023. Actual payout levels are reflected in the Summary Compensation Table on page 39. (2) Reflects RSUs that vest in three equal annual installments on each of the first, second, and third anniversaries of the grant date, subject to continued service with the Company through the vesting date. (3) Reflects PSUs that may be earned based on achievements relative to net sales and adjusted EBITDA performance targets pre-established by the Compensation Committee. NEOs are eligible to earn between 50% and 100% of their target award. PSUs are payable in shares of the Company’s common stock, subject to continued service with the Company through the vesting date. See the section “Fiscal 2024 PSU and RSU Awards” on page 34 for additional information. (4) Reflects a performance-based RSU award granted to Mr. Nelson that vests upon achievement of certain stock price and net sales goals over a five- and seven-year performance period, as applicable. See the section “Nelson One-Time Performance and Retention Grant” on page 35 for additional information. (5) Reflects LTPAs that may be earned based on achievements relative to stretch net sales and adjusted EBITDA performance targets pre-established by the Compensation Committee. NEOs are eligible to earn 100% of their target award. LTPAs are payable in shares of the Company’s common stock, subject to continued service with the Company through the vesting date. In fiscal 2025, based on a review of Company forecasted performance and macroeconomic factors, the Compensation Committee approved the cancellation of the fiscal 2022 and fiscal 2023 LTPA grants granted to certain of our employees, including Mr. Nelson, Ms. Fox and Mr. Krause. See the section “Long-Term Performance Awards” on page 35 for additional information. (6) Reflects the grant date fair value of awards computed in accordance with FASB ASC Topic 718. For a discussion of the assumptions and methodologies used in calculating the grant date fair value of the awards reported, see Note 7 to the Company’s financial statements in the Company’s 2024 Annual Report for the fiscal year ended February 4, 2024. (7) In connection with their resignation of employment with the Company, Mr. Krause and Ms. Dellomo were each entitled to receive a pro rata bonus payment under the AIP for fiscal 2024. Amounts reflected in the table are not pro-rated. See page 32 for Mr. Krause’s and Ms. Dellomo’s pro-rated bonus targets. Mr. Krause’s outstanding equity awards will remain eligible to vest and his outstanding stock options will remain exercisable while he remains a member of the Board of Directors, and Ms. Dellomo’s outstanding equity awards will remain eligible to vest and her outstanding stock options will remain exercisable while she continues to provide consulting services to the Company.

  61. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth for each Named Executive Officer certain information concerning their outstanding equity awards as of the fiscal year ended February 4, 2024.

  62. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | | Stock Awards | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(1) (#) | Market Value of Shares of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, 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 ($)(7) | | Shawn Nelson | 06/05/2019 | 330,244 | — | 38.10 | 06/05/2029 | — | — | — | — | | | 06/07/2021 | — | — | — | — | 1,458 | 33,563 | 1,458(3) | 33,563 | | | 04/15/2022 | — | — | — | — | 5,544 | 127,623 | 5,544(3) | 127,623 | | | 04/15/2022 | — | — | — | — | — | — | 35,848(5) | 825,221 | | | 03/27/2023 | — | — | — | — | — | — | 235,000(4) | 5,409,700 | | | 04/15/2023 | — | — | — | — | 14,544 | 334,803 | 14,544(3) | 334,803 | | | 04/15/2023 | — | — | — | — | — | — | 72,244(5) | 1,663,057 | | Mary Fox | 11/18/2021 | — | — | — | — | 4,833 | 111,257 | 4,832(3) | 111,233 | | | 04/15/2022 | — | — | — | — | 5,544 | 127,623 | 5,544(3) | 127,623 | | | 04/15/2022 | — | — | — | — | — | — | 35,848(5) | 825,221 | | | 04/15/2023 | — | — | — | — | 14,544 | 334,803 | 14,544(3) | 334,803 | | | 05/26/2023 | — | — | — | — | — | — | 72,244(5) | 1,663,057 | | Keith Siegner | 06/30/2023 | — | — | — | — | 9,566 | 220,209 | 9,566(3) | 220,209 | | Jack Krause(7) | 06/05/2019 | 110,081 | — | 38.10 | 06/05/2029 | — | — | — | — | | | 06/07/2021 | — | — | — | — | 1,458 | 33,563 | 1,458(3) | 33,563 | | | 04/15/2022 | — | — | — | — | 5,544 | 127,623 | 5,544(3) | 127,623 | | | 04/15/2022 | — | — | — | — | — | — | 16,000(5) | 368,320 | | | 04/15/2023 | — | — | — | — | 14,544 | 334,803 | 14,544(3) | 334,803 | | | 04/15/2023 | — | — | — | — | — | — | 13,689(5) | 315,121 | | Donna Dellomo(7) | 06/05/2019 | 55,041 | — | 38.10 | 06/05/2029 | — | — | — | — | | | 06/07/2021 | — | — | — | — | 556 | 12,799 | 556(3) | 12,799 | | | 04/15/2022 | — | — | — | — | 2,110 | 48,572 | 2,110(3) | 48,572 | | | 04/15/2022 | — | — | — | — | — | — | 9,109(5) | 209,689 | | | 04/15/2023 | — | — | — | — | 5,533 | 127,370 | 5,533(3) | 127,370 | | | 04/15/2023 | — | — | — | — | — | — | 22,814(5) | 525,178 |

  63. Outstanding Equity Awards at Fiscal Year-End

    (1) Reflects RSUs which vest in three equal annual installments (and four annual installments for Ms. Fox’s November 18, 2021 grant only) on the anniversary of the grant date subject to continued service with the Company through the vesting dates. (2) Reflects the market value of the shares underlying RSUs that have not vested as of the fiscal year ended February 4, 2024, based on the closing price of our common stock of $23.02 per share on February 2, 2024, the last trading day of fiscal 2024. (3) Reflects Fiscal 2022 PSUs (third tranche), Fiscal 2023 PSUs (second and third tranches) and Fiscal 2024 PSUs (first, second and third tranches) which may be earned based on the Company’s performance relative to pre-established metrics and targets set by the Compensation Committee for three consecutive 12-month performance periods. See the discussion on page 34 for more information on PSU awards. (4) Reflects a performance-based RSU retention award granted to Mr. Nelson that vests upon achievement of certain stock price and net sales goals over a five- and seven-year performance period, as applicable. See the section “Nelson Long-Term Performance Award” on page 35 for additional information. (5) Reflects Fiscal 2023 and Fiscal 2024 LTPAs which may be earned based on the Company’s performance relative to stretch net sales and adjusted EBITDA targets over a three-year performance period ending in fiscal 2025 and fiscal 2026, respectively. In fiscal 2025, based on a review of Company forecasted performance and macroeconomic factors, the Compensation Committee approved the cancellation of the fiscal 2022 and fiscal 2023 LTPA grants granted to certain of our employees, including Mr. Nelson, Ms. Fox and Mr. Krause. See the discussion on page 35 for more information on LTPA awards. (6) Reflects the market value of the shares underlying Fiscal 2022 PSUs, Fiscal 2023 PSUs, the Nelson PSU Grant, Fiscal 2024 PSUs and LTPAs, as applicable, as of the fiscal year ended February 4, 2024, assuming performance at target, and based on the closing price of our common stock of $23.02 per share on February 2, 2024, the last trading day of fiscal 2024. (7) Mr. Krause’s outstanding equity awards will remain eligible to vest and his outstanding stock options will remain exercisable while he remains a member of the Board of Directors, and Ms. Dellomo’s outstanding equity awards will remain eligible to vest while she continues to provide consulting services to the Company. Her outstanding stock options will remain exercisable through the option expiration date.

  64. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table provides information on stock options exercised and stock awards that vested for the NEOs in fiscal 2024.

  65. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Shawn Nelson | — | — | 47,509 | 1,136,100 | | Mary Fox | — | — | 10,376 | 247,051 | | Keith Siegner | — | — | — | — | | Jack Krause | — | — | 47,509 | 1,136,100 | | Donna Dellomo | — | — | 31,875 | 757,764 |

  66. Potential Payments Upon Termination of Employment or Change in Control

    Potential Payments Upon Termination of Employment or Change in Control The table below shows potential payments to our NEOs in the event of their termination of employment by the Company without cause, termination by the executive for good reason, and termination due to disability or in connection with a change in control. The payments and benefits extended to the NEOs upon each of these termination scenarios are payable pursuant to the terms of each of their Employment Agreements, the 2017 Equity Plan and related award agreements. Except as otherwise described under the Executive Employment Arrangements section on page 43, there are no future benefits payable to Mr. Krause or Ms. Dellomo as they retired from the Company June 30, 2023. The table below assumes the following: ▪ Termination of employment, change of control or Existing Investor Asset Disposal, as applicable, occurred on February 4, 2024, the last day of fiscal 2024; ▪ The Company performed at target levels for purposes of calculating the AIP Award and equity awards; and ▪ The NEOs elected COBRA benefits for the maximum time period allowed under their Employment Agreements.

  67. Potential Payments Upon Termination of Employment or Change in Control

    | Name | Disability ($) | Termination of NEO Without Cause or by Executive for Good Reason ($) | Termination of NEO Without Cause or by NEO for Good Reason following Change in Control or Existing Investor Asset Disposal ($) | | Shawn Nelson | | | | | Cash Severance | 154,300 | 925,800 | 925,800 | | AIP Award | — | 277,740 | 277,740 | | Health and Life Benefits | — | 62,892 | 62,892 | | Equity | — | 6,401,678 | 8,889,956 | | TOTAL | 154,300 | 7,668,110 | 10,156,388 | | Mary Fox | | | | | Cash Severance | 154,300 | 462,900 | 462,900 | | AIP Award | — | 277,740 | 277,740 | | Health and Life Benefits | — | 24,015 | 24,015 | | Equity | — | 1,147,340 | 3,635,595 | | TOTAL | 154,300 | 1,911,995 | 4,400,250 | | Keith Siegner | | | | | Cash Severance | 150,000 | 450,000 | 450,000 | | AIP Award | — | 247,500 | 247,500 | | Health and Life Benefits | — | 23,475 | 23,475 | | Equity | — | 440,419 | 440,419 | | TOTAL | 150,000 | 1,161,394 | 1,161,394 |

  68. Pay Versus Performance

    Pay Versus Performance This disclosure has been prepared in accordance with the SEC’s pay versus performance rules in Item 402(v) of Regulation S-K under the 1934 Act (“Item 402(v)”) and does not necessarily reflect value actually realized by the NEOs. The following tables and related disclosures provide information about (i) the total compensation (“SCT Total”) of our principal executive officer (“PEO”) and our non-PEO NEOs (collectively, the “Other NEOs”) as presented in the Summary Compensation Table on page 39, (ii) the “compensation actually paid” (“CAP”) to our PEO and our Other NEOs, as calculated pursuant to Item 402(v), (iii) certain financial performance measures used by the Company when making compensation decisions, and (iv) the relationship of the CAP to those financial performance measures.

  69. Pay Versus Performance

    | Year(1) | Summary Compensation Total for PEO ($) | Compensation Actually Paid to PEO ($)(2) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($)(2) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($M) | Company Selected Measure: Adjusted EBITDA ($M)(4) | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(3) | | | | FY24 | 9,092,935 | 3,744,799 | 1,722,952 | 917,163 | 41 | 87 | 23.9 | 54 | | FY23 | 3,204,682 | (2,926,332) | 2,411,309 | 182,775 | 229 | 118 | 28.2 | 60.4 | | FY22 | 1,640,096 | (961,134) | 1,798,217 | 1,123,546 | 445 | 122 | 45.9 | 55.5 | | FY21 | 2,610,303 | 13,954,746 | 1,897,737 | 6,720,312 | 498 | 139 | 14.7 | 28.3 |

  70. Pay Versus Performance

    (1) The Principal Executive Officer (“PEO”) in all four reporting years is our CEO, Shawn Nelson. The Non-PEO NEOs for fiscal year 2024 are Ms. Fox, Mr. Siegner, Mr. Krause, and Ms. Dellomo. The Non-PEO NEOs for fiscal years 2023 and 2022 are Ms. Fox, Mr. Krause, and Ms. Dellomo. The Non-PEO NEOs for fiscal year 2021 are Mr. Krause and Ms. Dellomo. (2) “Compensation actually paid” amounts to our CEO and NEOs in each of 2024, 2023, 2022, and 2021, reflect the respective Summary Compensation Total with adjustments shown below as determined pursuant to SEC rules. (3) Reflects the total shareholder return indexed to $100 per share for the Russell 2000 Index. (4) Adjusted EBITDA is a non-GAAP measure. For a discussion of this measure and for a reconciliation to the most directly comparable GAAP measure, see “Reconciliation of Non-GAAP Financial Measures” in Appendix A of this Proxy Statement.

  71. Pay Versus Performance

    | Year | SCT Total ($) | Minus SCT Change in Pension Value ($) | Plus Pension Value Service Cost ($) | Minus SCT Equity ($) | Plus (Minus) EOY Fair Value of Equity Awards Granted During Fiscal Year that are Outstanding and Unvested at EOY ($) | Plus (Minus) Change from BOY to EOY in Fair Value of Awards Granted in Any Prior Fiscal Year that are Outstanding and Unvested at EOY ($) | Plus Fair Value at Vesting Date of Awards Granted and Vested During the Fiscal Year ($) | Plus (Minus) Change in Fair Value from BOY to Vesting Date of Awards Granted in Any Prior Fiscal Year that Vested During the Fiscal Year ($) | Minus Fair Value at BOY of Awards Granted in Prior Year that were Forfeited During the Fiscal Year ($) | Plus Value of Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Calculated CAP ($) | | PEO | | | | | | | | | | | | | 2024 | $9,092,935 | $0 | $0 | $8,526,949 | $3,254,606 | $(37,011) | $0 | $(38,782) | $0 | $0 | $3,744,799 | | 2023 | $3,204,682 | $0 | $0 | $2,472,858 | $1,362,906 | $(494,398) | $0 | $(4,526,664) | $0 | $0 | $(2,926,332) | | 2022 | $1,640,096 | $0 | $0 | $732,744 | $441,972 | $(2,832,849) | $0 | $522,391 | $0 | $0 | $(961,134) | | 2021 | $2,610,303 | $0 | $0 | $1,849,542 | $3,823,574 | $8,807,809 | $527,971 | $34,631 | $0 | $0 | $13,954,746 | | Average Non-PEO NEOs | | | | | | | | | | | | | 2024 | $1,722,952 | $0 | $0 | $1,267,306 | $508,592 | $(28,080) | $0 | $(18,995) | $0 | $0 | $917,163 | | 2023 | $2,411,309 | $0 | $0 | $1,579,290 | $870,419 | $(346,322) | $0 | $(1,173,341) | $0 | $0 | $182,775 | | 2022 | $1,798,217 | $0 | $0 | $884,257 | $538,217 | $(606,465) | $0 | $277,834 | $0 | $0 | $1,123,546 | | 2021 | $1,897,737 | $0 | $0 | $1,160,146 | $3,029,668 | $2,417,441 | $511,489 | $24,123 | $0 | $0 | $6,720,313 |

  72. Pay Versus Performance

    “SCT” — Summary Compensation Table; “CAP” — Compensation Actually Paid; “EOY” — End of Year; “BOY” — Beginning of Year Equity valuations above are as follows: Stock option fair values are calculated based on a Monte Carlo simulation as of each measurement date. Performance-based restricted stock fair values are calculated assuming target performance on the grant date. Subsequent valuations reflected probable outcomes at each measurement date and the actual outcome when vested. All time-vested restricted stock fair values are determined based on the valuation assumptions at the time of the grant.

  73. Relationship Between Compensation Actually Paid and Company Performance

    Relationship Between Compensation Actually Paid and Company Performance The graphs below show the relationship between “compensation actually paid” to our PEO and Other NEOs and (i) the Company’s adjusted EBITDA performance (non-GAAP), (ii) the Company’s net income performance, and (iii) the Total Shareholder Return (“TSR”) of both the Company and the Russell 2000 Index, in each case for the fiscal years ended 2021, 2022, 2023 and 2024. In accordance with Item 402(v), the CAP calculation reflects, among others, adjustments to the fair value of equity awards during the years presented. Factors impacting the fair value of equity awards include the price of our common stock at year end, as well as the projected and actual achievement of performance goals.

  74. CEO Pay Ratio

    CEO Pay Ratio Under SEC rules, the Company is providing the following information for fiscal year 2024: ▪ The total compensation of the median employee, excluding the CEO, was $29,624 ▪ The annual total compensation of the CEO was $9,092,935 ▪ The ratio of CEO total compensation to median employee total compensation: 307 to 1 Our CEO pay ratio information is a reasonable good faith estimate calculated in a manner consistent with the SEC pay ratio rules and methods for disclosure. In order to determine the median employee, the Company examined W2 wages for the 2023 calendar year for all employees, excluding our CEO, employed as of December 31, 2023. On the determination date, our employee population consisted of 1,941 individuals, all located in the United States. This population consisted of our full-time, part-time, seasonal and temporary employees. There are no employee exclusions considered for median employee determination. Our median employee is the same associate identified last year who continues to be a fair representation of our median employee. Our median employee is an hourly associate, employed at an hourly rate of $15.6, working part-time. Our part-time employees are also eligible to participate in a field incentive program. Once we identified our median employee, we combined all the elements of the median employee’s compensation for fiscal year 2023 to determine the median employee total compensation in accordance with the requirements of item 402(c)(2)(x) of Regulation S-K and compared such total compensation to the total compensation of our CEO, as reported in the Summary Compensation Table. Fiscal year 2024 total compensation includes the one-time performance based retention grant awarded to the CEO.