DEF 14A of Build-A-Bear Workshop Inc, May 3, 2024

DEF 14A of Build-A-Bear Workshop Inc

Filed May 3, 2024 · FY20230001437749-24-014449

Open on EDGAR

  1. PROPOSAL NO. 1. ELECTION OF DIRECTORS

    PROPOSAL NO. 1. ELECTION OF DIRECTORS The Company's Board of Directors presently has six members, divided into three classes which are equal in number. The classes have staggered three-year terms. As a result, only one class of Directors is elected at each Annual Meeting of our stockholders. George Carrara and Sharon John are Class II Directors and their terms will expire at the 2024 Annual Meeting. Robert L. Dixon, Jr. and Craig Leavitt are Class III Directors and their terms will expire at the 2025 Annual Meeting. Narayan Iyengar and Lesli Rotenberg are Class I Directors and their terms will expire at the 2026 Annual Meeting. Currently, all of our Directors hold office until the Annual Meeting of stockholders at which their terms expire or until their successors are duly elected and qualified. Under our Corporate Governance Guidelines, a Director may not stand for election or re-election after reaching the age of 73. Accordingly, our founder, Maxine Clark, did not stand for re-election when her term expired at the 2023 Annual Meeting, and both the size of the Board and the number of directors was reduced to six. Ms. Clark agreed to the Board of Directors’ request for her to become Director Emeritus. A Director Emeritus is not permitted to vote on matters brought before the Board of Directors or any Board committee and is not counted for the purposes of determining whether a quorum of the Board or a Board committee is present. A Director Emeritus is not compensated for his or her services. The Nominating and Corporate Governance Committee nominated the Class II Directors, Mr. Carrara and Ms. John, to be re-elected to serve until the 2027 Annual Meeting of stockholders or until their successors are duly elected and qualified. Mr. Carrara has served on our Board of Directors since 2019 and Ms. John has served on our Board of Directors since 2013.

  2. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE NAMED NOMINEES

    THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE NAMED NOMINEES Proxies cannot be voted for a greater number of persons than the number of nominees named herein. Unless otherwise specified, all proxies will be voted in favor of the two nominees listed herein for election as Directors. The Board has no reason to expect that any of the nominees will be unable to stand for election on the date of the meeting or for good cause will not serve. If a vacancy occurs among the original nominees prior to the meeting, the proxies will be voted for a substitute nominee named by the Board of Directors and for the remaining nominees. Directors are elected by the affirmative vote of the majority of votes cast in person or by proxy with respect to a Director nominee’s election, provided, however, that, in accordance with the Company’s amended and restated bylaws, if the number of nominees exceeds the number of Directors to be elected at the meeting, then Directors shall be elected by the affirmative vote of a plurality of the votes present in person or by proxy and entitled to vote at the meeting.

  3. DIRECTORS

    DIRECTORS Set forth below are the names, ages, positions and brief accounts of the business experience for each of our Directors as of April 17, 2024. The biographies of each of the nominees and continuing Directors below contains information each Director has given us about his or her age, all positions he or she holds, his or her principal occupation and business experience for the past five years, and the names of other publicly held companies of which he or she currently serves as a Director or has served as a Director during the past five years. In addition to the information presented below regarding each nominee’s specific experience, qualifications, attributes and skills that led our Board to the conclusion that he or she should serve as a Director, we also believe that all of our Director nominees and continuing Directors have a reputation for integrity, honesty and adherence to high ethical standards. They each have demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to the Company and our Board.

  4. DIRECTORS

    | Class II Directors — Terms Expiring in 2024 and Standing for Re-Election | | | | George Carrara, 55, was appointed to our Board of Directors on July 26, 2019. He is the former President and Chief Operating Officer of Kate Spade & Company, a formerly publicly traded operator of global, multichannel lifestyle brands (“Kate Spade”) (formerly Liz Claiborne Inc. and Fifth & Pacific Companies, Inc.), serving in this role from February 2014 to December 2017 when the company was sold to Coach, Inc. Mr. Carrara oversaw strategy and business development, investor relations, supply chain, e-commerce, finance, global operations and information technology. He served as Chief Financial Officer and Chief Operating Officer of Kate Spade from April 2012 to February 2014. He worked for Tommy Hilfiger North America from 1999 through the sale of the company in 2011 and served in various senior positions, including as Chief Operating Officer from 2006 to 2011; Executive Vice President of U.S. Operations - Wholesale and Retail from 2004 to 2005; Chief Operating Officer and Chief Financial Officer of wholesale operations from 2003 to 2004; and Chief Financial Officer for various wholesale divisions from 1999 to 2003. Prior to that, Mr. Carrara served as Chief Financial and Operating Officer for Mirage Apparel Group. He began his career in the Entrepreneurial Services & Consumer Product Groups at Price Waterhouse, is a Certified Public Accountant and received a Bachelor of Science Degree in Economics from the Wharton School. Since departing Kate Spade, Mr. Carrara has served in various advisory roles in the retail, fashion and e-commerce sectors. He currently serves as a strategic advisor to Stigmi Learning, a privately owned on-demand tutoring platform. Throughout his career, Mr. Carrara has obtained extensive operational as well as commercial, financial and accounting expertise and leveraged these skills to manage transformations and create shareholder value. During his tenure as President and Chief Operating Officer of Kate Spade, he gained expertise in store operations, digital, supply chain, investor relations, international expansion, business development and strategic planning. In various senior finance and operations roles prior to that, Mr. Carrara obtained extensive financial planning, treasury, technology, logistics and accounting experience. Mr. Carrara qualifies as an “audit committee financial expert” as such term is defined under applicable SEC rules. In addition, given his experience with other consumer-focused businesses, Mr. Carrara provides valuable insights and perspectives regarding the financing and operation of the Company’s business | | | Sharon John, 60, was appointed to the Board of Directors on June 3, 2013 in connection with her employment as Chief Executive Officer and Chief President Bear of the Company. From January 2010 through May 2013, Ms. John served as President of Stride Rite Children’s Group LLC, a division of Wolverine World Wide, Inc., which designs and markets footwear for children. From 2002 through 2009, she held positions of broadened portfolio and increased responsibility at Hasbro, Inc., a multinational toy and board game company, including as General Manager & Senior Vice President of its U.S. Toy Division from 2006 to 2008 and General Manager & Senior Vice President of its Global Preschool unit from June 2008 through 2009. Ms. John also founded and served as Chief Executive Officer of Checkerboard Toys, served as Vice President, U.S. Toy Division with VTech Industries, Inc., and served in a range of roles at Mattel, Inc. She started her career in advertising, overseeing accounts such as Hershey’s and the Snickers/M&M Mars business. Ms. John serves on the Board of Directors of Jack in the Box Inc., a publicly traded restaurant company. Ms. John holds a Bachelor of Science Degree in Communications from the University of Tennessee at Knoxville and a Master of Business Administration from Columbia University. She is married with three children and resides in St. Louis, Missouri. In her various executive management positions, Ms. John gained extensive experience in all aspects of retail branding, including children's brands, marketing to moms and kids, and licensing, product development and innovation expertise. With this background, Ms. John provides Build-A-Bear Workshop with highly relevant and valuable insights and perspectives in leading businesses, strategic planning, brand building, marketing, licensing, merchandising, and retail operations. |

  5. DIRECTORS

    | Class III Directors — Terms Expiring in 2025 | | | | Robert L. Dixon, Jr., 68, was appointed to our Board of Directors on February 12, 2018. Mr. Dixon has been the owner of The RD Factor, Inc., a digital and information technology consulting business, since December 2016. Mr. Dixon served as Global Chief Information Officer and Senior Vice President of PepsiCo, Inc. (“PepsiCo”), a publicly traded global food and beverage company, from November 2007 until April 2016 and as Senior Vice President until December 2016. Prior to joining PepsiCo, Mr. Dixon held various positions with The Procter & Gamble Company, a publicly traded consumer household products company, since 1977, including Vice President of Global Business Services from 2005 until 2007. Mr. Dixon serves on the Board of Directors of Elevance Health, Inc., a publicly traded health benefits and services company, and Okta, Inc., a publicly traded software services company. He also serves on the Georgia Institute of Technology Board of Trustees and the College of Computing Advisory Board. He previously served on the CIO Advisory Board for International Business Machines Corporation. Mr. Dixon holds a Bachelor of Science Degree in Electrical Engineering from The Georgia Institute of Technology. He and his wife reside in Atlanta, Georgia. Having served as Global Chief Information Officer of a large public company and through his service on the CIO Advisory Board for another large public company, Mr. Dixon has extensive technology experience, including in the area of cybersecurity. He also has significant marketing experiences through his senior positions at two large public companies, both of which have global retail consumer product focus. As a member of the Board of Directors of other publicly traded and private companies, he has gained highly relevant corporate governance experience. | | | Craig Leavitt, 63, was appointed to the Board of Directors on January 4, 2018 and serves as our Non-Executive Chairman. He served as Chief Executive Officer and Director of Kate Spade & Company, a formerly publicly traded operator of global, multichannel lifestyle brands (“Kate Spade”), from February 2014 until August 2017 when the company was sold to Coach, Inc. From October 2010 until February 2014, he was Chief Executive Officer of Kate Spade New York, a division of Fifth & Pacific Companies, Inc. Mr. Leavitt also served as Co-President and Chief Operating Officer of Kate Spade, LLC from April 2008 through October 2010. Prior to joining Kate Spade, LLC, Mr. Leavitt was President of Global Retail at Link Theory Holdings, where he had total responsibility for merchandising, operations, planning, allocation and real estate for the Theory and Helmut Lang retail businesses. Previously, Mr. Leavitt spent several years at Diesel, S.p.A., an Italian retail clothing company, having most recently served as Executive Vice President of Sales and Retail. Mr. Leavitt also spent 16 years at Polo Ralph Lauren, where he held positions of increasing responsibility, the last being Executive Vice President of Retail Concepts. Since leaving Kate Spade, Mr. Leavitt devotes his time to service on Boards of Directors. Mr. Leavitt serves on the Board of Directors of Gildan Activewear, Inc., a publicly traded manufacturer of apparel; Mattress Firm, Inc., an omni-channel mattress specialty retailer; and HDS Global, a grocery and general merchandise e-commerce delivery service. Until recently, Mr. Leavitt served on the Board of Directors of Crate & Barrel Holdings, Inc., a company that owns and operates housewares, furniture and home accessories stores in North America and through franchisees internationally; and NEST Fragrances, LLC, a distributor of home scents, eau de parfums, and fragranced body care products. He also served on the Board of Directors of The Roundabout Theater Company, one of the largest nonprofit theatre companies in the United States. Mr. Leavitt holds a Bachelor of Arts from Franklin & Marshall College. Mr. Leavitt resides in New York. During his career in the retail industry, Mr. Leavitt has gained extensive experience in the areas of strategic planning, product development and innovation, marketing, store operations, and real estate. His background, including his service as Chief Executive Officer and Director of a publicly traded company, allows him to provide to our Board of Directors insights and perspectives regarding strategic planning, leadership, stockholder relations, business operations, brand management, marketing, and business development. |

  6. DIRECTORS

    | Class I Directors — Terms Expiring in 2026 | | | | Narayan Iyengar, 49, was appointed to our Board of Directors on November 30, 2021. He has a wide background in digital, technology and business transformation. From March 2022 to June 2023, Mr. Iyengar served as the Executive Vice President and Chief Operating Officer of DISH Network Corporation, a publicly traded provider of television entertainment and technology through satellite and streaming services, where he oversaw key business operations including customer experience, in-home services, billing and credit, and manufacturing and distribution. His areas of focus include digital transformation, omnichannel customer journeys and accelerating strategic initiatives. Earlier in his career, he served as the Senior Vice President, Digital and E-Commerce of Albertsons Companies, a leading food and drug retailer, from 2017 to 2020, where he led the digital transformation and launched various e-commerce and omnichannel offerings, expanded the loyalty program and enhanced the digital experience. Prior to that, from 2013 to 2017, he served as Vice President, E‑Commerce and Digital Analytics of The Walt Disney Company, a multinational entertainment and media conglomerate, where he led the growth of e-commerce channel for Walt Disney’s theme parks, resorts, cruise lines and guided family adventures. From 2005 to 2013, Mr. Iyengar was a consultant at McKinsey & Company, a global management consulting firm, and served global clients on topics related to business technology and digital transformation. Mr. Iyengar has also served on the boards, as an advisor and as interim executive at a number of venture-backed firms. He holds a Master of Business Administration, Management from Columbia University Business School and a Bachelor’s Degree in Electronics & Communication Engineering from University of Mysore, India. Mr. Iyengar has extensive operational and e-commerce experience, and he has helped numerous companies in a variety of industries formulate and implement innovative digital transformation strategies. Mr. Iyengar brings to the Build-A-Bear Workshop Board of Directors valuable and relevant insights regarding digital, sales, marketing and other strategic and operational matters. | | | Lesli Rotenberg, 62, was appointed to our Board of Directors on November 30, 2021. Ms. Rotenberg is the former Chief Programming Executive & General Manager, Children’s Media & Education of the Public Broadcasting Service (“PBS”), an American public media organization and distributor of television and digital content, serving in that role from February 2016 to June 2021. She was responsible for the strategic direction of an innovative, dynamic media service to meet the needs of America’s children, parents, and teachers. While at PBS, she also served as General Manager, Children’s Programming from 2005 to 2016 and as Senior Vice President, Marketing & Communications from 2000 to 2016. Prior to that, Ms. Rotenberg served for ten years at Discovery Communications, Inc. in a variety of senior level management positions with strategic responsibilities for positioning The Discovery Channel, TLC and Animal Planet media brands to consumers, advertisers, cable affiliates and promotion partners. She holds a Bachelor of Science in Journalism from Boston University School of Public Communication. Throughout her career, Ms. Rotenberg developed extensive experience regarding entertainment content creation and distribution, business development, brand management, marketing, digital content, media and strategic planning. With this experience, she provides our Board of Directors with valuable insights and perspectives regarding entertainment, marketing, brand management and other strategic and operational matters. |

  7. DIRECTORS

    | Director Emeritus | | | | Maxine Clark, 75, founded the Company in 1997, served as our Chief Executive Bear until June 2013, and served as a director until 2023 when she was appointed Director Emeritus. She was our President from our inception in 1997 to April 2004 and served as Chairman of our Board of Directors from April 2000 until November 2011. She currently serves as Chief Executive Officer of the Clark-Fox Family Foundation. Prior to founding Build-A-Bear Workshop, Ms. Clark was the President of Payless ShoeSource, Inc. (“Payless”) from 1992 until 1996. Before joining Payless, Ms. Clark spent over 19 years in various divisions of The May Department Stores Company in areas including merchandise development, merchandise planning, merchandise research, marketing and product development. Ms. Clark previously served on the Board of Directors of Foot Locker, Inc., a publicly traded retail company, and on the Board of Directors of J. C. Penney Company, Inc., during a time when it was a publicly traded apparel and home retail company. She formerly served on the Board of Directors of The Gymboree Corporation, a formerly publicly reporting retail company, and she currently serves on the Board of Advisors of Lewis & Clark Ventures, a St. Louis-based private equity firm. Ms. Clark is an Emeritus member of the Board of Trustees of Washington University in St. Louis, serves on the national Board of Directors of the Public Broadcasting Service (PBS), and is a past member of the Boards of Directors of Barnes-Jewish Hospital in St. Louis and the Goldfarb School of Nursing at Barnes-Jewish College. Ms Clark is a member of the Board of Directors of the Delmar DivINe, a multi-use real estate project she created and developed. Ms. Clark is an Emeritus Director of the St. Louis Regional Educational and Public Television Commission (KETC/Channel 9 Public Television). She is also a Managing Partner of Prosper Women’s Capital, a fund created to invest in women-owned businesses in the St. Louis area. Ms. Clark is Past Chair of Teach for America-St. Louis and a past member of its national Board of Trustees. She is a past trustee of the International Council of Shopping Centers and a member of the Committee of 200, an organization for women entrepreneurs around the world. Ms. Clark has a Bachelor’s egree from the University of Georgia, an Honorary Doctor of Laws from Washington University and Saint Louis University and an Honorary Doctor of Humane Letters—Education from the University of Missouri, St. Louis. Ms. Clark has extensive leadership and executive experience in the retail industry, which includes founding and leading Build-A-Bear Workshop. She has more than 45 years of experience in the areas of marketing, merchandising, store operations, digital technology, entertainment, strategic planning, and real estate. With this experience, along with her service on the Boards of Directors of other publicly traded retail companies, she has highly relevant and valuable insights and perspectives on all aspects of the Company’s retail and entertainment business. |

  8. BOARD OF DIRECTORS COMPENSATION

    BOARD OF DIRECTORS COMPENSATION The table below discloses compensation information of members of the Company’s Board of Directors for serving as members of the Company’s Board for the fiscal year ended February 3, 2024. As a member of management, Sharon John, the Company’s President and Chief Executive Officer, did not receive compensation for her services as Director in fiscal 2023.

  9. BOARD OF DIRECTORS COMPENSATION

    | | Fees | | | | | | Earned or | Stock | All Other | | | | Paid in | Awards | Compensation | | | Name: | Cash($)(1) | ($)(2) | ($) | Total ($) | | Craig Leavitt | $89,000 | $120,000 | $- | $209,000 | | George Carrara | 70,000 | 90,000 | - | 160,000 | | Robert L. Dixon, Jr. | 62,000 | 90,000 | - | 152,000 | | Narayan Iyengar | 50,000 | 90,000 | - | 140,000 | | Lesli Rotenberg | 50,000 | 90,000 | - | 140,000 | | Maxine Clark(3) | 18,000 | - | - | 18,000 |

  10. BOARD OF DIRECTORS COMPENSATION

    | (1) Amount shown reflects annual Board, committee Chair and Non-Executive Chairman annual cash retainers. See the “Director Compensation Policies” section below for an explanation of the annual cash retainers. |

  11. BOARD OF DIRECTORS COMPENSATION

    | (2) The amounts appearing in the Stock Awards column represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for restricted stock awards granted in fiscal 2023, each of which vests in full on June 8, 2024 except for forfeited awards. Under the Company's Director compensation policies, Ms. Rotenberg and Messrs. Carrara, Dixon, Iyengar and Leavitt received annual grants of restricted stock on the date of the Company's 2023 Annual Meeting for service during the following year. In June 2023, Mr. Leavitt received a grant of 5,581 shares of the Company’s common stock with a grant date fair value of $120,000 and Ms. Rotenberg and Messrs. Carrara, Dixon and Iyengar each received a grant of 4,186 shares of the Company’s common stock with a grant date fair value of $90,000. These amounts represent the aggregate number of restricted shares outstanding as of the end of fiscal 2023, February 3, 2024, for each Director serving at that time. See Note 12 to the Company’s Consolidated Financial Statements filed as part of our Annual Report on Form 10-K for the year ended February 3, 2024for a discussion of the assumptions used in the valuation of awards. |

  12. BOARD OF DIRECTORS COMPENSATION

    | (3) Ms. Clark reached the Company’s mandatory Director retirement age in fiscal 2023 and did not stand for re-election when her term as Director expired at the 2023 Annual Meeting. Ms. Clark was appointed as Director Emeritus upon her Board retirement but is not compensated in this role. |

  13. Director Compensation Policies

    Director Compensation Policies The Compensation and Development Committee reviews Board compensation annually based on information provided by the Committee’s independent compensation consultant Meridian Compensation Partners, LLC (“Meridian”). Currently, the Board compensation program provides for an annual cash retainer for Board membership, an annual restricted stock award and additional annual cash retainers for committee Chairs. The Non-Executive Chairman receives an additional annual cash retainer and restricted stock award for his service. Board members do not receive additional fees or compensation for attending meetings or for serving on Board committees. Meridian reviewed the Company’s independent Director compensation program compared to the programs of the peer group discussed in the “Executive Compensation Summary” section of this proxy statement. Based on Meridian’s conclusion that the Company’s independent Director compensation was below the 50th percentile relative to the peer group and remained at levels that had been in effect since fiscal 2016, the Board determined it was appropriate to increase total compensation. To further align the interests of the independent Directors with our stockholders, a $10,000 increase in the annual independent Director retainer and a $15,000 increase in the additional annual retainer paid to the Non-Executive Chairman were made by adjusting the value of the annual restricted stock award while leaving the cash portion of the retainers unchanged. Based on the information from Meridian, the cash retainers paid to each committee chair were also increased by the following amounts: Audit—$1,500, Compensation and Development—$2,750, and Nominating and Corporate Governance—$2,000. These amounts are reflected in the table below.

  14. Director Compensation Policies

    | Compensation Element | Amount ($) | | Board Cash Retainer | $50,000 | | Restricted Stock Award Value(1) | 90,000 | | Audit Committee Chair Cash Retainer | 20,000 | | Compensation and Development Committee Chair Cash Retainer | 14,000 | | Nominating and Corporate Governance Committee Chair Cash Retainer | 12,000 | | Additional Non-Executive Chairman Cash Retainer | 25,000 | | Additional Non-Executive Chairman Restricted Stock Award Value(1) | 30,000 |

  15. Director Compensation Policies

    | (1) The number of shares of restricted stock awarded is determined on the grant date and is prorated in the case of a Director who joins the Board during the year. Grants are made on the date of each Annual Meeting of stockholders and vest one year later, subject to continued service on the Board. Recipients have the right to vote all unvested shares. Dividends declared with respect to unvested shares become payable only if, and to the extent, such shares vest. |

  16. Director Compensation Policies

    Non-management Directors are required own shares of the Company’s common stock having a value equal to five times the annual cash retainer for Board membership. See “Executive Compensation—Stock Ownership Guidelines” for additional information. Under our Corporate Governance Guidelines, no Director may stand for election or re-election after reaching the age of 73. We reimburse our Directors for reasonable out-of-pocket expenses incurred in connection with attendance and participation in Board and committee meetings. We also reimburse our Directors for expenses incurred in the attendance of director continuing education conferences.

  17. Overview of Compensation Program

    | • | Alignment with stockholder interests: Compensation should be tied, in part, to our stock performance through the granting of equity awards to align the interests of executive officers with those of our stockholders. | | • | Recognition for business performance: Compensation should correlate in large part with our overall financial results so that the Company pays for performance. | | • | Accountability for individual performance: Compensation should partially depend on the individual executive’s performance, in order to motivate and acknowledge the key contributors to our success. | | • | Competition: Compensation should generally reflect the competitive marketplace and be consistent with that of other well-managed companies in our peer group and the broader retail industry sector. |

  18. Role of Committee Consultants

    Role of Committee Consultants For 2023, the Committee retained Meridian as its independent consultant on executive and Director compensation. Meridian’s engagement is to act as the Committee’s independent advisor on executive and Director compensation and in this role, Meridian assisted the Committee in the determination of the peer group, the compensation benchmarking process, and the review and establishment of compensation policies and programs for NEOs. The Committee did not direct Meridian to perform its services in any particular manner or under any particular method, and all decisions with respect to the NEOs’ compensation are made by the Committee. The Committee has the final authority to retain and terminate the compensation consultant and evaluates the consultant annually. The Company has no relationship with Meridian (other than the relationship undertaken by the Committee) and, after consideration of NYSE listing standards pertaining to the independence of compensation consultants, the Committee determined that Meridian is independent. Meridian does not provide any additional services to the Company.

  19. Overview of Key 2023 Compensation Decisions and Results

    Overview of Key 2023 Compensation Decisions and Results For 2023, our NEOs’ annual total direct compensation consisted of a mix of base salary, annual cash bonuses, and long-term incentive awards consisting of performance-based restricted stock and time-based restricted stock. In April 2023, the Committee approved adjustments to our NEOs’ compensation programs as highlighted below:

  20. Overview of Key 2023 Compensation Decisions and Results

    | • | Approved the Company’s 2023 Bonus Plan, including consolidated pre-tax income (“Pre-Tax Income”) goals, consolidated total revenue (“Revenue”) goals, and target bonus levels for NEOs. Fiscal 2023 was the most profitable year in the Company’s history. The Company produced Pre-Tax Income of $66.3 million and total revenues of $486.1 million, resulting in a 2023 Bonus Plan payout of 59.7% of approved base bonus amounts. | | • | The Committee approved a grant of annual long-term incentive awards consisting of three-year performance-based restricted stock and time-based restricted stock for NEOs. The awards for the Chief Executive Officer were split between performance-based restricted stock (70% weighting) and time-based restricted stock (30% weighting). The awards for the other NEOs were split evenly between performance-based restricted stock and time-based restricted stock. Performance metrics for the long-term incentive awards were pre-established profitability growth (65% weighting) and revenue growth (35% weighting) targets for the 2023-2025 performance period. Prior to 2022, the Committee had structured some portion of NEOs’ long-term incentive awards to be based in cash. For 2022 and 2023, long-term incentive awards for all NEOs were granted in the form of equity in order to further align interests of the NEOs with interests of the stockholders and to reinforce NEO stock ownership. | | • | For our CEO, 59% of her total target compensation was performance-based compensation in the form of target cash bonus and performance-based restricted stock. |

  21. Overview of Key 2023 Compensation Decisions and Results

    | ✓ | Stock ownership guidelines for executives and Directors; | | ✓ | Incentive compensation recoupment, or “clawback”, provisions applicable to incentive-based compensation; | | ✓ | Payout caps on short- and long-term incentives; | | ✓ | Insider trading policy, including anti-pledging and anti-hedging provisions for executives and Directors; | | ✓ | No tax gross-up provisions on any compensation or severance events; | | ✓ | No cash severance above 2x base salary plus target bonus; | | ✓ | No executive perquisite benefits, beyond Company-paid long-term disability insurance; and | | ✓ | Use of an independent compensation consultant by the Committee. |

  22. Compensation Market Data and Benchmarking

    Compensation Market Data and Benchmarking In September 2022, the Committee’s compensation consultant reviewed the Company’s compensation peer group and developed recommendations for the February 2023 market study. The peer group review considered the following characteristics:

  23. Compensation Market Data and Benchmarking

    | • | industry; | | • | revenues; | | • | net income; | | • | market value; | | • | number of employees; and | | • | number of stores. |

  24. Compensation Market Data and Benchmarking

    As a result of the review, the Committee approved the use of the following 17 peer companies for the February 2023 market study (with no changes from the group used in 2022):

  25. Compensation Market Data and Benchmarking

    | American Outdoor Brands, Inc. | iMedia Brands, Inc. | Tilly’s, Inc. | | Blue Apron Holdings, Inc. | J.Jill, Inc. | Vera Bradley Inc. | | Citi Trends Inc. | Kirkland’s, Inc. | Vince Holding Corp. | | Delta Apparel, Inc. | The Marcus Corporation | Weyco Group, Inc. | | Duluth Holdings Inc. | Oxford Industries, Inc. | World Wrestling Entertainment, Inc. | | Funko, Inc. | Shake Shack Inc. | |

  26. Compensation Market Data and Benchmarking

    The Company competes with much larger companies for executive talent, but the Committee believes that the 2023 peer group is appropriate in most instances for compensation benchmarking purposes. In addition to the peer group information, Meridian also summarized market data for the Company’s ISS peer group and provided size-adjusted, retail survey market data from Equilar, Inc. In February 2023, the Committee reviewed a report from Meridian comparing each element of total direct compensation for the Company’s NEOs against market data. The Committee observed that our total target direct compensation levels for 2022 were within a reasonable range of the market 50th percentile for our executive team, which we strive to meet. In addition, the Committee noted that our NEOs’ total compensation was more heavily weighted to long-term incentives than NEOs in the peer group. Furthermore, 70% of our CEO’s target long-term incentive compensation (50% for our other NEOs) is performance-based, subject to the achievement of challenging pre-established performance goals. While market data is an important measuring tool, it is only one of four principal considerations under the Company’s compensation philosophy outlined above. We continue to emphasize performance-based pay.

  27. 2023 Bonus Plan

    2023 Bonus Plan The Committee approved a cash bonus plan in 2023 (the “2023 Bonus Plan”) for the NEOs, granting potential cash bonuses only if the Company achieved certain financial performance levels and strategic and operating goals. Thus, consistent with all four elements of its compensation philosophy, the Committee aligned the NEOs’ 2023 cash bonuses completely with the interests of our stockholders. On April 11, 2023, the Committee established the fiscal 2023 performance objectives for the range of bonuses to be paid to the Company’s NEOs and the target bonus awards expressed as a percentage of eligible base salary (“Base Bonus Payout”). The 2023 base bonus calculation for each NEO was determined by multiplying the Base Bonus Payout by the officer’s eligible base salary according to the following schedule (“Base Bonus Calculation”):

  28. 2023 Bonus Plan

    | Name | Base Bonus Payout | | Sharon John | 100% | | Jennifer Kretchmar | 50% | | J. Christopher Hurt | 50% |

  29. 2023 Bonus Plan

    The Committee established specific revenue and profitability targets. If the Company achieved at least the threshold Pre-Tax Income, NEOs would earn between 16.25% and 130% (the “Profitability Percentage of Base Bonus Calculation”) of the Base Bonus Calculation. If the Company achieved at least a specified Pre-Tax Income and achieved at least threshold total revenues, the NEOs would earn between 8.75% and 70% (the “Revenue Percentage of Base Bonus Calculation”) of the Base Bonus Calculation. Consolidated Pre-Tax Income and total revenues results that fell between any of the achievement levels set forth in the 2023 Bonus Plan would have been interpolated between the applicable achievement levels, in the sole discretion of the Committee. This discretion included the ability to increase or reduce the otherwise applicable Percentage of Base Bonus Calculation for each achievement level. The cash bonus, if any, to be paid to each respective NEO was calculated based on the Pre-Tax Income goals (65% weighting) is set forth in the table below.

  30. 2023 Bonus Plan

    | Achievement Level | 2023 Pre-Tax Income | Percentage of Base Bonus Calculation | | Threshold | $62,000,000 | 25% | | Target | 71,800,000 | 100% | | Maximum | 85,000,000 | 200% |

  31. 2023 Bonus Plan

    The cash bonus, if any, to be paid to each respective NEO was calculated based on the total revenues goals (35% weighting) is set forth in the table below.

  32. 2023 Bonus Plan

    | Achievement Level | 2022 Consolidated Total Revenues | Percentage of Base Bonus Calculation | | Threshold | $470,000,000 | 25% | | Target | 505,000,000 | 100% | | Maximum | 550,000,000 | 200% |

  33. 2023 Bonus Plan

    In fiscal 2023, the Company achieved record total revenue and profitability. The Company produced Pre-Tax Income of $66.3 million and total revenues of $486.1 million, resulting in a 2023 Bonus Plan payout of 59.7% of the Base Bonus Payout.

  34. 2023 Long-Term Incentive Program

    2023 Long-Term Incentive Program The objective of the Company’s long-term incentive program is to provide a long-term retention incentive for the NEOs and to align their interests directly with those of our stockholders by way of stock ownership and payouts based on the Company’s financial performance. In February and March 2023, the Committee reviewed a report of updated market data and industry compensation trends developed by Meridian. The Committee also reviewed the Company’s recent financial and share price performance and the availability of shares to grant under our 2020 Plan. In April 2023, utilizing this market data, the Committee determined the market value of the total long-term incentive program awards (“LTI Market Value”) for each NEO and approved a grant of annual long-term incentive awards consisting of three-year performance-based awards and time-based restricted stock for NEOs. The awards for the Chief Executive Officer were split between performance-based restricted stock (70% weighting) and time-based restricted stock (30% weighting). The awards for the other NEOs were split evenly between performance-based restricted stock and time-based restricted stock. Prior to 2022, the Committee had structured some portion of NEOs’ long-term incentive awards to be based in cash. For 2022 and 2023, long-term incentive awards for all NEOs were granted in the form of equity in order to further align interests of our NEOs with interests of our stockholders and to reinforce NEO stock ownership. The performance-based restricted stock awards will be earned if pre-established profitability and revenue goals are attained in fiscal 2023-2025. The design and mix were structured to maintain a strong emphasis on performance and to align with peer practices. In April 2023, the Committee approved the following 2023 long-term incentive awards to the NEOs:

  35. 2023 Long-Term Incentive Program

    | Name | Number of Shares of Time- Based Restricted Stock | Target Number of Shares of Three-Year Performance- Based Restricted Stock | | Sharon John | 16,365 | 38,182 | | Jennifer Kretchmar | 6,060 | 6,061 | | J. Christopher Hurt | 6,060 | 6,061 |

  36. 2023 Long-Term Incentive Program

    The target number of shares of three-year performance-based restricted stock awarded to the Chief Executive Officer was derived by dividing 70% of the Chief Executive Officer’s LTI Market Value by the closing sale price of the Company’s common stock on the NYSE on April 11, 2023 and rounding the resulting number to the closest whole number. The target number of shares of three-year performance-based restricted stock awarded to the other NEOs was derived by dividing 50% of his or her LTI Market Value by the closing sale price of the Company’s common stock on the NYSE on April 11, 2023 and rounding the resulting number to the closest whole number. The number of three-year performance-based restricted stock shares, if any, that will be earned by the NEOs will be calculated by multiplying the Target Number of Shares of Three-Year Performance-Based Restricted Stock noted in the table above by the Total Earned Percentage (defined below) based on the Company’s achievement of profitability and revenue goals for fiscal 2023, fiscal 2024 and fiscal 2025. The three-year performance-based restricted stock that is earned, if any, will vest on April 30, 2026 (except for Ms. Kretchmar’s awards, which were forfeited upon the termination of her employment at the end of fiscal 2023). The Committee established specific profitability and revenue growth objectives for fiscal 2023, 2024 and 2025 and assigned a weighting to each objective. Profitability will be measured by the Company’s achievement of established consolidated Pre-Tax Income growth rate goals, by meeting established compound annual growth rate targets (the “Profitability Growth Objective”). Revenue will be measured by the Company’s achievement of revenue growth, by meeting established compound annual growth rate targets, but only if a minimum established profitability growth rate is also attained (the “Revenue Growth Objective”). The Total Earned Percentage (“Total Earned Percentage”) of the performance-based stock awards will be determined by adding the percent of target number of shares for each performance objective based on the Company’s achievement level of each performance objective over the three-year period multiplied by the weighting assigned to each objective. For the three-year performance period, the Profitability Growth Objective will be weighted 65% and the Revenue Growth Objective will be weighted 35%. Consolidated financial results that fall between any of the established achievement levels will be interpolated between the applicable achievement levels.

  37. Fiscal 2023-2025 Percentage of Target Number of Performance-Based Restricted Shares Earned

    Fiscal 2023-2025 Percentage of Target Number of Performance-Based Restricted Shares Earned

  38. Fiscal 2023-2025 Percentage of Target Number of Performance-Based Restricted Shares Earned

    | Applicable Achievement Level | Percentage of Base Bonus Calculation | | Below Threshold | 0% | | Threshold | 25% | | Target | 100% | | Maximum | 200% |

  39. Fiscal 2023-2025 Percentage of Target Number of Performance-Based Restricted Shares Earned

    The number of shares of time-based restricted stock awarded to each NEO was derived by dividing 30% of the Chief Executive Officer’s LTI Market Value or, for the other NEOs, 50% of his or her LTI Market Value by the closing sale price of the Company’s common stock on the NYSE on April 11, 2023 and rounding the resulting number to the closest whole number that is divisible by three. The time-based restricted stock vests as follows: one-third on April 30, 2024, one third on April 30, 2025, and one-third on April 30, 2026 (except for Ms. Kretchmar’s awards, which were forfeited upon the termination of her employment at the end of fiscal 2023).

  40. Payout of Fiscal 2021-2023 Performance-Based Restricted Stock/Cash

    Payout of Fiscal 2021-2023 Performance-Based Restricted Stock/Cash In April 2021, the Committee approved the following 2021 long-term incentive awards to the NEOs:

  41. Payout of Fiscal 2021-2023 Performance-Based Restricted Stock/Cash

    | Name | Target Number of Shares of Three-Year Performance- Based Restricted Stock | Target Payout Amount of Three-Year Performance- Based Cash | | Sharon John | 53,095 | $437,500 | | Jennifer Kretchmar | ─ | $150,000 | | J. Christopher Hurt | ─ | $150,000 |

  42. Payout of Fiscal 2021-2023 Performance-Based Restricted Stock/Cash

    The number of 2021 Three-Year Performance-Based Restricted Stock shares that would have been earned by the Chief Executive Officer, if any, and the amount of Three-Year Performance-Based Cash that would have been earned by the NEOs, if any, was calculated by multiplying the target shares and target payout amount awarded as set forth above by the total earned percentage of the target shares or target cash, as applicable. The total earned percentage was determined by adding the percent of the target number of shares or target amount of cash earned for each of the performance objectives approved for the plan (based on the Company’s achievement level of each performance-objective over the three-year period), multiplied by the weighting assigned to each objective. In April 2024, the Committee determined that the NEOs earned 200% of the Target Number of Shares of Three-Year Performance-Based Restricted Stock/Three-Year Performance-Based Cash as set forth below based on the following performance outcomes:

  43. Payout of Fiscal 2021-2023 Performance-Based Restricted Stock/Cash

    | Metric | Weighting | Threshold | Target | Maximum | Actual Result | Payout | | Cumulative EBITDA* | 75% | $67.5 million | $78 million | $110 million | $216.5 million | 200% | | Revenue** | 25% | $1.1 billion | $1.16 billion | $1.22 billion | $1.37 billion | 200% |

  44. Payout of Fiscal 2021-2023 Performance-Based Restricted Stock/Cash

    *Earnings before interest, taxes, depreciation and amortization (“EBITDA”) **Note: The approved plan structure for the 2021-2023 award provided that revenue was measured by the Company’s achievement of revenue growth, by meeting the greater of established compound annual growth rate targets for total web demand sales and cumulative total revenue objectives. The table reflects the achievement of cumulative total revenue objectives, which were achieved above maximum levels. Accordingly, Ms. John earned 106,190 shares of 2021-2023 Three-Year Performance-Based Restricted Stock that will vest on April 30, 2024, and Three-Year Performance-Based Cash of $875,000 that will be paid in April 2024. Mr. Hurt earned Three-Year Performance-Based Cash of $300,000 that will be paid in April 2024. Although Ms. Kretchmar also earned Three-Year Performance-Based Cash of $300,000, in accordance with the program terms that award was forfeited upon the termination of her employment at the end of fiscal 2023 because she is no longer serving as an employee at the time of payment.

  45. 2023 SUMMARY COMPENSATION TABLE

    2023 SUMMARY COMPENSATION TABLE The following table sets forth information concerning the annual and long-term compensation for all services rendered in all capacities to the Company for the fiscal years ended February 3, 2024 and January 28, 2023.

  46. 2023 SUMMARY COMPENSATION TABLE

    | | | | | Non-Equity | | | | | | | Stock | Incentive Plan | All Other | | | Name and Principal | | Salary | Awards | Compensation | Compensation | Total | | Position | Year | ($) | ($)(2) | ($)(3) | ($)(4) | ($) | | Sharon John | 2023 | 764,800 | 1,350,038 | 1,331,547 | 149,495 | 3,595,880 | | President and Chief Executive Officer | 2022 | 756,885 | 1,250,002 | 1,808,697 | 5,494 | 3,821,078 | | Jennifer Kretchmar(1) | 2023 | 465,927 | 300,044 | 440,522 | 548,859 | 1,755,352 | | Chief Digital and Merchandising | 2022 | 448,015 | 299,983 | 563,347 | 5,208 | 1,316,553 | | Officer | | | | | | | | J. Christopher Hurt | 2023 | 460,781 | 300,044 | 438,970 | 62,802 | 1,262,597 | | Chief Operations and Experience Officer | 2022 | 443,069 | 299,983 | 559,390 | 5,205 | 1,307,647 |

  47. 2023 SUMMARY COMPENSATION TABLE

    | (1) Ms. Kretchmar’s employment was terminated by the Company without cause effective at the end of fiscal 2023 on February 3, 2024. | | (2) The amounts appearing in the Stock Awards column represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for restricted stock awards granted in fiscal 2023 and fiscal 2022. In fiscal 2023 and 2022, the grants consisted of both time-based restricted stock and performance-based restricted stock. Recipients of time-based restricted stock have the right to vote all unvested shares and accrue dividends with respect to such shares from the date of grant, provided that the dividends are paid upon vesting. Time-based restricted stock granted in fiscal 2023 and fiscal 2022 vests at the rate of one-third per year over three years, beginning on April 30 of the year following the year of grant. With respect to the performance-based restricted stock, each NEO does not have dividend or voting rights unless and until applicable performance criteria is satisfied and the awards vest. The fiscal 2023 performance-based restricted stock award will be earned based on profitability and revenue growth objectives for fiscal 2023, 2024 and 2025 as discussed in the “Executive Compensation Summary,” and if earned, will vest on April 30, 2026. The reported grant date fair value of all performance-based awards is based on assumed results at the target achievement level per the instructions to Item 402(c) of Regulation S-K. See Note 12 to the Company’s Consolidated Financial Statements filed as part of our Annual Report on Form 10-K for the year ended February 3, 2024 for a discussion of the assumptions used in the valuation of awards. The grant date fair value of the performance-based restricted stock awards granted in 2023 assuming that the maximum level of performance conditions is achieved were as follows: Ms. John—$1,890,000; Ms. Kretchmar—$300,000; and Mr. Hurt—$300,000. Upon termination of her employment and in line with the terms of the applicable restricted stock award agreements, Ms. Kretchmar forfeited the unvested and unearned portions of her 2022 restricted stock awards and all of her 2023 restricted stock awards. |

  48. 2023 SUMMARY COMPENSATION TABLE

    | (3) The amounts appearing in the Non-Equity Incentive Plan Compensation column for 2023 for each NEO represent the 2023 Bonus Plan payout and amounts earned under the 2021 long-term Three-Year Performance-Based Cash program based on the Company’s achievement of pre-established performance targets as discussed in the “Executive Compensation Summary.” Under the terms of the 2021 long-term Three-Year Performance-Based Cash program and upon termination of her employment, Ms. Kretchmar forfeited $300,000 of the amount listed that represents her amount earned under the 2021 cash program. Ms. Kretchmar retained the 2023 Bonus Plan payout pursuant to the terms of her employment agreement, memorialized by the Separation Agreement. |

  49. 2023 SUMMARY COMPENSATION TABLE

    | (4) “All Other Compensation” includes the Company’s contribution to the 401(k) plan and payment by the Company of long-term disability and life insurance premiums for the benefit of the NEOs and, for Ms. Kretchmar, severance payments accrued in fiscal 2023. For fiscal 2023, Company contributions to our 401(k) plan were as follows: Ms. John—$4,200; Ms. Kretchmar—$4,200; and Mr. Hurt—$4,200. For fiscal 2023, Company-paid premiums for long-term disability insurance were as follows: Ms. John—$780; Ms. Kretchmar—$720; and Mr. Hurt—$720. For fiscal 2023, Company-paid premiums for life insurance were as follows: Ms. John—$360; Ms. Kretchmar—$223; and Mr. Hurt—$220. For fiscal 2023, dividends credited with respect to restricted stock were as follows: Ms. John—$144,155; Ms. Kretchmar—$57,662; and Mr. Hurt—$57,662. A portion of these dividends were paid when some of the underlying restricted stock vested in fiscal 2023; for Ms. John and Mr. Hurt, the remainder will be paid when additional shares of the underlying restricted stock vests in fiscal 2024 and fiscal 2025 and for Ms. Kretchmar, the remainder was forfeited upon the termination of her employment in connection with forfeiture of the underlying unvested restricted stock. For fiscal 2023, accrued severance payments for Ms. Kretchmar were as follows: salary continuation—$470,800 and welfare benefit continuation—$15,254. |

  50. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END The following table discloses information regarding outstanding awards issued under the Company’s 2004 Incentive Plan, as it has been amended and restated, its 2017 Omnibus Incentive Plan and its 2020 Omnibus Incentive Plan, as it has been amended and restated, as of the fiscal year ended February 3, 2024.

  51. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | | Option Awards | | | | Stock Awards | | | | | | | | | | | | | Equity Incentive Plan Awards: Market | | | Number of Securities Underlying Unexercised Options | Number of Securities Underlying Unexercised Options | Option Exercise | Option | Number of Shares of Stock That Have Not | Market Value of Shares of Stock That | Equity Incentive Plan Awards: Number of Unearned Shares That Have Not | or Payout Value of Unearned Shares of Stock That Have Not | | | (#) | (#) | Price | Expiration | Vested | Vested | Vested | Vested | | Name | Exercisable | Unexercisable | ($) | Date | (#) | ($) | (#) | ($) | | Sharon John | | | | | 106,190(2) | 2,412,637(2) | | | | | | | | | | | 48,530(5) | 1,102,602(5) | | | | | | | | | 38,182(6) | 867,495(6) | | | | | | | 45,401(3) | 1,031,511(4) | | | | Jennifer Kretchmar(7) | - | - | | | | | 8,319(5) | 189,008(5) | | | | | | | | | 6,061(6) | 137,706(6) | | | | | | | 17,674(3) | 401,553(4) | | | | J. Christopher Hurt | 5,922(1) | - | 20.47 | 3/15/2025 | | | | | | | | | | | | | 8,319(5) | 189,008(5) | | | | | | | | | 6,061(6) | 137,706(6) | | | | | | | 17,674(3) | 401,553(4) | | |

  52. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | (1) These stock options vested at the rate of one-third per year over three years from March 15 of the year following the grant year. | | (2) The amounts reflect the actual number and payout value of performance-based restricted shares earned based on the achievement of pre-established performance targets for 2021, 2022 and 2023. The payout value is based on the closing price of $22.72 for the shares of common stock on February 2, 2024, the last trading day of fiscal 2023. Based on the Company’s achievement of revenue and profitability performance objectives for the 2021-2023 performance period, 200.0% of the target shares were earned and will vest on April 30, 2024. | | (3) The amounts represent the total number of time-based restricted shares that have not vested as of February 3, 2024. Time-based restricted stock granted on April 13, 2021 vests at the rate of one-third per year over three years from the date of grant beginning on April 30, 2022. The amounts of unvested time-based restricted stock held under the April 2021 award by our NEOs at February 3, 2024 are as follows: Ms. John—15,170; Ms. Kretchmar—6,068; and Mr. Hurt—6,068. Time-based restricted stock granted on April 12, 2022 vests at the rate of one-third per year over three years from the date of grant beginning on April 30, 2023. The amounts of unvested time-based restricted stock held under the April 2022 award by our NEOs at February 3, 2024 are as follows: Ms. John—13,866; Ms. Kretchmar—5,546; and Mr. Hurt—5,546. Time-based restricted stock granted on April 11, 2023 vests at the rate of one-third per year over three years from the date of grant beginning on April 30, 2024. The amounts of unvested time-based restricted stock held under the April 2023 award by our NEOs at February 3, 2024 are as follows: Ms. John—16,365; Ms. Kretchmar—6,060; and Mr. Hurt—6,060. | | (4) The amounts represent the aggregate market value of time-based restricted shares that have not vested as of February 3, 2024. The amounts reported are based on the closing price of $22.72 for the shares of common stock on February 2, 2024, the last trading day of fiscal 2023. | | (5) The amounts reflect the number and payout value of unearned performance-based restricted shares based on the assumed achievement of target profitability and revenue growth performance objectives for 2022, 2023 and 2024. The payout value is based on the closing price of $22.72 for the shares of common stock on February 2, 2024. If earned, the performance-based shares will vest on April 30, 2025. | | (6) The amounts reflect the number and payout value of unearned performance-based restricted shares based on the assumed achievement of the target profitability and revenue growth objectives for 2023, 2024 and 2025 as discussed in the “2023 Long-Term Incentive Program” section of the “Executive Compensation Summary”. The payout value is based on the closing price of $22.72 for the shares of common stock on February 2, 2024. If earned, the performance-based shares will vest on April 30, 2026. | | (7) Ms. Kretchmar forfeited all time and performance-based unvested shares of restricted stock upon the termination of her employment on February 3, 2024. |

  53. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL Our NEOs are eligible to receive certain benefits in the event of termination of such officer’s employment, including following a change-in-control. The following table presents potential payments to each of Ms. John and Mr. Hurt as if his or her employment had been terminated as of February 3, 2024, the last day of fiscal 2023. As discussed in “Executive Compensation Summary—Departure of Jennifer Kretchmar,” effective at the end of the Company’s fiscal year on February 3, 2024, the Company terminated the employment of Ms. Kretchmar. The amounts reported for Ms. Kretchmar below reflect the actual Severance Termination payments provided for in Ms. Kretchmar’s Separation Agreement, which align with the terms of her prior employment agreement. The termination benefits provided to our NEOs upon their voluntary termination of employment or retirement do not discriminate in scope, terms or operation in favor of our executive officers compared to the benefits offered to all salaried employees, so those benefits are not included in the table below. The amounts presented in the table are in addition to amounts each NEO earned or accrued prior to termination, such as the officer’s balances, if any, in our Nonqualified Deferred Compensation Plan, previously vested options and restricted stock, and accrued vacation.

  54. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | | | | | Continued | | | | | | Equity With | Perquisites | | | Name/Circumstance | Salary Continuation | Bonus(1) | Accelerated Vesting(2) | and Benefits(3) | Total | | Sharon John | | | | | | | Death | $- | $456,547 | $5,414,221 | $- | $5,870,769 | | Disability | - | 456,547 | 5,414,221 | - | 5,870,769 | | Severance Termination(4) | 764,800 | 456,547 | - | 21,893 | 1,243,241 | | Termination for Cause | - | - | - | - | - | | Involuntary Termination if Change in Control (5) | 1,529,600 | 456,547 | 5,414,221 | 21,893 | 7,422,262 | | Change in Control (no termination) | - | - | 5,414,221 | - | 5,414,221 | | Jennifer Kretchmar | | | | | | | Severance Termination(4) | 470,800 | 140,522 | - | 15,254 | 825,962 | | J. Christopher Hurt(6) | | | | | | | Death | - | 138,970 | 728,267 | - | 867,237 | | Disability | - | 138,970 | 728,267 | - | 867,237 | | Severance Termination(4) | 465,600 | 138,970 | - | 21,926 | 626,496 | | Termination for Cause | - | - | - | - | - | | Involuntary Termination if Change in Control (5) | 698,400 | 138,970 | 728,267 | 21,926 | 1,587,562 | | Change in Control (no termination) | - | - | 728,267 | - | 728,267 |

  55. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | (1) Where indicated, the Named Executive Officer is entitled to a prorated bonus based on the number of full calendar weeks during the applicable fiscal year during which the executive was employed. Amount shown is the actual 2023 Bonus Plan payout approved in April 2024 based on the Company’s 2023 performance. |

  56. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | (2) The amounts appearing in this column represent the aggregate market value of time-based restricted shares and performance-based restricted shares, the vesting of which would have been accelerated, each based on the closing price of $22.72 for the shares of common stock on February 2, 2024, the last trading date of fiscal 2023. | | (3) The Company will pay each Named Executive Officer a lump sum payment equivalent to 18 months of the Company-paid portion of health, dental and vision coverage. |

  57. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | (4) Severance Termination would occur if the Company terminated the executive without cause or if the executive terminated his or her employment for good reason prior to a change in control or following a date which is 24 months after a change in control, as each term is defined in the applicable employment agreement. Upon a termination in this case, each Named Executive Officer is entitled to salary continuation for 12 months. | | (5) If a Named Executive Officer’s employment is terminated during the 24-month period following a change in control, we are obligated to (i) in the case of Ms. John, continue her base salary for 24 months and pay her target bonus amount for the fiscal year in which the termination occurs, and (ii) in the case of Mr. Hurt, continue his base salary for 18 months and pay an amount equal to Mr. Hurt’s target bonus prorated for the year of termination. | | (6) Mr. Hurt also participates in the Build-A-Bear Workshop, Inc. Nonqualified Deferred Compensation Plan (the “Nonqualified Plan”). The vested balance credited to his notional account under the Nonqualified Plan as of the last day of the fiscal year was $132,909. His vested account balance will be distributed upon his termination of employment or, if elected and earlier, his attainment of age 65 or a designated date. Payment may be accelerated due to Mr. Hurt’s disability or the consummation of a change in control (as defined in the Nonqualified Plan). As elected by Mr. Hurt in accordance with the Nonqualified Plan terms, payment will be made in a single lump sum. |

  58. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between “compensation actually paid” to our CEO and to Ms. Kretchmar and Mr. Hurt (our “Non-CEO NEOs”) and certain financial performance of the Company. Compensation actually paid, as determined under SEC requirements, does not reflect the actual amount of compensation earned by or paid to our executive officers during a covered year. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the “Executive Compensation Summary” section of this proxy statement.

  59. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total For CEO(1) ($) | Compensation Actually Paid to CEO(2) ($) | Average Summary Compensation Table Total for Non-CEO NEOs(3) ($) | Average Compensation Actually Paid To Non-CEO NEOs(2) ($) | Value of Fixed $100 Investment Based on Total Shareholder Return(4) ($) | Net Income (Loss) ($ millions) | | 2023 | 3,595,880 | 2,142,297 | 1,508,975(5) | 1,299,378(5) | 602 | 52.8 | | 2022 | 3,821,078 | 7,866,045 | 1,312,100 | 1,677,718 | 601 | 48.0 | | 2021 | 3,228,539 | 11,377,602 | 1,236,035 | 2,267,001 | 439 | 47.3 | | 2020 | 1,946,150 | 2,043,151 | 897,349 | 1,169,323 | 133 | (23.0) |

  60. PAY VERSUS PERFORMANCE

    | (1) Ms. John served as the Company’s President and Chief Executive Officer for each year shown. |

  61. PAY VERSUS PERFORMANCE

    | (2) Amounts reported in this column are based on total compensation reported for our CEO and average total compensation reported for our Non-CEO NEOs in the Summary Compensation Table (“SCT”) for the indicated fiscal years and adjusted as shown in the table below to determine the compensation actually paid as calculated in accordance with the requirements of Item 402(v) of Regulation S-K. The fair value of equity awards was computed in accordance with the Company’s methodology used for financial reporting purposes. |

  62. PAY VERSUS PERFORMANCE

    | Position | Year | SCT Total Compensation (i) ($) | Minus SCT Equity Awards Total (ii) ($) | Plus Fair Value of Current Year Equity Awards Unvested at Year End (iii) (iv) ($) | Plus Change in Fair Value of Unvested Prior Year Equity Awards (iv) (v) ($) | Plus Change in Fair Value of Equity Awards Vested in Current Year (vi) ($) | Equals Compensation Actually Paid ($) | | | 2023 | 3,595,880 | 1,350,038 | 615,579 | (448,215) | (270,909) | 2,142,297 | | CEO | 2022 | 3,821,078 | 1,250,002 | 1,703,128 | 3,300,766 | 291,075 | 7,866,045 | | | 2021 | 3,228,539 | 812,505 | 2,628,961 | 5,455,036 | 877,571 | 11,377,602 | | | 2020 | 1,946,150 | 955,299 | 1,796,586 | (509,303) | (234,982) | 2,043,151 | | Non- | 2023 | 1,508,975 | 300,044 | 176,379 | (60,177) | (25,754) | 1,299,378 | | CEO | 2022 | 1,312,100 | 299,983 | 406,798 | 205,726 | 53,077 | 1,677,718 | | NEOs | 2021 | 1,236,035 | 150,001 | 315,475 | 526,052 | 339,439 | 2,267,001 | | | 2020 | 897,349 | 234,057 | 532,602 | 33,805 | (60,376) | 1,169,323 |

  63. PAY VERSUS PERFORMANCE

    | (i) | Includes dividends accrued on unvested time-based restricted stock awards. | | (ii) | For the CEO, represents the total of the amounts reported in the “Stock Awards” column of the SCT and for the Non-CEO NEOs, represents the average total of the amounts reported in the “Stock Awards” column of the SCT, as the grant date fair value of equity awards granted in the applicable year. | | (iii) | For the CEO, represents the total fair value and for the Non-CEO NEOs, represents the average total fair value as of the end of the applicable year of awards granted during the applicable year that remain unvested as of the end of the fiscal year. | | (iv) | Fair value of performance-based restricted stock with unsatisfied performance conditions as of the applicable measurement date also reflects the probable outcome of the applicable performance conditions as of that date. | | (v) | Changes in fair value are measured by comparing fair value as of the end of the applicable year to the fair value as of the end of the prior year. | | (vi) | Changes in fair value are measured by comparing fair value at vesting to the fair value as of the end of the prior year. |

  64. PAY VERSUS PERFORMANCE

    | (3) The Non-CEO NEOs for the applicable periods were Ms. Kretchmar and Mr. Hurt. | | (4) Total Stockholder Return (“TSR”) represents the cumulative TSR for the Company’s common stock over a four-year period beginning on February 1, 2020 and ending on February 3, 2024. | | (5) The amounts reported in these columns for fiscal 2023 reflect payments accrued to Ms. Kretchmar pursuant to the terms of her Separation Agreement entered into in connection with termination of her employment. See the “Executive Compensation Summary—Departure of Jennifer Kretchmar” section of this proxy statement for a description of these payments |

  65. PAY VERSUS PERFORMANCE

    The charts below describe the relationship between compensation actually paid (“CAP”) to our CEO and to our Non-CEO NEOs (as calculated above) and our TSR and financial performance as measured by our reported Net Income for the indicated years.