DEF 14A of Build-A-Bear Workshop Inc, May 2, 2025

DEF 14A of Build-A-Bear Workshop Inc

Filed May 2, 2025 · FY20240001437749-25-014189

Open on EDGAR

  1. PROPOSAL NO. 1. ELECTION OF DIRECTORS

    PROPOSAL NO. 1. ELECTION OF DIRECTORS The Company's Board of Directors presently has seven members, divided into three classes which as nearly as possible 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. Robert L. Dixon, Jr., Richard Johnson 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. George Carrara and Sharon John are Class II Directors, and their terms will expire at the 2027 Annual Meeting. Robert L. Dixon, Jr. announced that he will not stand for reelection and will retire from the Board of Directors when his current term expires at the 2025 Annual Meeting, at which time the size of the Board of Directors will be reduced to six members. 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. 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 III Directors, Messrs. Johnson and Leavitt, to be re-elected to serve until the 2028 Annual Meeting of stockholders or until their successors are duly elected and qualified. Mr. Johnson was appointed to our Board of Directors in March 2025 following an comprehensive search for director candidates during which the Nominating and Corporate Governance Committee was assisted by an executive search consulting firm. Mr. Leavitt has served on our Board of Directors since 2018.

  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 16, 2025. 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 III Directors — Terms Expiring in 2025 and Standing for Re-Election | | | | Richard Johnson, 67, was appointed to our Board of Directors on March 5, 2025. Mr. Johnson retired as Chief Executive Officer and President of Foot Locker, Inc., a leading publicly held global athletic footwear and apparel retailer (“Foot Locker”), in September 2022. He continued to serve as Executive Chairman of the Board of Foot Locker until January 2023. Mr. Johnson had served as CEO and President of Foot Locker since December 2014, and as Chairman of the Board since May 2016. Prior to becoming CEO and President, he served in a variety of other leadership roles across the globe with Foot Locker. Earlier in his career, Mr. Johnson was a transportation economics manager at Graebel Van Lines, Inc. and he worked for Electronic Data Systems, an IT services company, as a systems engineer. Mr. Johnson currently serves on the Board of Directors of H&R Block, Inc., a publicly traded tax preparation company, and Graebel Companies, Inc., a private company and global leader in mobility services. He served as the Chairman of the Board of Directors of the Retail Industry Leaders Association and on the Board of Directors of The Footwear Distributors and Retailers of America. Mr. Johnson currently serves on the Chancellor’s National Leadership Council at the University of Wisconsin, Eau Claire, and previously served as a Save the Children Trustee and representative on the Save the Children – Head Start Board. Mr. Johnson received a Bachelor of Arts degree in Business Administration and Accountancy from the University of Wisconsin, Eau Claire. During his career, including service as the Chief Executive Officer of Foot Locker, Mr. Johnson gained extensive knowledge of both brick and mortar and digital/dot.com retail operations, and he developed significant leadership, operations, financial management, and enterprise risk management experience. Mr. Johnson qualifies as an “audit committee financial expert” as such term is defined under applicable SEC rules. 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, 64, 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 HDS Global, a grocery and general merchandise e-commerce delivery service. Until recently, Mr. Leavitt served on the Board of Directors of Gildan Activewear, Inc., a publicly traded manufacturer of apparel; Mattress Firm, Inc., an omni-channel mattress specialty retailer; 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. |

  5. DIRECTORS

    | 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 III Directors — Terms Expiring in 2025 and Not Standing for Re-Election | | | | Robert L. Dixon, Jr., 69, 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. |

  7. DIRECTORS

    | Class I Directors — Terms Expiring in 2026 | | | | Narayan Iyengar, 50, 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 privately held 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, 63, 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. Currently, she is the founder and CEO of Unlock Inspiration, a leadership development and executive coaching LLC. 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. |

  8. DIRECTORS

    | Class II Directors — Terms Expiring in 2027 | | | | George Carrara, 56, 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. In early 2024, George co-founded k4 Partners LLC, for the purpose of identifying, acquiring and scaling a fashion brand and, to date, has performed due diligence on several targets. Additionally, between summer 2022 and spring of 2024 George served on the advisory board of Zliide Technologies ApS, a privately owned provider of retail self-checkout and instant omni- inventory systems. He also recently served as a strategic advisor to Stigmi Learning, an on-demand secondary school tutoring platform in the start-up phase. 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, 61, 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. |

  9. 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 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. |

  10. 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 1, 2025. 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 2024. Mr. Johnson was appointed to the Company’s Board in fiscal 2025 and, as discussed above, Ms. Clark was not paid any compensation for serving as a Director Emeritus in fiscal 2024.

  11. BOARD OF DIRECTORS COMPENSATION

    | | Fees | | | | | | Earned or | Stock | All Other | | | | Paid in | Awards | Compensation | | | Name: | Cash($)(1) | ($)(2) | ($)(3) | Total ($) | | Craig Leavitt | $89,000 | $120,000 | $3,875 | $212,875 | | George Carrara | 70,000 | 90,000 | 2,906 | 162,906 | | Robert L. Dixon, Jr. | 62,000 | 90,000 | 2,906 | 154,906 | | Narayan Iyengar | 50,000 | 90,000 | 2,906 | 142,906 | | Lesli Rotenberg | 50,000 | 90,000 | 2,906 | 142,906 |

  12. 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. | | (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 2024, each of which vests in full on June 13, 2025 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 2024 Annual Meeting for service during the following year. In June 2024, Mr. Leavitt received a grant of 4,598 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 3,448 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 2024, February 1, 2025, 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 1, 2025 for a discussion of the assumptions used in the valuation of awards. |

  13. BOARD OF DIRECTORS COMPENSATION

    | (3) Amounts shown reflect dividends credited in fiscal 2024 with respect to restricted stock. A portion of these dividends were paid when certain shares of underlying restricted stock vested in fiscal 2024 and the remainder will be paid when additional shares of the underlying restricted stock vest in fiscal 2025. |

  14. Director Compensation Policies

    Director Compensation Policies The Compensation and Human Capital 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 “Compensation Discussion and Analysis” section of this proxy statement. Based on Meridian’s conclusion that the Company’s independent Director total compensation was at approximately the 50th percentile relative to the peer group, the annual Board retainer and the value of the annual Board restricted stock award, as well as the Non-Executive Chairman’s annual retainer and restricted stock award and the committee chair cash retainers were left unchanged for fiscal 2024. These amounts are reflected in the table below.

  15. 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 Human Capital 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 |

  16. 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. |

  17. 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—Compensation Discussion and Analysis—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.

  18. 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. |

  19. Role of Committee Consultants

    Role of Committee Consultants For 2024, 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.

  20. Overview of Key 2024 Compensation Decisions and Results

    Overview of Key 2024 Compensation Decisions and Results For 2024, 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 2024, the Committee approved adjustments to our NEOs’ compensation programs as highlighted below:

  21. Overview of Key 2024 Compensation Decisions and Results

    | • | Increased base salaries for each of the NEOs (except for Mr. Henderson) by 3%. | | • | Approved the Company’s 2024 Bonus Plan, including consolidated earnings before interest, taxes, depreciation and amortization (“EBITDA”) goals, consolidated total revenue goals, and target bonus levels for NEOs. | | • | 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 (except for Mr. Henderson). 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 (65% weighting) and revenue (35% weighting) targets for the 2024-2026 performance period. | | • | 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. |

  22. Overview of Key 2024 Compensation Decisions and Results

    | ✓ | Payout caps on short- and long-term incentives; |

  23. Overview of Key 2024 Compensation Decisions and Results

    | ✓ | No tax gross-up provisions on any compensation or severance events; |

  24. Overview of Key 2024 Compensation Decisions and Results

    | ✓ | No cash severance above 2x base salary plus target bonus; |

  25. Overview of Key 2024 Compensation Decisions and Results

    | ✓ | “Double trigger” of long-term incentive compensation vesting due to change of control generally only if change of control results in termination of employment; | | ✓ | No dividends paid on unearned long-term incentive compensation; | | ✓ | No executive perquisite benefits, beyond Company-paid long-term disability insurance; and |

  26. Overview of Key 2024 Compensation Decisions and Results

    | ✓ | Use of an independent compensation consultant by the Committee. |

  27. Overview of Key 2024 Compensation Decisions and Results

    In April 2025, the Committee reviewed the Company’s performance against pre-established goals in the 2024 Bonus Plan and the 2022-2024 long-term incentive program, noted that the Company had achieved four consecutive years of record results, and determined that the NEOs earned 2024 Bonus Plan awards at 85.8% of target and 2022-2024 long-term incentive program awards at 84.1% of target.

  28. Compensation Market Data and Benchmarking

    Compensation Market Data and Benchmarking In September 2023, the Committee’s compensation consultant reviewed the Company’s compensation peer group and developed recommendations for the February 2024 market study. The peer group review considered the following characteristics:

  29. Compensation Market Data and Benchmarking

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

  30. Compensation Market Data and Benchmarking

    As a result of the review, the Committee approved the use of the following 15 peer companies for the February 2024 market study:

  31. Compensation Market Data and Benchmarking

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

  32. Compensation Market Data and Benchmarking

    During its review in September, the Committee removed iMedia Brands, Inc. (due to bankruptcy) and World Wrestling Entertainment, Inc. (due to its go-private transaction) from the peer group. The Company competes with much larger companies for executive talent, but the Committee believes that the 2024 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 2024, 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 2023 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.

  33. 2024 Base Salary

    | • | competitive market information regarding salaries; | | • | the importance of retaining the individual along with the competitiveness of the market for the individual executive’s talent and services; and |

  34. 2024 Bonus Plan

    2024 Bonus Plan The Committee approved a cash bonus plan in 2024 (the “2024 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’ 2024 cash bonuses completely with the interests of our stockholders. On April 16, 2024, the Committee established the fiscal 2024 performance objectives for the range of bonuses to be paid to the Company’s NEOs and the target bonus awards (except for Mr. Henderson) expressed as a percentage of eligible base salary (“Base Bonus Payout”). The 2024 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”):

  35. 2024 Bonus Plan

    | Name | Base Bonus Payout | | Sharon John | 100% | | J. Christopher Hurt | 50% | | Voin Todorovic | 50% | | Eric Fencl | 50% |

  36. 2024 Bonus Plan

    When Mr. Henderson was appointed Chief Revenue Officer, effective September 16, 2024, his 2024 Base Bonus Payout was set at 50% and, in anticipation of the significant impact he would have on the Company’s financial performance for the remainder of the year, his eligible base salary for the 2024 Bonus Plan calculation was determined to be his $475,000 annual salary rate and was not prorated for the portion of the fiscal year in which he served as an executive. The Committee established specific revenue and profitability targets. If the Company achieved at least the threshold consolidated EBITDA, 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 consolidated EBITDA and achieved at least threshold consolidated total revenues, the NEOs would earn between 8.75% and 70% (the “Revenue Percentage of Base Bonus Calculation”) of the Base Bonus Calculation. Consolidated EBITDA and consolidated total revenues results that fell between any of the achievement levels set forth in the 2024 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 total amount earned cannot exceed 200% of a NEO’s Base Bonus Calculation. The cash bonus, if any, to be paid to each respective NEO was calculated based on the consolidated EBITDA goals (65% weighting) is set forth in the table below.

  37. 2024 Bonus Plan

    | Achievement Level | 2024 Consolidated EBITDA | Profitability Percentage of Base Bonus Calculation | | Threshold | $76,800,000 | 25% | | Target | 80,800,000 | 100% | | Maximum | 86,800,000 | 200% |

  38. 2024 Bonus Plan

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

  39. 2024 Bonus Plan

    | Achievement Level | 2024 Consolidated Total Revenues | Revenue Percentage of Base Bonus Calculation | | Threshold | $485,000,000 | 25% | | Target | 515,000,000 | 100% | | Maximum | 540,000,000 | 200% |

  40. 2024 Bonus Plan

    In fiscal 2024, the Company achieved its fourth consecutive year of record results and produced consolidated EBITDA of $81.1 million and consolidated total revenues of $496.4 million, resulting in a 2024 Bonus Plan payout of 85.8% of the Base Bonus Payout, which is reflected in the amounts reported in the Summary Compensation Table. The Summary Compensation Table also reflects a $25,000 signing bonus granted to Mr. Henderson at the time of his hiring.

  41. 2024 Long-Term Incentive Program

    2024 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 2024, 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 Omnibus Incentive Plan. In April 2024, utilizing this market data and other information, the Committee determined the market value of the total long-term incentive program awards (“LTI Market Value”) for each NEO (except for Mr. Henderson) 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. The performance-based restricted stock awards will be earned if pre-established profitability and revenue goals are attained in fiscal 2024-2026. The Company made 2024 long-term incentive awards in the form of restricted stock as a reward and retention mechanism. The design and mix of time- and performance-based awards were structured to maintain a strong emphasis on performance and to align with peer practices. In April 2024, the Committee approved the following 2024 long-term incentive awards to the NEOs:

  42. 2024 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 | 14,727 | 34,364 | | J. Christopher Hurt | 6,363 | 6,364 | | Voin Todorovic | 6,363 | 6,364 | | Eric Fencl | 6,363 | 6,364 |

  43. 2024 Long-Term Incentive Program

    When Mr. Henderson was appointed Chief Revenue Officer, effective September 16, 2024, the Committee approved the following 2024 long-term incentive awards:

  44. 2024 Long-Term Incentive Program

    | Name | Number of Shares of Time- Based Restricted Stock | Target Number of Shares of Three-Year Performance- Based Restricted Stock | | David Henderson | 2,163 | 2,163 |

  45. 2024 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 16, 2024 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 (except for Mr. Henderson) was derived by dividing 50% of his LTI Market Value by the closing sale price of the Company’s common stock on the NYSE on April 16, 2024 and rounding the resulting number to the closest whole number. When Mr. Henderson was appointed Chief Revenue Officer, effective September 16, 2024, the Committee determined the LTI Market Value for his position and approved a grant of an annual long-term incentive award consisting of three-year performance-based awards and time-based restricted stock, each prorated for the portion of the fiscal year in which he served as an executive. The target number of shares of three-year performance-based restricted stock awarded to Mr. Henderson was derived by dividing 50% of his prorated LTI Market Value by the closing sale price of the Company’s common stock on the NYSE on September 16, 2024 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 tables above by the Total Earned Percentage (defined below) based on the Company’s achievement of profitability and revenue goals for fiscal 2024, fiscal 2025 and fiscal 2026. The three-year performance-based restricted stock that is earned, if any, will vest on April 30, 2027. The Committee established specific profitability and revenue objectives for fiscal 2024, 2025 and 2026 and assigned a weighting to each objective. Profitability will be measured by the Company’s achievement of established cumulative consolidated EBITDA goals (the “Profitability Objective”). Revenue will be measured by the Company’s achievement of cumulative consolidated total revenues (the “Revenue 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 Objective will be weighted 65% and the Revenue 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.

  46. Fiscal 2024-2026 Percentage of Target Number of Performance-Based Restricted Shares Earned

    Fiscal 2024-2026 Percentage of Target Number of Performance-Based Restricted Shares Earned

  47. Fiscal 2024-2026 Percentage of Target Number of Performance-Based Restricted Shares Earned

    | Applicable Achievement Level | Percentage of Target Number of Shares of Three-Year Performance-Based Restricted Stock | | Below Threshold | 0% | | Threshold | 25% | | Target | 100% | | Maximum | 200% |

  48. Fiscal 2024-2026 Percentage of Target Number of Performance-Based Restricted Shares Earned

    The number of shares of time-based restricted stock awarded to each NEO (except for Mr. Henderson) was derived by dividing 30% of the Chief Executive Officer’s LTI Market Value or, for the other NEOs, 50% of his LTI Market Value by the closing sale price of the Company’s common stock on the NYSE on April 16, 2024 and rounding the resulting number to the closest whole number that is divisible by three. The number of shares of time-based restricted stock awarded to Mr. Henderson was derived by dividing 50% of his prorated LTI Market Value by the closing sale price of the Company’s common stock on the NYSE on September 16, 2024 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, 2025, one third on April 30, 2026, and one-third on April 30, 2027.

  49. Payout of Fiscal 2022-2024 Performance-Based Restricted Stock

    Payout of Fiscal 2022-2024 Performance-Based Restricted Stock In April 2022, the Committee approved long-term incentive awards to all NEOs (except Mr. Henderson), consisting of both time- and performance-based restricted stock. The following 2022 three-year performance-based awards were as follows:

  50. Payout of Fiscal 2022-2024 Performance-Based Restricted Stock

    | Name | Target Number of Shares of Three-Year Performance- Based Restricted Stock | | Sharon John | 48,530 | | J. Christopher Hurt | 8,319 | | Voin Todorovic | 8,319 | | Eric Fencl | 7,626 |

  51. Payout of Fiscal 2022-2024 Performance-Based Restricted Stock

    The number of shares of the 2022 three-year performance-based restricted stock that would have been earned by the NEOs, if any, was calculated by multiplying the target shares awarded as set forth above by the total earned percentage of the target shares. The total earned percentage was determined by adding the percent of the target number of shares 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 2025, the Committee determined that the NEOs earned 84.1% of the Target Number of Shares of Three-Year Performance-Based Restricted Stock as set forth below based on the following performance outcomes:

  52. Payout of Fiscal 2022-2024 Performance-Based Restricted Stock

    | Metric | Weighting | Threshold | Target | Maximum | Actual Result | Payout | | 2022-2024 EBITDA Compound Annual Growth Rate (CAGR) | 75% | 7% | 10% | 15% | 9.0% | 75% | | 2022-2024 Total Revenue CAGR | 25% | 3% | 6% | 10% | 6.5% | 111% |

  53. Payout of Fiscal 2022-2024 Performance-Based Restricted Stock

    Accordingly, Ms. John earned 40,814 shares of 2022-2024 three-year performance-based restricted stock that vested on April 30, 2025. Messrs. Hurt, Todorovic and Fencl each earned 6,997, 6,997 and 6,414 shares of 2022-2024 three-year performance-based restricted stock, respectively, that vested in full on April 30, 2025.

  54. Equity Grant Timing

    Equity Grant Timing The Company has not granted stock options to any grantees since 2018; however, it is our policy not to time any grants of equity awards in relation to the release of material non-public information.

  55. Accounting Considerations

    Accounting Considerations The Committee has taken certain accounting rules and consequences into consideration when determining the type of equity awards that executive officers should receive as part of the Company’s long-term incentive plan component of compensation packages. The vesting of a portion of restricted stock grants made to the Company’s executive officers and employees and the associated Financial Accounting Standards Board’s Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”) expense recognition is tied to the passage of time rather than conditioned upon fulfillment of certain performance targets.

  56. FISCAL 2024 SUMMARY COMPENSATION TABLE

    FISCAL 2024 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 1, 2025, February 3, 2024 and January 28, 2023.

  57. FISCAL 2024 SUMMARY COMPENSATION TABLE

    | | | | | | Non-Equity | | | | | | | | Stock | Incentive Plan | All Other | | | Name and Principal | | Salary | Bonus | Awards | Compensation | Compensation | Total | | Position | Year | ($) | ($) | ($)(3) | ($)(4) | ($)(5) | ($) | | Sharon John | 2024 | 811,312 | - | 1,350,003 | 670,544 | 44,404 | 2,876,263 | | President and Chief | 2023 | 764,800 | - | 1,350,038 | 1,331,547 | 170,695 | 3,617,080 | | Executive Officer | 2022 | 756,885 | - | 1,250,002 | 1,808,697 | 7,819 | 3,823,403 | | J. Christopher Hurt | 2024 | 493,829 | - | 349,993 | 204,128 | 26,221 | 1,074,171 | | Chief Operations Officer | 2023 | 460,781 | - | 300,044 | 438,970 | 84,002 | 1,283,797 | | | 2022 | 443,069 | - | 299,983 | 559,390 | 7,157 | 1,309,599 | | Voin Todorovic | 2024 | 493,814 | - | 349,993 | 204,085 | 26,216 | 1,074,108 | | Chief Financial Officer | 2023 | 455,161 | - | 300,044 | 438,940 | 84,000 | 1,278,145 | | | 2022 | 416,654 | - | 299,983 | 543,085 | 7,514 | 1,267,236 | | Eric Fencl | 2024 | 398,960 | - | 349,993 | 164,887 | 25,541 | 939,381 | | Chief Administrative Officer, General Counsel | 2023 | 372,216 | - | 275,022 | 387,256 | 79,155 | 1,113,649 | | and Secretary | 2022 | 353,969 | - | 274,994 | 474,155 | 7,467 | 1,110,585 | | David Henderson(1) | 2024 | 173,919 | 25,000(2) | 132,722 | 203,656 | 13,119 | 548,416 | | Chief Revenue Officer | | | | | | | |

  58. FISCAL 2024 SUMMARY COMPENSATION TABLE

    | (1) Mr. Henderson’s employment with the Company commenced September 16, 2024. | | (2) Represents a signing bonus paid to Mr. Henderson in connection with the commencement of his employment with the Company. | | (3) 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 2024, fiscal 2023 and fiscal 2022. In fiscal 2024, 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 2024, 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 2024 performance-based restricted stock award will be earned based on cumulative profitability and cumulative revenue objectives for fiscal 2024, 2025 and 2026 as discussed in the “Compensation Discussion and Analysis,” and if earned, will vest on April 30, 2027. 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 1, 2025 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 2024 assuming that the maximum level of performance conditions is achieved were as follows: Ms. John—$1,890,000; Mr. Hurt—$350,000; Mr. Todorovic—$350,000; Mr. Fencl—$350,000; and Mr. Henderson—$132,692. |

  59. FISCAL 2024 SUMMARY COMPENSATION TABLE

    | (4) The amounts appearing in the Non-Equity Incentive Plan Compensation column for 2024 for each NEO represent the 2024 Bonus Plan payout based on the Company’s achievement of pre-established performance targets as discussed in the “Compensation Discussion and Analysis.” |

  60. FISCAL 2024 SUMMARY COMPENSATION TABLE

    | (5) “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. For fiscal 2024, Company contributions to our 401(k) plan were as follows: Ms. John—$13,800; Mr. Hurt—$13,800; Mr. Todorovic—$13,800; and Mr. Fencl—$13,800. Reported amounts reflect corrections made to 401(k) matching contributions in fiscal 2022 and fiscal 2023. For fiscal 2024, Company-paid premiums for long-term disability insurance were as follows: Ms. John—$1,636; Mr. Hurt—$741; Mr. Todorovic—$741; Mr. Fencl—$741; and Mr. Henderson—$192. For fiscal 2024, Company-paid premiums for life insurance were as follows: Ms. John—$346; Mr. Hurt—$239; Mr. Todorovic—$235; Mr. Fencl—$193; and Mr. Henderson—$61. For fiscal 2024, dividends credited with respect to restricted stock were as follows: Ms. John—$28,622; Mr. Hurt—$11,440; Mr. Todorovic—$11,440; Mr. Fencl—$10,806 and Mr. Henderson—$865. A portion of these dividends were paid when some of the underlying restricted stock vested in fiscal 2024, and the remainder will be paid when additional shares of the underlying restricted stock vest in fiscal 2025, fiscal 2026 and fiscal 2027. In fiscal 2024, Mr. Henderson received relocation assistance of $12,000. |

  61. FISCAL 2024 GRANTS OF PLAN-BASED AWARDS

    FISCAL 2024 GRANTS OF PLAN-BASED AWARDS The following table sets forth certain information with respect to plan-based awards granted to each of our Named Executive Officers during the fiscal year ended February 1, 2025. All awards were granted pursuant to the Company’s 2020 Omnibus Incentive Plan, as it has been amended and restated.

  62. FISCAL 2024 GRANTS OF PLAN-BASED AWARDS

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock | Grant Date Fair Value | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | or Units | of Stock | | Name | Grant Date | ($) | ($) | ($) | (#) | (#) | (#) | (#) | Awards | | Sharon John | 4/16/24 (1) | $167,696 | 781,975 | 1,563,500 | | | | | | | | 4/16/24 (2) | | | | 8,591 | 34,364 | 68,728 | | 945,010 | | | 4/16/24 (3) | | | | | | | 14,727 | 404,993 | | J. Christopher Hurt | 4/16/24 (1) | 51,032 | 238,050 | 476,100 | | | | | | | | 4/16/24 (2) | | | | 1,591 | 6,364 | 12,728 | | 175,010 | | | 4/16/24 (3) | | | | | | | 6,363 | 174,983 | | Voin Todorovic | 4/16/24 (1) | 51,021 | 238,000 | 476,000 | | | | | | | | 4/16/24 (2) | | | | 1,591 | 6,364 | 12,728 | | 175,010 | | | 4/16/24 (3) | | | | | | | 6,363 | 174,983 | | Eric Fencl | 4/16/24 (1) | 41,222 | 192,288 | 384,575 | | | | | | | | 4/16/24 (2) | | | | 1,591 | 6,364 | 12,728 | | 175,010 | | | 4/16/24 (3) | | | | | | | 6,363 | 174,983 | | David Henderson | 9/16/24 (1) | 50,914 | 237,500 | 475,000 | | | | | | | | 9/16/24 (2) | | | | 541 | 2,163 | 4,326 | | 66,361 | | | 9/16/24 (3) | | | | | | | 2,163 | 66,361 |

  63. FISCAL 2024 GRANTS OF PLAN-BASED AWARDS

    | (1) The amounts disclosed represent the range of possible cash payouts for fiscal 2024 awards under the 2024 Bonus Plan. This chart reflects the threshold, target and maximum bonus amounts payable under the 2024 Bonus Plan if pre-established financial targets would have been met. The amounts listed above were calculated based on the threshold, target, and maximum percentages as a percentage of the NEO’s 2024 base salary. Payout under the 2024 Bonus Plan and the calculation of earned awards based on fiscal 2024 achievement levels are discussed in detail in the “Compensation Discussion and Analysis” section of this proxy statement. | | (2) These restricted stock awards are performance-based, and shares earned, if any, will vest on April 30, 2027 to the extent the Company achieves pre-established cumulative EBITDA and cumulative total revenues objectives for 2024, 2025 and 2026, as discussed in the “Compensation Discussion and Analysis” section. The NEOs do not have the right to vote or receive dividends with respect to any shares of performance-based restricted stock unless and until the shares are earned. After the shares are earned but before they vest, any dividends paid with respect to such shares are subject to the same vesting requirements as the earned shares. The fair market value of the restricted stock on the date of grant for Ms. John and Messrs. Hurt, Todorovic and Fencl was $27.50 per share and for Mr. Henderson was $30.68 per share. The grant date fair value is computed in accordance with FASB ASC Topic 718 and is based on the target number of shares of performance-based restricted stock. | | (3) These restricted stock awards are subject to time-based vesting only and will vest in equal installments over three years beginning on April 30, 2025. The NEOs have the right to vote and receive dividends as to all unvested shares of time-based restricted stock, provided however, any dividends paid with respect to such shares are subject to the same vesting requirements as the restricted shares. The fair market value of the restricted stock on the date of grant for Ms. John and Messrs. Hurt, Todorovic and Fencl was $27.50 per share and for Mr. Henderson was $30.68 per share. The grant date fair value is computed in accordance with FASB ASC Topic 718. |

  64. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END As of the fiscal year end on February 1, 2025, there were no outstanding stock options. The following table discloses information regarding outstanding awards issued under the Company’s 2020 Omnibus Incentive Plan, as it has been amended and restated, as of February 1, 2025.

  65. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | | Stock Awards | | | | | | Number of Shares of Stock That Have Not | Market Value of Shares of Stock That Have Not | Equity Incentive Plan Awards: Number of Unearned Shares That Have Not | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares of Stock That Have Not | | | Vested | Vested | Vested | Vested | | Name | (#) | ($) | (#) | ($) | | Sharon John | 40,814(2) | 1,728,065(2) | | | | | | | 38,182(5) | 1,616,626(5) | | | | | 34,364(6) | 1,454,972(6) | | | 32,570(3) | 1,379,014(4) | | | | J. Christopher Hurt | 6,997(2) | 296,253(2) | | | | | | | 6,061(5) | 256,623(5) | | | | | 6,364(6) | 269,452(6) | | | 13,176(3) | 557,872(4) | | | | Voin Todorovic | 6,997(2) | 296,253(2) | | | | | | | 6,061(5) | 256,623(5) | | | | | 6,364(6) | 269,452(6) | | | 13,176(3) | 557,872(4) | | | | Eric Fencl | 6,414(2) | 271,569(2) | | | | | | | 5,556(5) | 235,241(5) | | | | | 6,364(6) | 269,452(6) | | | 12,609(3) | 533,865(4) | | | | David Henderson(1) | 2,163(3) | 91,581(4) | 2,163(6) | 91,581(6) |

  66. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | (1) Mr. Henderson’s employment with the Company commenced September 16, 2024. | | (2) The amounts reflect the actual number of three-year performance-based restricted shares granted in fiscal 2022 and earned based on the achievement of pre-established performance targets for 2022, 2023 and 2024. The payout value is based on the closing price of $42.34 for the shares of common stock on January 31, 2025, the last trading day of fiscal 2024. Based on the Company’s achievement of revenue and profitability objectives for the 2022-2024 performance period, 84.1% of the target shares were earned and vested on April 30, 2025 in accordance with the terms of the awards. | | (3) The amounts represent the total number of time-based restricted shares that have not vested as of February 1, 2025. 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 1, 2025 are as follows: Ms. John—6,933; Mr. Hurt—2,773; Mr. Todorovic—2,773; and Mr. Fencl—2,542. 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 1, 2025 are as follows: Ms. John—10,910; Mr. Hurt—4,040; Mr. Todorovic—4,040; and Mr. Fencl—3,704. Time-based restricted stock granted on April 16, 2024 vests at the rate of one-third per year over three years from the date of grant beginning on April 30, 2025. The amounts of unvested time-based restricted stock held under the April 2024 award by our NEOs at February 1, 2025 are as follows: Ms. John—14,727; Mr. Hurt—6,363; Mr. Todorovic—6,363; and Mr. Fencl—6,363. Time-based restricted stock granted to Mr. Henderson upon the commencement of his employment on September 16, 2024 vests at the rate of one-third per year beginning on April 30, 2025. The amount of unvested time-based restricted stock held by Mr. Henderson under his September 2024 award is 2,163. | | (4) The amounts represent the aggregate market value of time-based restricted shares that have not vested as of February 1, 2025. The amounts reported are based on the closing price of $42.34 for the shares of common stock on January 31, 2025, the last trading day of fiscal 2024. | | (5) The amounts reflect the number and payout value of unearned three-year performance-based restricted shares granted in April 2023 based on the assumed achievement of target profitability and revenue growth performance objectives for 2023, 2024 and 2025. The payout value is based on the closing price of $42.34 for the shares of common stock on January 31, 2025. Performance-based shares earned, if any, will vest on April 30, 2026. | | (6) The amounts reflect the number and payout value of unearned three-year performance-based restricted shares granted in April 2024 based on the assumed achievement of the target cumulative profitability and cumulative revenue objectives for 2024, 2025 and 2026, as discussed in the “2024 Long-Term Incentive Program” section of the “Compensation Discussion and Analysis”. The payout value is based on the closing price of $42.34 for the shares of common stock on January 31, 2025. Performance-based shares earned, if any, will vest on April 30, 2027. |

  67. FISCAL 2024 OPTION EXERCISES AND STOCK VESTED

    FISCAL 2024 OPTION EXERCISES AND STOCK VESTED The following table provides information for each of our Named Executive Officers regarding stock option exercises and restricted stock that vested during the fiscal year ended February 1, 2025.

  68. FISCAL 2024 OPTION EXERCISES AND STOCK VESTED

    | | Option Awards | | Stock Awards | | | | Number of Shares Acquired on | Value Realized on | Number of Shares Acquired on | Value Realized on Vesting | | Name | Exercise (#) | Exercise ($)(1) | Vesting (#)(2) | ($)(3) | | Sharon John | - | $- | 133,748 | $4,033,840 | | J. Christopher Hurt | 5,922 | 52,953 | 10,861 | 327,568 | | Voin Todorovic | - | - | 10,861 | 327,568 | | Eric Fencl | - | - | 9,956 | 300,273 | | David Henderson | - | - | - | - |

  69. FISCAL 2024 OPTION EXERCISES AND STOCK VESTED

    | (1) Amount reported was determined by multiplying the number of shares acquired by the difference between the market price of the Company’s common stock upon exercise and the exercise price of the options. | | (2) Includes shares withheld for payment of applicable taxes associated with vesting. | | (3) Amounts reported were determined by multiplying the number of shares that vested by the per share closing price of the Company’s common stock on the vesting date. | | (4) Includes 106,190 shares of three-year performance-based restricted stock earned based on the achievement of pre-established performance targets for 2021, 2022 and 2023. |

  70. FISCAL 2024 NONQUALIFIED DEFERRED COMPENSATION

    FISCAL 2024 NONQUALIFIED DEFERRED COMPENSATION The following table provides information regarding our Named Executive Officers’ nonqualified deferred compensation during the fiscal year ended February 1, 2025.

  71. FISCAL 2024 NONQUALIFIED DEFERRED COMPENSATION

    | | Executive Contributions in | Registrant Contributions in | Aggregate Earnings in | Aggregate Balance at Last | | Name | Last FY($) | Last FY($) | Last FY($)(1) | FYE($)(2) | | Sharon John | $- | $- | $- | $- | | J. Christopher Hurt(3) | - | - | 30,954 | 156,126 | | Voin Todorovic | - | - | - | - | | Eric Fencl | - | - | - | - | | David Henderson | - | - | - | - |

  72. FISCAL 2024 NONQUALIFIED DEFERRED COMPENSATION

    | (1) This column includes earnings and (losses) on deferred compensation balances. Such amounts are not “above-market” or “preferential” and therefore are not reported as compensation in the Summary Compensation Table in this proxy statement. | | (2) For prior years, all amounts contributed by a Named Executive Officer and by the Company in such years have been reported in the Summary Compensation Table in our previously filed proxy statements in the year earned to the extent the NEO was named in such proxy statements and the amounts were so required to be reported in such tables. |

  73. FISCAL 2024 NONQUALIFIED DEFERRED COMPENSATION

    | (3) Prior to 2022, the Company sponsored the Build-A-Bear Workshop, Inc. Non-Qualified Deferred Compensation Plan (the “NQDC Plan”), a non-qualified plan that mirrored the substantive terms of the Build-A-Bear Workshop, Inc. Employee Savings Trust, a qualified retirement plan with a 401(k) feature (the “401(k) Plan”). The NQDC Plan permitted certain highly compensated employees, including the NEOs, whose deferrals to the 401(k) Plan were otherwise limited, to make additional pre-tax deferrals of compensation. The Company made matching contributions to the NQDC Plan to replicate Company matching contributions that would have been made to the 401(k) Plan, but for limitations in the Internal Revenue Code. Investment options in the NQDC Plan mirror those in the 401(k) Plan. Vested account balances in the NQDC Plan will be distributed upon a participant’s termination of employment or, if elected and earlier, the participant’s attainment of age 65, or a designated date. The Company has frozen contributions to the Non-Qualified Deferred Compensation Plan since 2022. Mr. Hurt was the only Named Executive Officer with a balance in the plan during fiscal 2024. |

  74. 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 NEO as if his or her employment had been terminated as of February 1, 2025, the last day of fiscal 2024. 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 (the “NQDC Plan”), previously vested restricted stock, and accrued vacation.

  75. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Name/Circumstance | Salary Continuation | Bonus(1) | Equity With Accelerated Vesting(2) | Continued Perquisites and Benefits(3) | Total | | Sharon John | | | | | | | Death | $- | $670,544 | $6,178,676 | $- | $6,849,220 | | Disability | - | 670,544 | 6,178,676 | - | 6,849,220 | | Severance Termination(4) | 787,700 | 670,544 | - | 26,414 | 1,484,657 | | Termination for Cause | - | - | - | - | - | | Involuntary Termination if Change in Control (5) | 1,575,400 | 670,544 | 6,178,676 | 26,414 | 8,451,034 | | Change in Control (no termination)(6) | - | - | 6,178,676 | - | 6,178,676 | | J. Christopher Hurt(7) | | | | | | | Death | - | 204,128 | 1,380,199 | - | 1,584,327 | | Disability | - | 204,128 | 1,380,199 | - | 1,584,327 | | Severance Termination(4) | 479,600 | 204,128 | - | 30,139 | 713,867 | | Termination for Cause | - | - | - | - | - | | Involuntary Termination if Change in Control (5) | 719,400 | 204,128 | 1,380,199 | 30,139 | 2,333,866 | | Change in Control (no termination)(6) | - | - | 1,380,199 | - | 1,380,199 | | Voin Todorovic | | | | | | | Death | - | 204,085 | 1,380,199 | - | 1,584,284 | | Disability | - | 204,085 | 1,380,199 | - | 1,584,284 | | Severance Termination(4) | 479,500 | 204,085 | - | 26,275 | 709,860 | | Termination for Cause | - | - | - | - | - | | Involuntary Termination if Change in Control (5) | 719,250 | 204,085 | 1,380,199 | 26,275 | 2,329,809 | | Change in Control (no termination)(6) | - | - | 1,380,199 | - | 1,380,199 | | Eric Fencl | | | | | | | Death | - | 164,887 | 1,310,127 | - | 1,475,013 | | Disability | - | 164,887 | 1,310,127 | - | 1,475,013 | | Severance Termination(4) | 387,400 | 164,887 | - | 11,913 | 564,200 | | Termination for Cause | - | - | - | - | - | | Involuntary Termination if Change in Control (5) | 581,100 | 164,887 | 1,310,127 | 11,913 | 2,068,027 | | Change in Control (no termination)(6) | - | - | 1,310,127 | - | 1,310,127 | | David Henderson | | | | | | | Death | - | 203,656 | 207,654 | - | 411,310 | | Disability | - | 203,656 | 207,654 | - | 411,310 | | Severance Termination(4) | 475,500 | 203,656 | - | 26,414 | 705,070 | | Termination for Cause | - | - | - | - | - | | Involuntary Termination if Change in Control (5) | 712,500 | 203,656 | 207,654 | 26,414 | 1,150,224 | | Change in Control (no termination)(6) | - | - | 207,654 | - | 207,654 |

  76. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | (1) Where indicated, the NEO 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 2024 Bonus Plan payout approved in April 2025 based on the Company’s 2024 performance. |

  77. 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 $42.34 for the shares of common stock on January 31, 2025, the last trading date of fiscal 2024. | | (3) The Company will pay each NEO a lump sum payment equivalent to 18 months of the Company-paid portion of health, dental and vision coverage. |

  78. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | (4) Severance Termination would occur if the Company terminated the NEO without cause or if the NEO 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 NEO is entitled to salary continuation for 12 months. | | (5) If a NEO’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 Messrs. Hurt, Todorovic, Fencl and Henderson, continue his base salary for 18 months and pay an amount equal to his target bonus prorated for the year of termination. | | (6) If a NEO’s employment is not terminated involuntarily following a change of control, equity grant vesting is accelerated only under the circumstances set forth in Section 12.B. of the Company’s 2020 Omnibus Incentive Plan. The amount shown reflects the value of equity vesting that would be accelerated in the event such circumstances occur. | | (7) Mr. Hurt also participates in the NQDC Plan. The vested balance credited to his notional account under the NQDC Plan as of the last day of the fiscal year was $156,126. 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 NQDC Plan). As elected by Mr. Hurt in accordance with the NQDC Plan terms, payment will be made in a single lump sum. The Company froze the NQDC Plan in 2022. |

  79. PAY RATIO

    PAY RATIO The Dodd–Frank Wall Street Reform and Consumer Protection Act requires companies to disclose the pay ratio of our Chief Executive Officer to our median employee. We identified our median employee taking into account all full-time, part-time, seasonal and temporary employees. As permitted by Item 402(u) of Regulation S-K, we excluded individuals employed in certain countries, as the total number of these excluded employees is less than 5% of our total worldwide workforce. We included employees in the United States (6,527) and the United Kingdom (516) and Canada (251) and excluded employees in the Republic of Ireland (52) and China (2). To identify the median of annual total compensation of all included employees, we examined the total compensation, our consistently applied compensation measure, for all full pay periods from the beginning of fiscal 2024 through November 2, 2024 (the “Testing Date”) for all included individuals, excluding our Chief Executive Officer, who were employed by us on the Testing Date. We calculated annual total compensation using the same methodology we use for calculating the total compensation of our Named Executive Officers as disclosed in the Summary Compensation Table in this proxy statement. We applied a British pound to U.S. dollar exchange rate to the compensation elements paid in British currency and a Canadian dollar to U.S dollar exchange rate to the compensation elements paid in Canadian currency, in each case utilizing the exchange rate as of November 2, 2024, the last business date prior to the Testing Date. We did not make any assumptions, adjustments, or estimates with respect to total compensation, and we did not annualize the compensation for any employees. The 2024 annual total compensation of our Chief Executive Officer was $2,876,263 and the 2024 annual total compensation for the median employee, a part time Bearbuilder retail associate, was $3,748. The resulting ratio of our Chief Executive Officer’s pay to the pay of our median employee for fiscal year 2024 is 767.4 to 1. We believe it is noteworthy that given the nature of our business, a significant number of our employees are part-time, seasonal or temporary employees.

  80. 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 on average to our non-CEO NEOs during the specified years alongside total shareholder return and net income metrics, as well as a Company-selected measure of earnings before interest, taxes, depreciation and amortization (EBITDA). The Company selected this measure as the most important in linking compensation actually paid to our NEOs for 2024 to Company performance, as EBITDA was the predominate metric used in our 2024 short-term and long-term incentive programs. Compensation actually paid, as determined under SEC requirements, does not reflect the actual amount of compensation earned by or paid to our NEOs 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 “Compensation Discussion and Analysis” section of this proxy statement.

  81. PAY VERSUS PERFORMANCE

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total For CEO(1) ($) | 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) ($) | Company Total Shareholder Return(4) ($) | Peer Group TSR(5) ($) | Net Income (Loss) ($ millions) | EBITDA(6) ($ millions) | | 2024 | 2,876,263 | 5,779,622 | 909,018 | 1,273,559 | 1,085 | 154 | 51.8 | 81.1 | | 2023 | 3,617,080 | 2,163,496 | 1,519,575 | 1,309,978 | 602 | 136 | 52.8 | 79.1 | | 2022 | 3,823,403 | 7,868,370 | 1,312,100 | 1,677,718 | 601 | 129 | 48.0 | 74.4 | | 2021 | 3,228,539 | 11,377,602 | 1,236,035 | 2,267,001 | 439 | 143 | 47.3 | 63.0 | | 2020 | 1,946,150 | 2,043,151 | 897,349 | 1,169,323 | 133 | 145 | (23.0) | (6.9) |

  82. PAY VERSUS PERFORMANCE

    | (1) Ms. John served as the Company’s President and Chief Executive Officer for each year shown. Reported amounts reflect corrections made to 401(k) matching contributions in fiscal 2022 and fiscal 2023. |

  83. 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. |

  84. 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 Prior Year Equity Awards Vested in Current Year (vi) ($) | Equals Compensation Actually Paid ($) | | | 2024 | 2,876,263 | 1,350,003 | 1,771,514 | 1,486,763 | 995,085 | 5,779,622 | | | 2023 | 3,617,080 | 1,350,038 | 615,579 | (448,215) | (270,909) | 2,163,496 | | CEO | 2022 | 3,823,403 | 1,250,002 | 1,703,128 | 3,300,766 | 291,075 | 7,868,370 | | | 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- | 2024 | 909,018 | 295,675 | 402,465 | 196,028 | 61,722 | 1,273,559 | | | 2023 | 1,519,575 | 300,044 | 176,379 | (60,177) | (25,754) | 1,309,978 | | 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 |

  85. 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 applicable 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. |

  86. PAY VERSUS PERFORMANCE

    | (3) The non-CEO NEOs for fiscal 2024 were Messrs. Hurt, Todorovic, Fencl and Henderson, whose employment with the Company began on September 16, 2024. The non-CEO NEOs for fiscal 2023, 2022, 2021 and 2020 were Mr. Hurt and Jennifer Kretchmar, whose employment with the Company terminated effective at the end of fiscal 2023. Reported amounts reflect corrections made to 401(k) matching contributions in fiscal 2022 and fiscal 2023. | | (4) Represents the cumulative total stockholder return (“TSR”) for an initial investment of $100 in the Company’s common stock over a five-year period beginning on February 1, 2020 and ending on February 1, 2025. | | (5) Represents the cumulative TSR of the Russell 2000 Consumer Discretionary Index, which is an industry line peer group reported in the performance graph included in the Company’s 2024 Annual Report on Form 10-K, over a five-year period beginning on February 1, 2020 and ending on February 1, 2025. | | (6) For additional information on EBITDA, see Appendix A. |