DEF 14A of Grocery Outlet Holding Corp., Apr 21, 2026

DEF 14A of Grocery Outlet Holding Corp.

Filed Apr 21, 2026 · FY20250001771515-26-000045

Open on EDGAR

  1. DIRECTOR NOMINEES

    DIRECTOR NOMINEES The following table provides summary information about each director nominee (with information as of April 7, 2026).

  2. DIRECTOR NOMINEES

    | Name | Age | Position | Director Since | | Frances L. Allen | 63 | Director | 2026 | | John "Jeb" E. Bachman | 70 | Director, Chair of the Audit and Risk Committee and Member of the Compensation Committee | 2019 | | Mary Kay Haben | 69 | Director, Chair of the Nominating and Corporate Governance Committee and Member of the Compensation Committee | 2019 | | Carey F. Jaros | 48 | Director and Chair of the Compensation Committee | 2020 | | Michael K. Kobayashi | 61 | Director and Member of the Audit and Risk Committee | 2025 | | Eric J. Lindberg, Jr. | 55 | Chairman of the Board | 2006 | | Lawrence "Chip" P. Molloy | 64 | Director and Member of the Audit and Risk Committee | 2025 | | Jason Potter | 55 | Director and President and Chief Executive Officer | 2025 | | Felicia D. Thornton | 62 | Director | 2026 | | Jeffrey R. York | 62 | Director and Member of the Audit and Risk Committee | 2010 |

  3. Board of Directors

    Board of Directors

  4. DIRECTOR NOMINEES

    DIRECTOR NOMINEES Our board of directors (“Board of Directors” or “Board”) has nominated each of the directors listed below (with information as of April 7, 2026) to be elected at the 2026 Annual Meeting. Each nominee, if elected, would serve until the next annual meeting and until their successor is duly elected and qualified, or until any such director’s earlier resignation, retirement or other termination of service. In 2022, we amended our Amended and Restated Certificate of Incorporation (the “Restated Certificate of Incorporation”) to declassify our Board following approval by our stockholders. The Restated Certificate of Incorporation provides that commencing with the 2026 Annual Meeting, the Board shall cease to be divided into classes and directors will serve for a one-year term until the next annual meeting and until his or her successor shall have been duly elected and qualified, or until his or her earlier death, resignation, removal, disqualification or retirement. After many years of service on the Board, Gail Moody-Byrd and Erik Ragatz will not stand for re-election at the 2026 Annual Meeting. The Board thanks them for their service and contributions. At the conclusion of their current terms, the Board size will be reduced to ten effective as of the date of the 2026 Annual Meeting. Set forth below are the ten directors standing for election at the 2026 Annual Meeting. Mr. Potter was appointed to the Board in connection with his appointment as our President and Chief Executive Officer. Four director nominees, Messrs. Kobayashi and Molloy and Mss. Allen and Thornton, were appointed by the Board over the past year as part of the Board’s refreshment efforts intended to enhance Board expertise aligned with the Company’s strategic priorities. Each of Messrs. Kobayashi and Molloy and Mss. Allen and Thornton were selected to join the Board following a national search conducted with the assistance of a leading independent search firm.

  5. DIRECTOR NOMINEES

    | Name | Age | Position | | Frances L. Allen | 63 | Director | | John "Jeb" E. Bachman | 70 | Director, Chair of the Audit and Risk Committee and Member of the Compensation Committee | | Mary Kay Haben | 69 | Director, Chair of the Nominating and Corporate Governance Committee and Member of the Compensation Committee | | Carey F. Jaros | 48 | Director and Chair of the Compensation Committee | | Michael K. Kobayashi | 61 | Director and Member of the Audit and Risk Committee | | Eric J. Lindberg, Jr. | 55 | Chairman of the Board | | Lawrence "Chip" P. Molloy | 64 | Director and Member of the Audit and Risk Committee | | Jason Potter | 55 | Director and President and Chief Executive Officer | | Felicia D. Thornton | 62 | Director | | Jeffrey R. York | 62 | Director and Member of the Audit and Risk Committee |

  6. DIRECTOR NOMINEES

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  7. SPECIFIC SKILLS, EXPERIENCE AND QUALIFICATIONS OF DIRECTOR NOMINEES

    SPECIFIC SKILLS, EXPERIENCE AND QUALIFICATIONS OF DIRECTOR NOMINEES Our Nominating and Corporate Governance Committee is responsible for reviewing the qualifications of continuing directors and potential director candidates and recommending to the Board those persons to be nominated for election or appointed to the Board, subject to any obligations and procedures governing the nomination of directors to the Board that may be set forth in any stockholders agreement of which the Company is a party. The Nominating and Corporate Governance Committee also monitors the mix of specific experience, qualifications and skills of directors to assure that the Board, as a whole, has the necessary tools to perform its oversight function effectively in light of the Company’s business and structure. This process has led to periodic Board refreshment since our IPO in June 2019. We periodically evaluate Board refreshment as a means to increase the breadth of skills and industry experience on the Board. Mr. Potter was appointed to the Board in 2025 in connection with his appointment as our President and Chief Executive Officer. Four director nominees, Messrs. Kobayashi and Molloy and Mss. Allen and Thornton, were appointed by the Board over the past year as part of the Board’s refreshment efforts intended to enhance Board expertise aligned with the Company’s strategic priorities.

  8. DIRECTOR NOMINEES BACKGROUNDS AND QUALIFICATIONS

    DIRECTOR NOMINEES BACKGROUNDS AND QUALIFICATIONS Set forth below is biographical information as of April 7, 2026 and the business experience during at least the past five years of each director nominee, together with a discussion of the specific experience, skills, expertise, backgrounds and other attributes that led to the conclusion that each director should continue to serve on the Board.

  9. DIRECTOR NOMINEES BACKGROUNDS AND QUALIFICATIONS

    | FRANCES L. ALLEN | | | | Career Highlights: •From 2020 to 2024, served as President and Chief Executive Officer of Checkers & Rally’s Drive-In Restaurants, a privately held fast food drive-through chain franchise. •From 2018 to 2020, served as President and Chief Executive Officer of Boston Market, a privately held fast casual restaurant chain. •From 2014 to 2018, served as Brand President of Jack in the Box, Inc. (Nasdaq: JACK). •From 2010 to 2014, served as Executive Vice President and Chief Brand Officer of Denny’s, Inc. Other Information: •Serves on the Advisory Board of Hi-Auto, a leader in AI voice-activated ordering capability for quick service restaurant drive-thrus. •Serves on the Advisory Board of the Global Retail Marketing Association. •Bachelor of Science in Mathematics from Southampton University Skills and Qualifications Relevant to Service on our Board: •Over 40 years of consumer experience and food industry leadership. •Demonstrated expertise across brand strategy, marketing, franchising, technology and operations. •14 years of leadership experience and success with turnaround situations. •Has delivered results in both brand revitalization, back of house transformation and front of the house execution. •Seven years of public company board experience and seven years of experience as a CEO. | | Independent Director Age: 63 Director Since: 2026 Committees: •None Public Company Boards: Current: Brinker International, Inc. (since 2020), a casual dining restaurant company. NYSE: EAT •Audit (Member since 2020) •Nominating and Governance (Member since 2020) Prior: Marine Max (2013 to 2015), a recreational boat dealer. NYSE: HZO | |

  10. DIRECTOR NOMINEES BACKGROUNDS AND QUALIFICATIONS

    | 2026 Proxy Statement | 11 |

  11. DIRECTOR NOMINEES BACKGROUNDS AND QUALIFICATIONS

    | JOHN "JEB" E. BACHMAN | | | | Career Highlights: •Since 2016, has been an outside director for various public companies since his retirement. •1978 to 2015, former Certified Public Accountant at the global accounting firm, PricewaterhouseCoopers LLP, most recently as a partner (1989 to 2015). At PwC, Mr. Bachman served for six years (2007 to 2013) as the Operations Leader of the firm’s U.S. Assurance Practice with full operational and financial responsibility for this $4 billion line of business, which included the firm’s audit and risk management practices. Prior to this role, Mr. Bachman served for three years as the firm’s U.S. Strategy Leader (2004 to 2007) where he was responsible for strategic planning across business units, geographies and industries. Mr. Bachman also served as an audit partner for over 25 years for companies in the industrial manufacturing, financial services, publishing, healthcare and other industries. Other Information: •Master of Business Administration from Harvard Business School and a Bachelor of Science in Business Administration from Bucknell University Skills and Qualifications Relevant to Service on our Board: •Extensive financial and accounting expertise, as well as business strategy, internal controls, financial reporting and enterprise risk oversight experience, from serving as a partner (as a former Certified Public Accountant) and in leadership roles for one of the world’s largest accounting firms. In addition, he has served as Chair of our Audit Committee since Nov. 2019, as well as the Audit Committee and Finance Committee of numerous other public companies in recent years. He has been determined by our Board to be an audit committee financial expert. •Possesses public company director experience through his substantial board and board committee service in recent years for companies in a variety of industries, including an omnichannel retailer. •Through many years of senior leadership at PwC, he has deep experience in operations, finance, risk management and strategic planning of a large, complex organization. •Has retail experience through his lengthy board and board committee service to The Children’s Place. | | Independent Director Age: 70 Director Since: 2019 Committees: •Audit and Risk (Chair since Nov. 2019) •Compensation (Member since Oct. 2025) Public Company Boards: Current: None Prior: The Children’s Place Inc. (Mar. 2016 to Mar. 2024), an omni- channel children’s specialty retailer, with a global retail and wholesale network. Nasdaq: PLCE •Audit (Chair, May 2017 to Mar. 2024; Member, Mar. 2016 to Mar 2024) •Corporate Responsibility, Sustainability & Governance (f/k/a Nominating and Corporate Governance) (2019 to 2023) Recharge Acquisition Corp (2020 to 2022), a blank check company (also known as a special purpose acquisition company), including as Chair of the Audit Committee and a member of the Compensation Committee. Nasdaq: RCHG Wex Inc. (2016 to 2021), a global provider of payment solutions, including as a member of the Audit Committee and Finance Committee. Nasdaq: WEX SCANA Corporation (2018 to 2019), an electric and natural gas utility company, including as a member of the Special Litigation Committee. NYSE: SCG | |

  12. DIRECTOR NOMINEES BACKGROUNDS AND QUALIFICATIONS

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  13. DIRECTOR NOMINEES BACKGROUNDS AND QUALIFICATIONS

    | MARY KAY HABEN | | | | Career Highlights: •Since 2011, has been an outside director for various public companies since her retirement. •Apr. 2007 to Feb. 2011, held senior positions with Wm. Wrigley Jr. Company, a confectionery company, including President, North America (Oct. 2008 to Feb. 2011) and Group Vice President and Managing Director, North America (Apr. 2007 to Oct. 2008). Wrigley was public until October 2008, following which it became a subsidiary of Mars, Incorporated. •Prior, led several multi-billion divisions during her 27-year career with Kraft Foods, Inc., a grocery manufacturing and processing conglomerate, including Senior Vice President, Open Innovation (2006 to 2007), Senior Vice President, Global Snack Sector (2004 to 2006), and Group Vice President, Kraft Foods and President, Cheese, Enhancers and Meals (2001 to 2004). Other Information: •Named to the 2020 National Association of Corporate Directors Directorship 100™, which honors the most influential boardroom leaders each year. •Has served and chaired various alumni and foundation boards of the University of Michigan and Illinois, and is active in various non-profit boards. •Master of Business Administration in Marketing from the University of Michigan, Ross School of Business and a Bachelor of Science in Business Administration from the University of Illinois Skills and Qualifications Relevant to Service on our Board: •Possesses substantial M&A, operating, digital, marketing, and brand management and development experience from long-term senior executive roles for consumer-packaged goods/food companies, including a strong track record in delivering value to shareholders and consumers through brand building, developing new products, innovation and implementation of business strategies in various markets and media platforms. Has deep knowledge of and ability to analyze the overall consumer-packaged goods industry, evolving market dynamics and consumers’ relationships with brands. Executive experience also included numerous years of direct reports in sales, R&D and supply chain. •Long-tenured current board member of two public companies, and a former long-term board member of a third public company. Significant oversight expertise in governance, compensation, finance, digital transformations and AI, digital and social marketing, supply chain strategy, ESG and enterprise risk management (including cybersecurity risks) from serving on public company boards, including numerous leadership and board committee roles, since her retirement in 2011. Experience includes two significant directorships with consumer-packaged goods/food companies. •The breadth of experience and expertise leading boards and board committees, as well as serving in executive management roles, enable her to provide critical insights in overseeing and partnering with management. | | Independent Director Age: 69 Director Since: 2019 Committees: •Compensation (Member since Aug. 2025) •Nominating and Corporate Governance (Chair since Feb. 2023; Member since Nov. 2019) •Audit and Risk (Member, Nov. 2019 to June 2021) Public Company Boards: Current: The Hershey Company (since Aug. 2013), a global confectionery leader. NYSE: HSY •Compensation and Human Capital Committee (Aug. 2013 to May 2017, and since May 2018; Chair, since June 2024) •Finance and Risk Management Committee (2018, and since 2023) •Governance Committee (Chair, 2018 to 2022; Member, Jan. 2016 to 2022) •Executive Committee (2018 to 2022, and since June 2024) Equity Residential (since July 2011), a REIT engaged in the acquisition, development and management of multi-family properties. NYSE: EQR •Compensation Committee (Chair, since 2016; Member, since 2013) •Audit Committee (2011 to 2013) •Corporate Governance Committee (since 2012) Prior: Bob Evans Farms, Inc. (Aug. 2012 to Jan. 2018), a leading producer and distributor of food products. Nasdaq: BOBE (company sold and went private in Jan. 2018) •Lead Independent Director (Aug. 2015 to Jan. 2018) •Non-Executive Chair of the Board (Oct. 2014 to Aug. 2015) •Compensation Committee (Apr. 2015 to Jan. 2018) •Nominating and Corporate Governance Committee (2016 to Jan. 2018) •Audit Committee (Aug. 2012 to 2014) •Finance Committee (Aug. 2012 to 2014) | |

  14. DIRECTOR NOMINEES BACKGROUNDS AND QUALIFICATIONS

    | 2026 Proxy Statement | 13 |

  15. DIRECTOR NOMINEES BACKGROUNDS AND QUALIFICATIONS

    | CAREY F. JAROS | | | | Career Highlights: •Since April 2026, has served as President of Clorox Purell, a new business created within The Clorox Company after the acquisition of GOJO Industries. •From Oct. 2014 to April 2026, served in various executive positions at GOJO Industries, Inc., a global manufacturer of hand hygiene and surface disinfecting products and the maker of PURELL® brand Hand Sanitizer, including as President and Chief Executive Officer (Jan. 2020 to April 2026), Chief Operating Officer (July 2018 to Jan. 2020), Chief Strategy Officer (May 2016 to July 2018), and a member of the Board of Directors of GOJO (Feb. 2019 to April 2026). She also served as President of the private family office for GOJO’s owners, Walnut Ridge Strategic Management Company, and was a member of GOJO’s Board of Directors, and a Board Director for several other portfolio companies, while in that role (Oct. 2014 to Apr. 2016). •From Apr. 2011 to Oct. 2014, employed at Dealer Tire, a tire and parts distributor for automotive OEMs and Dealers, as Vice President, OEM Programs (Feb. 2014 to Oct. 2014) and Vice President, Strategy, Business Development and Finance (Apr. 2011 to Feb. 2014). •From June 2000 to Apr. 2011, served in various roles at Bain and Company, a management consulting firm, including Senior Manager where she led consulting projects in retail and consumer products. Other Information: •Past board member of ESOP ACRT Services Inc. and former board member and advisor to more than a half-dozen private companies, including edtech startup WISR Inc. and personal care startup Aunt Flow. •Master of Business Administration from Harvard Business School and Bachelor of Arts in Law & Public Policy from Brown University Skills and Qualifications Relevant to Service on our Board: •Possesses substantial executive management expertise on a broad range of management topics, including developing corporate strategy, recruiting and developing a senior executive team, assessing emerging industry trends as well as optimizing business operations. •Developed extensive knowledge as a global consumer and industrial products leader throughout her career. At Clorox, she sits on the Executive Committee and leads the Clorox Purell business. •At GOJO, she oversaw a large North American omnichannel and consumer business, including sales to all U.S. retailers and e-tailers. Responsible for brand and consumer marketing and innovation at GOJO since 2016, including for the marketing organization and leadership of brand strategy matters and insights and new product development, including launching new consumer products into retail and online. •At Bain, she spent more than 10 years primarily advising retail, consumer products and industrial sectors, including numerous public and private companies involved in food and beverage manufacturing and production. •Developed financial and accounting expertise through executive roles, including significant debt restructuring and refinancings, and previously was determined by our Board to be an audit committee financial expert during her service on our Audit and Risk Committee. •Led a massive supply chain systems redesign following the COVID pandemic, including facilities, systems and equipment. Redesigned and scaled the business for significantly higher demand, including overseeing the implementation of significant automation technology, including a state-of-the-art material handling system for distribution operations and similar to what is used by major retailers and distributors in retail and consumer goods industries. •Served on GOJO’s Audit and Risk, People and Culture, and Finance committees. •Private board service and advisory roles provide additional governance, compensation and strategic oversight experience. | | Independent Director Age: 48 Director Since: 2020 Committees: •Compensation (Chair since Aug. 2025, Member since July 2022) •Audit and Risk (Member, Sept. 2020 to July 2022) Public Company Boards: None | |

  16. DIRECTOR NOMINEES BACKGROUNDS AND QUALIFICATIONS

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  17. DIRECTOR NOMINEES BACKGROUNDS AND QUALIFICATIONS

    | MICHAEL K. KOBAYASHI | | | | Career Highlights: •Since April 2025, has served as a Senior Advisor at Ross Stores, Inc., a public company discount retailer. From 2004 to 2025, served in various executive roles at Ross Stores, including as President and Chief Capability Officer (February 2022 to March 2025) President, Operations and Technology (August 2019 to January 2022); Group Executive Vice President of Supply Chain, Allocation, Merchant Operations, and Technology (2015 to 2019); Executive Vice President of Supply Chain, Inventory Allocation and Chief Information Officer (2010 to 2014); Group Senior Vice President, Supply Chain and Chief Information Officer (2008 to 2010); and Senior Vice President and Chief Information Officer (2004 to 2008). •1986 to 2004, held various roles of increasing responsibility at Accenture plc, a global professional services company, including as a Partner from 2000 to 2004. Other Information: •Bachelor of Science in Managerial Economics from the University of California, Davis Skills and Qualifications Relevant to Service on our Board: •Over 20 years of executive leadership in off-price retail spanning technology, supply chain, distribution, inventory allocation, merchandising operations and store operations. •Extensive supply chain and distribution expertise, including network design, capacity expansion and sustained productivity improvement across large-scale, high-volume operations. •Demonstrated success leading enterprise transformation and technology modernization programs that contributed to significant and sustained improvements in financial performance. •Successfully built enterprise data analytics and AI capabilities, including data strategy, master data management and dedicated analytics organizations. •18 years at a leading global professional services firm, rising to equity Partner, with deep expertise in designing and leading large-scale operational and technology transformation programs at the senior executive level. | | Independent Director Age: 61 Director Since: June 2025 Committees: •Audit and Risk (Member since June 2025) Public Company Boards: None | |

  18. DIRECTOR NOMINEES BACKGROUNDS AND QUALIFICATIONS

    | 2026 Proxy Statement | 15 |

  19. DIRECTOR NOMINEES BACKGROUNDS AND QUALIFICATIONS

    | ERIC J. LINDBERG, JR. | | | | Career Highlights: •October 2024 to February 2025, served as Interim President and Chief Executive Officer at Grocery Outlet. •1996 to 2022, held various positions at Grocery Outlet and its predecessor, including as Chief Executive Officer (Jan. 2019 to Dec. 2022) and Co-Chief Executive Officer (Jan. 2006 to Dec. 2018). Other Information: •Bachelor of Arts in Economics from Hampden-Sydney College Skills and Qualifications Relevant to Service on our Board: •Possesses significant experience in the retail and consumer packed goods industries, garnered over his 26-year tenure with us, including 17 years as CEO or co-CEO. From 2000 to 2022, active member of the GMA/FMI (Grocery Manufacturers of America/Food Marketers Institute) and a member of CGA board (California Grocers Association 2014-2019). •Proven executive manager, including long service to Grocery Outlet as a private company and then as a public company following our IPO in June 2019. Eric’s 17-year run as co-CEO and CEO was transformative for Grocery Outlet. Under his leadership, Grocery Outlet grew its store base from 123 to 441 stores, or 259%, and revenues from $612.6 million to $3.58 billion, or 484%, and developed a bi-coastal store footprint. He led sharing our vision and strategy in the IPO and thereafter in developing key stockholder relationships. •Eric’s deep knowledge of our operations, finances, strategies and industry facilitates a strategic vision to set the overall tone and direction of the Company as well as clear leadership through consistency. As our leading executive, he implemented fundamental strategic initiatives that enhanced our differentiated model for buying and selling, and strengthened our relationships with entrepreneurial Independent Operators that run most of our stores, combining to deliver a “WOW!” shopping experience. In his current oversight role, his unique insights on future strategy and initiatives will continue to be invaluable to our Board. •Exhibited strong growth focus across all macroeconomic cycles, as demonstrated by our pattern of positive comparable store sales growth and healthy gross margin rates. For example, our comparable store sales increased for 19 out of 20 years through fiscal 2022. •Long-standing role with our Board and management allows him to provide a unique perspective regarding oversight of enterprise risk management, including focusing on the most critical risks and evaluating risk mitigation activities. •Has alignment with our other stockholders due to his meaningful stock ownership in the Company. | | Chairman of the Board Age: 55 Director Since: 2006 Chairman Since: Jan. 2023 Committees: None Public Company Boards: None | |

  20. DIRECTOR NOMINEES BACKGROUNDS AND QUALIFICATIONS

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  21. DIRECTOR NOMINEES BACKGROUNDS AND QUALIFICATIONS

    | LAWRENCE “CHIP” P. MOLLOY | | | | Career Highlights: •From September 2021 to December 2023, served as Chief Financial Officer of Sprouts Farmers Market, Inc., a specialty grocery retailer offering fresh, natural and organic food, and also served as Interim Chief Financial Officer from June 2019 to February 2020. •In 2018, served as Interim Chief Executive Officer of Torrid, a specialty direct-to-consumer apparel brand targeted to female customers. •From 2016 to 2017, served as Executive Vice President and Chief Financial Officer of Under Armour, Inc., an inventor, marketer and distributor of branded athletic performance apparel, footwear and accessories. •From 2007 to 2013, service as Executive Vice President and Chief Financial officer and as Senior Vice President, Finance at Petsmart, an omni-channel pet retailer. •Mr. Molloy’s other business experience includes serving as a Senior Advisor at Roark Capital Group and in senior financial positions at Circuit City Stores, Capital One Financial, AGL Capital Investments and Deloitte & Touche. Other Information: •Serves as member of the Board of Directors, the Chair of the Audit Committee and a member of the Governance and Nominating Committee of Pet Valu Canada, a Canadian public company and a retailer of pet food and per-related supplies ((TSX:PET.TO). •Served as a U.S. Navy fighter pilot for 10 years, retiring from the Naval Reserve with the rank of Commander. •Master of Business Administration from the University of Virginia and a Bachelor of Science in Computer Science from the United States Naval Academy Skills and Qualifications Relevant to Service on our Board: •Extensive financial and retail leadership experience across executive roles in retail, consulting, private equity and financial services. •Deep grocery retail expertise, with particular strength in fresh food, pet, vertical apparel and consumer electronics categories. •Significant public company board experience with more than 19 years of collective service over six public company boards. •Recognized public company financial expert; served as Chair of the Audit Committee on six public company boards. •Comprehensive financial background encompassing strategy, financial planning and analysis, treasury, internal audit and control, real estate and risk management. •Broad retail operating experience, including retail finance, store operations, merchandising, corporate functions, business performance management and multi-channel. •Demonstrated ability to scale businesses by accelerating growth while improving operating margins and overall profitability. •Recipient of Institutional Investor’s Chief Financial Officer of the Year for Specialty Retail. •Proven track record of driving stockholder value through increased stock price, improved return on invested capital and increased market capitalization. | | Independent Director Age: 64 Director Since: June 2025 Committees: •Audit and Risk (Member since June 2025) Public Company Boards: Current: The Black Rifle Coffee (since 2024), a Veteran-founded and led premium coffee, energy drink and media company. NYSE: BRCC •Audit Committee (Chair, since 2024) •Compensation Committee (Member, 2024 to 2026) Sally Beauty (since 2022), an international specialty retailer and distributor of professional beauty supplies. NYSE: SBH •Audit Committee (Chair, since 2022) •Executive Committee (Member, since 2022) Prior: Sprouts Farmers Market (2013 to 2021) Nasdaq: SFM •Audit Committee (Chair, 2013 to 2019) •Compensation Committee (Chair, 2019 to 2021) Torrid (2018 to 2021) NYSE: CURV •Audit Committee (Chair, 2018 to 2021) Party City Holdco Inc. (2018 to 2021), a designer, manufacturer, distributor and retailer of party goods. Nasdaq: PRTYQ. •Audit Committee (Chair, 2014 to 2016) Wingstop Inc. (2018 to 2021), a fast casual chicken wings-focused restaurant chain. Nasdaq: WING •Audit Committee (Chair, 2015 to 2016) | |

  22. DIRECTOR NOMINEES BACKGROUNDS AND QUALIFICATIONS

    | 2026 Proxy Statement | 17 |

  23. DIRECTOR NOMINEES BACKGROUNDS AND QUALIFICATIONS

    | JASON POTTER | | | | Career Highlights: •Since Feb. 2025, served as President and Chief Executive Officer at Grocery Outlet. •From Mar. 2020 to Jan 2025, served as Chief Executive Officer and director at The Fresh Market, Inc., a specialty grocery retailer of fresh, gourmet food and prepared meals. •From 1990 to June 2018, served in successively senior positions at Sobeys Inc., a Canadian food and drug retailer and wholly owned subsidiary of The Empire Company Limited, including most recently as Executive Vice President of Operations (May 2017 to June 2018). Prior to that, he served as President of Sobeys West, President of Sobeys Atlantic and President of Multi-Format Operations. Other Information: •Bachelor of Management and Master of Business Administration from Athabasca University •Completed the Advanced Management Program at Harvard Business School •Named to Canada’s “Top 40 Under 40” for Leadership by Caldwell Partners in 2008. Skills and Qualifications Relevant to Service on our Board: •More than 30 years of grocery retail experience and a merchant at heart, with a track record of growing and scaling grocery businesses of significant complexity to drive earnings growth and shareholder value. Most recently, at The Fresh Market, he led the successful transformation of the business to strong earnings growth, as well as driving an award- winning customer experience that led to its selection as USA Today’s Readers’ Choice “Best Supermarket in America” in 2021, 2022 and 2023. At Sobeys, one of the largest food retailers in North America, he oversaw store operations for approximately 1,500 stores under several banners with more than $12 billion in revenues. •Strong executive leadership experience, with more than 17 years of profit and loss leadership of The Fresh Market and numerous brands at Sobeys. Has led numerous transformational strategic projects for turnaround, growth and mature brands, and has strong financial expertise. Initiated key innovations, including e-commerce and private label development opportunities. •Particular expertise in large-scale operations, complex supply chain and logistics, marketing, merchandising and strategy. Spent early career learning the retail food business through numerous jobs of increasing responsibility, including developing significant expertise in managing stores and distribution centers, real estate site selection as well as merchandising and marketing. •As President and CEO, he is our operational and strategic day-to-day leader, and his vision, values and hands-on communication style aligns with the Company’s goals and culture. Understands how to lead a customer-centric business model that emphasizes the store experience and customer loyalty. •His prior experience as a combined CEO and a director of a private food and drug retailer provides him with relevant governance, risk management and strategic oversight expertise, as well as experience serving in dual capacities as an executive and director. •Depth of experience with a franchise operating model at Sobeys, which has many similarities to Grocery Outlet’s independent operator model. | | Age: 55 Director Since: 2025 Committees: None Public Company Boards: None | |

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  25. DIRECTOR NOMINEES BACKGROUNDS AND QUALIFICATIONS

    | FELICIA D. THORNTON | | | | Career Highlights: •Served as Interim Chief Executive Officer of Number Holdings Inc. (99 Cents Only Stores), a deep discount retailer, from 2019 to 2020 and as Chief Financial Officer and Treasurer from 2015 to 2018. •In 2014, served as Co-Chief Executive Officer, Chief Operating Officer, President and Board Advisory at DeMoulas Super Market (Market Basket), a supermarket chain. •From 2006 to 2011, served as Chief Executive Officer of Knowledge Universe U.S., a private childhood education company. •From 2000 to 2006, served as Chief Financial Officer and led overall strategy for Albertsons, Inc., a grocery and drug store company. •From 1992 to 2000, served in a variety of executive strategic and financial roles for Ralphs Grocery Company, Inc., a grocery store chain, and for Fred Meyer, a retail supermarket company, both of which became part of the Kroger Company, a global retailer of grocery, multi-department, discount, convenience and jewelry stores, where Ms. Thornton served as Group Vice President responsible for all retail operations. Other Information: •Current board member and Audit Chair of Convergint Technologies. •Current board member and Audit Chair of CoolSys. •National Association of Corporate Directors (NACD) Fellow and recipient of an NACD Directorship Certification. •Master of Business Administration from University of Southern California and Bachelor of Science in Economics from Santa Clara University Skills and Qualifications Relevant to Service on our Board: •Over 30 years of executive leadership experience in retail, grocery, and specialty sectors, including CEO, CFO and COO roles at multi-billion-dollar companies. •Proven expertise in corporate finance, strategic high growth, operations, restructuring and governance with a track record of leading organizations through complex integrations and financial transformations that enhance shareholder value. •Decades of experience as a public company board director with multiple companies in varied industries. Served on special, acquisition and other committees focused on strategic alternatives to optimize shareholder value. •Recognized for board governance and audit leadership, serving as Chair of multiple audit committees and contributing to governance best practices across public and private boards. | | Independent Director Age: 62 Director Since: 2026 Committees: •None Public Company Boards: Current: Floor and Décor (since 2017), a multi-channel specialty retailer of hard surface flooring. NYSE: FND •Nominating and Corporate Governance (Chair since 2017) Prior: Ares Acquisition Corporation II (2023 to 2025), a special purpose acquisition company. NYSE: AACT •Audit (Chair from 2023 to 2025) Ares Acquisition Corporation I (2021 to 2023), a special purpose acquisition company. NYSE: AAC •Audit (Chair from 2021 to 2023) Pactiv Evergreen (2020 to 2025), a manufacturer and distributor of food packaging and food service products, including as Chair of the Audit Committee and a member of the Nominating and Corporate Governance Comittee. Nasdaq: PTVE Nordstrom (2010 to 2012), an upmarket department store, including as a member of the Audit Committee and the Finance Committee. NYSE: JWN | |

  26. DIRECTOR NOMINEES BACKGROUNDS AND QUALIFICATIONS

    | 2026 Proxy Statement | 19 |

  27. DIRECTOR NOMINEES BACKGROUNDS AND QUALIFICATIONS

    | JEFFREY R. YORK | | | | Career Highlights: •Since June 2024, has served as Chief Executive Officer of Altea Active, a private fitness and wellness company in Canada. •June 2020 to January 2025, served as Special Advisor to Sobeys, Inc., the second largest food retailer in Canada with over 1,500 stores operating across Canada under a variety of names. •June 2020 to January 2024, served as Partner, Farm Boy Stores Inc., a Canadian specialty grocery retailer. •Nov. 2009 to June 2020, served as Co-Chief Executive Officer and President of Farm Boy, Inc. •1989 to 2009, served in various roles at Giant Tiger Stores Ltd., a Canadian extreme value discount store chain, including as President and Chief Operating Officer (1999 to 2009). •1986 to 1989, served with Ward Mallette, Chartered Accountants, where he obtained a chartered accountant/CPA designation. Other Information: •Serves as Chairman and a member of the Boards of Directors (and the Audit Committee) of the following Canadian public companies: Braille Energy Systems, Inc. (TSX-V: BES), a manufacturer of race car batteries and other energy storage devices; Stria Lithium (TSX-V: SRA), a junior mineral exploration company with lithium claims in Northern Quebec; Focus Graphite (TSX-V: FMS), an advanced exploration and mining company and NexLiving Communities, Inc. (TSXV: NXLV). •Bachelor of Arts in Economics from Princeton University Skills and Qualifications Relevant to Service on our Board: •Developed extensive knowledge of the grocery and food retail industries, as well as extreme value discount retail, throughout his career spanning over 30 years in these areas. •Experienced in leading rapid growth in store count and sales evidenced by his accomplishments at both Giant Tiger Stores and Farm Boy. •Possesses substantial executive management expertise, with particular experience in developing corporate strategy, oversight of supply chain and logistics matters for fresh food deliveries, distribution centers and business operations. •Financial and accounting expertise through being a Canadian Certified Public Accountant and serving on the audit committees of other boards. He has been determined by our Board to be an audit committee financial expert. •Canadian public company director roles provides relevant governance, compensation, additional financial and strategic oversight experience. | | Independent Director Age: 62 Director Since: 2010 Committees: •Audit and Risk (from Nov. 2014 to June 2021, and since July 2022) •Compensation (Member, Nov. 2019 to July 2022) Public Company Boards: None | |

  28. DIRECTOR NOMINEES BACKGROUNDS AND QUALIFICATIONS

    | 20 | |

  29. Director Compensation

    Director Compensation Pursuant to our Non-Employee Director Compensation Policy, cash and equity compensation is paid or granted, as applicable, to each member of our Board who is not an employee of us or any parent or subsidiary of us (each, a “non-employee director”). The Board adopted the current Non-Employee Director Compensation Policy in 2024 upon the recommendation of the Compensation Committee and following benchmarking analysis from and consultation with Korn Ferry.

  30. FISCAL YEAR 2025 DIRECTOR COMPENSATION TABLE

    FISCAL YEAR 2025 DIRECTOR COMPENSATION TABLE The following table summarizes the compensation paid to or earned by our current and former non-employee directors in Fiscal Year 2025, excluding (i) Mss. Allen and Thornton, who did not serve as directors in Fiscal Year 2025, and (ii) Mr. Lindberg, who was compensated as our Interim President and Chief Executive Officer for a portion of Fiscal Year 2025 and whose compensation as a non-employee director during Fiscal Year 2025 is reported in the Summary Compensation Table. During the period Mr. Lindberg served as Interim President and Chief Executive Officer, he did not receive cash compensation as non-employee director.

  31. FISCAL YEAR 2025 DIRECTOR COMPENSATION TABLE

    | Name | Fees Earned Or Paid In Cash ($) | Stock Awards ($)(1) | Total ($) | | Kenneth Alterman | 100,000 | 150,009 | 250,009 | | John E. Bachman | 101,957 | 150,009 | 251,966 | | Mary Kay Haben | 98,995 | 150,009 | 249,004 | | Thomas Herman | 100,000 | 150,009 | 250,009 | | Carey F. Jaros | 90,992 | 150,009 | 241,001 | | Michael K. Kobayashi | 46,236 | 150,000 | 196,236 | | Lawrence P. Molloy | 46,236 | 150,000 | 196,236 | | Gail Moody-Byrd | 88,003 | 150,009 | 238,012 | | Erik D. Ragatz | 145,000 | 150,009 | 295,009 | | Jeffrey R. York | 90,000 | 150,009 | 240,009 |

  32. FISCAL YEAR 2025 DIRECTOR COMPENSATION TABLE

    (1)Amounts reported in this column represent the grant date fair value of RSUs granted. RSU awards listed in this column may be deferred under the Deferral Plan. These amounts do not reflect actual amounts that may be paid to or realized by the director. The grant date fair value of the RSUs is calculated as the closing price of our common stock as reported on Nasdaq on the grant date multiplied by the number of shares of our common stock subject to the award. See Note 1, Organization and Summary of Significant Accounting Policies, and Note 8, Share-based Awards to our consolidated financial statements contained in our 2025 Annual Report for a discussion of all assumptions made by us in determining the grant date fair value in accordance with Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) Topic 718. The RSU award granted to each of our non-employee directors represented the $150,000 annual grant as set forth in our Non-Employee Director Compensation Policy. An RSU award for 10,692 shares of our common stock was made on June 3, 2025 to each of our non-employee directors, with the exception of Mr. Kobayashi and Mr. Molloy, who were granted an RSU award for 11,839 shares of our common stock on June 26, 2025. As of the end of Fiscal Year 2025, each of our non-employee directors held 10,692 RSUs with the exception of Mr. Kobayashi and Mr. Molloy who each held 11,839 RSUs.

  33. FISCAL YEAR 2025 DIRECTOR COMPENSATION TABLE

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  34. EXECUTIVE COMPENSATION PHILOSOPHY

    EXECUTIVE COMPENSATION PHILOSOPHY Our compensation philosophy is the foundation for designing our executive compensation program, as well as evaluating and improving the effectiveness of the program. Our compensation is annually reviewed by the Compensation Committee, including benchmarking against peer companies. Further, the Compensation Committee regularly evaluates our compensation programs and policies to evaluate if they are sufficiently aligned with such philosophy. The following are the core elements of our executive compensation philosophy, which applies to our NEOs:

  35. EXECUTIVE COMPENSATION PHILOSOPHY

    | Goal-oriented | Our executive compensation program rewards the achievement of specific short-term (annual) and long-term financial goals, which are aligned with our operational and strategic objectives. | | Market Competitive | Compensation levels and programs for executives, including the Named Executive Officers, should be competitive, relative to the marketplace in which we operate. It is important for us to leverage an understanding of what constitutes competitive pay in our market and build unique strategies to attract, motivate and retain the high caliber talent we require to lead, manage and successfully grow our Company. | | Performance-based | The majority of our executive compensation should be performance-based pay that is “at risk,” based on short-term and long-term financial goals that are key performance indicators and easily understood by investors and executives, as well as reasonably determined and measured. | | Investor-aligned | Incentives should be structured to create a strong alignment between executives and investors on both a short-term and a long-term basis, each within our risk framework. Equity awards with long-term performance goals and vesting foster a shared culture of ownership. Our executives’ interests are aligned with those of our investors by further rewarding performance achieved above established goals. | | Fair | Pay decisions should consider relativity among employees and ensure that individual performance, skills, experience and tenure are considered alongside the role’s scope of responsibility. |

  36. KEY ELEMENTS OF FISCAL YEAR 2025 NEO COMPENSATION

    KEY ELEMENTS OF FISCAL YEAR 2025 NEO COMPENSATION The key elements of our NEO compensation program in Fiscal Year 2025 consisted of: •Base salary; •The Annual Incentive Plan, referred to as our “AIP”, an annual performance-based cash bonus that is subject to our achievement of two independent performance metrics, adjusted EBITDA and comparable store sales, over a one-year performance period. For Fiscal Year 2025, two operational goals related to a reduction in Company shrink and new store performance were added to the AIP metrics; and •Long-term equity incentives, which for Fiscal Year 2025 consisted of time-based stock options (in lieu of time-based RSUs granted in prior years) and performance-based restricted stock units (“PSUs”), with the PSUs subject to our achievement of two independent performance metrics, net sales and Adjusted EPS, over a three-year performance period.

  37. KEY ELEMENTS OF FISCAL YEAR 2025 NEO COMPENSATION

    | NEOs at Fiscal Year End | | | Jason Potter | •Employment Start Date: February 3, 2025 •Base salary: $1,025,000 •Target bonus: $1,281,250 (125% of base salary) •Actual bonus paid: $487,065 •Target equity (grant value): $4,200,000 (410% of base salary) •Make whole new hire equity (time-based RSUs)(grant value): $2,000,000 •Inducement new hire equity (stock options, both time-based and performance-based) (grant value): $1,263,333 | | Christopher M. Miller | •Employment Start Date: January 6, 2025 •Base salary: $550,000 •Target bonus: $330,000 (60% of base salary) •Actual bonus paid: $135,934 •Inducement new hire cash bonus: $100,000 (net of applicable taxes) •Target equity (grant value): $1,100,000 (200% of base salary) •Inducement new hire equity (time-based RSUs)(grant value): $400,000 | | Steven K. Wilson | •Base salary: $486,675 (5% increase) •Target bonus: $292,005 (60% of base salary—no change) •Actual bonus paid: $120,504 •Target equity (grant value): $1,158,750 (250% of base salary—no change) | | Andrea R. Bortner | •Base salary: $481,937 (5% increase) •Target bonus: $289,162 (60% of base salary—no change) •Actual bonus paid: $119,331 •Target equity (grant value): $917,976 (200% of base salary—no change) | | Luke D. Thompson | •Base salary: $454,104 (5% increase) •Target bonus: $272,462 (60% of base salary—no change) •Actual bonus paid: $112,439 •Target equity (grant value): $864,960 (200% of base salary—no change) |

  38. FISCAL YEAR 2025 NEO COMPENSATION DETERMINATIONS

    | Base Salary | AIP | Equity | | ✓Reasonable merit-based salary increases approved and effective mid-year | ✓No change to target bonus opportunity as a percentage of base salary ✓Continued use of two financial performance metrics as primary measures ✓Two operational performance metrics added for Vice Presidents and above ✓Fiscal Year 2025 AIP bonuses were earned at 42.1% of target bonus | ✓No change to target equity opportunity as a percentage of base salary ✓Replaced RSUs with stock options to align equity pay outcomes with an instrument whose value depends solely on stock price movements ✓Shifted the mix of equity awards to target PSUs (50% of grant value) and stock options (50% of grant value) from the prior mix of target PSUs and RSUs of 70% of grant value and 30% of grant value, respectively, for the CEO and 60% of grant value and 40% of grant value, respectively, for all other NEOs ✓Continued use of two PSU performance metrics, each with 50% weighting of grant value of target PSUs |

  39. COMPENSATION MIX FOR NEOS

    COMPENSATION MIX FOR NEOS In Fiscal Year 2025, in line with our compensation philosophy that a significant portion of our executive pay be tied to company performance, approximately 84% of our President and Chief Executive Officer’s and 72% of our other NEOs target total direct compensation at Fiscal Year End was variable (or “at risk”), with value ultimately tied to either the achievement of financial and objective corporate goals, stock price performance, or both. In addition, the pay mix also is intended to provide a balance of short-term and long-term performance goals based on Company performance, as well as provide retention and motivation incentives by using time-based and performance-based equity. For Fiscal Year 2025, the Compensation Committee adjusted the long-term equity incentive program for our Named Executive Officers to (i) utilize stock options in lieu of time-based RSUs and (ii) shift the mix of equity awards granted in Fiscal Year 2025 to 50% PSUs and 50% stock options, based on grant date value. Stock options align stockholder value and equity pay outcomes over time by tying realizable compensation solely to stock price appreciation. PSUs build on this alignment by introducing a structured pay-for-performance framework with ‘at risk’ compensation tied to multi-year performance objectives, reinforcing disciplined, long-term decision-making within our risk framework. The charts below illustrate the target mix of pay for Fiscal Year 2025 (excluding new hire equity awards, benefits, and perquisites) for Mr. Potter and our NEOs at Fiscal Year End. The Compensation Committee believes this pay mix appropriately aligns the interests of executives and our stockholders.

  40. CEO Target Mix of Pay

    | | | 66% Long-Term | | | 16% Salary | 18% AIP | 33% Stock Options | 33% PSUs | | | 84% Variable | | |

  41. Other NEOs at Fiscal Year End Average Target Mix of Pay

    | | | 56% Long-Term | | | 28% Salary | 16% AIP | 28% Stock Options | 28% PSUs | | | 72% Variable | | |

  42. Key Elements of Fiscal Year 2025 NEO Compensation Program

    | Component | | Description | Objectives, Rationale and Link To Stockholder Value | | Short-Term | Base Salary | Annual fixed cash compensation | Securing and retaining executives by providing stability and reflecting the market for executive talent, as well as reflecting general merit on an annual basis | | | Annual Incentive Plan (Bonus) | Annual cash compensation based on annual financial and operational goals •Bonus target as percentage of base salary One-year Company performance goals: •Adjusted EBITDA (50% weighting) •Comparable store sales growth (30% weighting) •Reduction in “shrink” (10% weighting) •New Store Sales Performance (10% weighting) Fiscal Year 2025 payout range for each metric: 0% to 200% | Pay-for-performance focus or “at risk” compensation, linking our annual financial and operational goals and short-term performance Adjusted EBITDA and comparable store sales growth are key short-term performance measures which have been used by the Company for six years to assess year-over-year growth and are used by investors to assess performance and are critical to the Company’s positioning for positive growth The operational metric related to a reduction in Company shrink (losses related to product markdowns, throwaways and theft) directly impacts the Company’s profitability The operational metric related to new store sales performance is an important factor in driving the Company’s long-term growth and success | | | Profit Sharing Program | Provides for discretionary Company contributions to 401(k) Plan accounts based on the Company’s profitability during the year | Aligns retirement benefits to Company profitability, incentivizing focus on delivering sustainable financial performance | | Long-Term | PSUs | Performance-based award that vests in a single installment following the three-year performance period Payout based on two financial measures: •3-year cumulative net sales (50% weighting of grant value of target PSUs) •3-year cumulative adjusted EPS growth (50% weighting of grant value of target PSUs) Fiscal Year 2025 payout range for each metric: 0% to 200% | Pay-for-performance focus or “at risk” compensation, incentivizing strategic long-term decision-making over a three-year period within our risk framework Cumulative net sales and cumulative EPS growth are key performance measures used by investors to assess performance and are critical to the Company’s long-term growth | | | Stock Options | Time-based award, with three equal annual installments vesting over a three-year vesting period from the vesting commencement date and a ten-year term | Strongly aligns stockholder and executive outcomes, as stock options have value only if stockholders experience stock price appreciation, while providing significant upside for sustained long-term performance |

  43. FISCAL YEAR 2025 ANNUAL INCENTIVE PLAN (BONUS)

    FISCAL YEAR 2025 ANNUAL INCENTIVE PLAN (BONUS) Our Named Executive Officers, other senior members of our management team, as well as certain other employees of the Company, are eligible to receive an annual cash bonus pursuant to our AIP. Our AIP is designed to create a performance-based link between executive compensation and our annual financial and operational goals and short-term performance. Actual annual cash incentive awards are calculated by multiplying each NEO’s target bonus opportunity (which is a percentage of base salary) by an overall achievement factor based on the combined weighted achievement of the applicable pre-determined quantitative performance goals. When establishing the performance goals for the AIP, the Compensation Committee approves target payout for performance that it believes is reasonable and challenging to achieve. The Compensation Committee also establishes stretch goals for payouts higher than target to incentivize and reward participants for exceptional performance in the prevailing business environment. As reflected in the Summary Compensation Table, AIP payments have varied significantly over the last three years for our Named Executive Officers and are highly correlated with the Company’s annual financial performance.

  44. FISCAL YEAR 2025 ANNUAL INCENTIVE PLAN (BONUS)

    | 2026 Proxy Statement | 49 |

  45. FISCAL YEAR 2025 ANNUAL INCENTIVE PLAN (BONUS)

    Annual bonus amounts (if any) for NEOs are payable in a lump sum cash amount in the first quarter of the subsequent fiscal year. Payments with respect to any bonus amount under the AIP are generally subject to a participant’s continued employment through the payment date. At the discretion of the Compensation Committee, bonuses can also be paid in shares of our common stock, although the Compensation Committee has not utilized that feature previously and has no current plans to do so.

  46. Fiscal Year 2025 Target Bonus Opportunity

    Fiscal Year 2025 Target Bonus Opportunity For each fiscal year, the NEOs’ annual target incentive bonuses are determined as a percentage of their base salaries and typically determined with the same timing and based on the same factors that the Compensation Committee considers in setting base salary. The following table summarizes the annual cash incentive opportunity for each of our tenured NEOs for Fiscal Year 2025, which remained unchanged from Fiscal Year 2024. The actual bonus received is calculated based on the salary paid during the Fiscal Year, taking into account prorated days worked and any mid-year salary adjustments.

  47. Fiscal Year 2025 Target Bonus Opportunity

    | NEO | Target Bonus Opportunity (% Of Salary) | | Jason Potter | 125 | | Christopher M. Miller | 60 | | Steven K. Wilson | 60 | | Andrea R. Bortner | 60 | | Luke D. Thompson | 60 |

  48. Fiscal Year 2025 Earned AIP

    Fiscal Year 2025 Earned AIP Despite progress on strategic priorities during Fiscal Year 2025, the Company’s financial performance was below expectations and missed financial performance targets under the AIP for the year. Consistent with the Company’s pay-for-performance philosophy, these financial results led to AIP payouts to NEOs being well below target levels for the year. Payout to NEOs under the AIP for Fiscal Year 2025 was 42.1% of target. The following table summarizes the Fiscal Year 2025 annual incentive awards earned under the Fiscal Year 2025 AIP based on actual performance, as compared to the target opportunity, for each of our Named Executive Officers as of the Fiscal Year End. Messrs. Lindberg and Chikkala and Mss. Gray and Burke were not employees of the Company as of the payment date for the AIP for Fiscal Year 2025 and, therefore, did not received an AIP bonus for Fiscal Year 2025.

  49. Fiscal Year 2025 Earned AIP

    | NEO | FY 2025 Base Salary(1) ($)X | Target Bonus (%) | = | Target Bonus Amount ($)X | Overall Achievement Factor (%) | = | Actual Bonus Received ($) | | Jason Potter | 1,025,000 | 125 | | 1,281,250 | 42.1 | | 487,065 | | Christopher M. Miller | 550,000 | 60 | | 330,000 | 42.1 | | 135,934 | | Steven K. Wilson | 486,675 | 60 | | 292,005 | 42.1 | | 120,504 | | Andrea R. Bortner | 481,937 | 60 | | 289,162 | 42.1 | | 119,331 | | Luke D. Thompson | 454,104 | 60 | | 272,462 | 42.1 | | 112,439 |

  50. Fiscal Year 2025 Earned AIP

    (1)Mr. Potter and Mr. Miller’s base salary used to determine the AIP bonus was prorated based on their effective hiring dates of February 3, 2025 and January 6, 2025, respectively. Messrs. Wilson and Thompson and Ms. Bortner’s base salary used to determine the AIP bonus was prorated as of the effective date of their salary increase on June 1, 2025.

  51. Fiscal Year 2025 Earned AIP

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  52. LONG-TERM EQUITY INCENTIVE COMPENSATION

    LONG-TERM EQUITY INCENTIVE COMPENSATION Each of our Named Executive Officers is provided with the following long-term equity incentive compensation.

  53. New Hire Equity Awards

    New Hire Equity Awards In Fiscal Year 2025, the following new hire long-term equity awards were made to Mr. Potter: •a new hire grant of stock options to purchase 250,000 shares of the Company's common stock, with one-third of such options vesting and becoming exercisable three years after the grant date, and two-thirds of such options vesting upon achievement of certain stock price performance targets during such three-year period and becoming exercisable three years after the grant date, as an inducement to join the Company; and •a new hire grant of RSUs in an amount equal to $2,000,000, which vests in a single installment one year after the grant date, as a make-whole award to compensate for forfeited awards from Mr. Potter’s prior employer. In Fiscal Year 2025, Mr. Miller received a new hire grant of RSUs with a grant value of $400,000 and standard three-year vesting as an inducement to join the Company. These awards to Messrs. Potter and Miller are more fully described below under “Executive Transitions During Fiscal Year 2025.”

  54. New Hire Equity Awards

    | NEO | Value of RSUs ($) | RSUs (# Of Shares) | Value of Stock Options ($) | Stock Options (# Of Shares) | | Jason Potter | 2,000,000 | 168,492 | 1,263,333 | 250,000 | | Christopher M. Miller | 400,007 | 33,699 | — | — |

  55. Fiscal Year 2025 Target Equity Opportunity

    Fiscal Year 2025 Equity Awards. For Fiscal Year 2025, the Compensation Committee revised the long-term equity incentive program for our Named Executive Officers to increase the emphasis on absolute stock price performance by (i) utilizing stock options in lieu of time-based RSUs and (ii) shifting the mix of equity awards to 50% PSUs and 50% stock options. Stock options align stockholder value and equity pay outcomes over time by tying realizable compensation solely to stock price appreciation, meaning executives derive value only in periods of stockholder value creation. PSUs build on this alignment by introducing a structured pay-for-performance framework with ‘at risk’ compensation tied to multi-year performance objectives, reinforcing disciplined, long-term decision-making within our risk framework.

  56. Fiscal Year 2025 Target Equity Opportunity

    Fiscal Year 2025 Stock Option Awards. The specific number of stock options to be granted was determined by dividing 50% of the target equity opportunity by the Black-Scholes value as determined by an independent third party. The stock options have an exercise price equal to the closing price of our common stock on the grant date, vest over a three-year period with one-third vesting on each of the three annual anniversaries of a specified vesting commencement date, contingent on the recipient’s continued employment with or service to us through the applicable vesting date, and have a ten-year term. Fiscal Year 2025 PSU Awards. The number of target PSUs to be awarded was determined by dividing 50% of the target equity opportunity by the closing price of our common stock on the grant date. The PSUs will be earned based on the achievement of a cumulative net sales-based performance metric (50% weighting) and a cumulative adjusted EPS growth-based performance metric (50% weighting), each over a three-year performance period. Cumulative net sales and cumulative EPS growth are key performance measures used by investors to assess performance and are critical to the Company’s growth. Any earned PSUs will vest in one installment as of the end of the three-year performance period and contingent on continued employment with or service to us through the determination date (subject to certain proration payouts upon specified termination events or full vesting upon a termination following a change in control). The Compensation Committee determines whether the performance metrics for PSUs have been achieved and if so, the level of achievement. The number of PSUs ultimately earned will be equal to the number of PSUs granted multiplied by the applicable percentage of actual performance achieved compared to the performance goals, based on the weighting. Earned PSUs for each performance metric can range from 0% to 200% of the number of PSUs granted based on the following performance levels and percentages: below minimum (0%); minimum (50%); target (100%); and maximum (200%). Actual performance that falls between the levels of achievement will be determined using linear interpolation. For the Fiscal Year 2025 PSU awards, the Compensation Committee revised the slope of the payout scale to reduce annual payout volatility. Fiscal Year 2025 RSUs, Stock Options and PSU Grants. In Fiscal Year 2025, the following long-term equity awards were made to our Named Executive Officers. Pursuant to the Lindberg Interim CEO Agreement, Mr. Lindberg received an RSU for 295,280 shares with a grant date fair value of $4,104,392, of which 78,742 shares vested as of his separation date of February 2, 2025 based on the number of days Mr. Lindberg served as Interim President and Chief Executive Officer. See “Executive Transitions” below. While Mr. Chikkala and Mss. Gray and Burke received stock option and PSU awards in Fiscal Year 2025, upon their departure from or termination of services with the Company, all stock options were forfeited and a prorated portion of the PSU awards at target granted to Mr. Chikkala and Ms. Burke remain outstanding while all PSU awards held by Ms. Gray were forfeited. See “Grants of Plan-Based Awards.”

  57. Fiscal Year 2025 Target Equity Opportunity

    | NEO | Value of Stock Options ($) | Stock Options (# Of Shares) | Value of PSUs at Target ($) | PSUs at Target (# Of Shares) | | Jason Potter | 2,100,002 | 371,025 | 2,100,005 | 176,917 | | Christopher M. Miller | 550,005 | 97,174 | 550,008 | 46,336 | | Steven K. Wilson | 579,380 | 102,364 | 579,387 | 48,811 | | Andrea R. Bortner | 458,992 | 81,094 | 458,989 | 38,668 | | Luke D. Thompson | 432,481 | 76,410 | 432,483 | 36,435 |

  58. Settlement of Fiscal Year 2023 PSU Awards (Fiscal Year 2023-2025 Performance Period)

    Settlement of Fiscal Year 2023 PSU Awards (Fiscal Year 2023-2025 Performance Period) The Fiscal Year 2023 PSUs vested in one installment after the three-year performance period (January 1, 2023 to January 3, 2026) based on the Compensation Committee’s determination of achievement of specified performance goals and contingent on continued employment or service with us (subject to certain proration payouts upon specified termination events or full vesting upon a termination following a change in control). Performance Goals and Achievement Levels for Fiscal Year 2023 PSU Awards. Despite progress on strategic priorities during Fiscal Year 2025, the Company’s financial performance was below expectations and contributed to achievement below target levels for the Fiscal Year 2023 PSUs. Consistent with the Company’s pay-for-performance philosophy, this resulted in payouts to our NEOs under the Fiscal Year 2023 PSUs that were 53% of their target payouts for these awards.

  59. Settlement of Fiscal Year 2023 PSU Awards (Fiscal Year 2023-2025 Performance Period)

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  60. Settlement of Fiscal Year 2023 PSU Awards (Fiscal Year 2023-2025 Performance Period)

    The following table sets forth the performance goals and actual performance that were used to calculate the Fiscal Year 2023 PSUs for our Named Executive Officers. For actual performance between the specified minimum, target and maximum levels, the resulting achievement percentage was adjusted on a linear interpolation basis.

  61. Settlement of Fiscal Year 2023 PSU Awards (Fiscal Year 2023-2025 Performance Period)

    | | Three-Year Revenue | | Three-Year Cumulative Adjusted EBITDA Growth(1) | | | | Revenue ($B) | Payout (%) | Cumulative Adjusted EBITDA Growth (%) | Payout (%) | | Minimum | 12.5 | 50 | 24 | 50 | | Target | 13 | 100 | 30 | 100 | | Maximum | 13.5 | 200 | 36 | 200 | | ACTUAL | 13 | 106 | 18.8 | 0 | | Overall Combined Achievement of Target = 53% | | | | |

  62. Settlement of Fiscal Year 2023 PSU Awards (Fiscal Year 2023-2025 Performance Period)

    (1)As provided for in the form of Performance Stock Unit Agreement for the Fiscal Year 2023 PSUs, the definition of “Adjusted EBITDA” was determined based on the definition of such metric as publicly disclosed in (or as calculated in a manner consistent with) the Company’s Annual Report on Form 10-K for the Company’s 2022 fiscal year ended December 31, 2022. Fiscal Year 2023 Earned PSUs. The achievement levels resulted in the following earned Fiscal Year 2023 PSUs for our Named Executive Officers as of the Fiscal Year End other than for Messrs. Lindberg, Potter, Miller and Chikkala, who were not employed at the time the 2023 PSUs were granted. Ms. Gray was granted a 2023 PSU for 10,719 shares at target but this award was forfeited upon the termination of her employment.

  63. Settlement of Fiscal Year 2023 PSU Awards (Fiscal Year 2023-2025 Performance Period)

    | NEO | FY 2023 PSUs (Target) (# Of Shares) | FY 2023 Earned PSUs (# Of Shares) | | Steven K. Wilson | 24,735 | 13,110 | | Andrea R. Bortner | 19,407 | 10,286 | | Luke D. Thompson | 17,941 | 9,509 | | Pamela B. Burke | 21,265 | 11,270 |

  64. Settlement of Fiscal Year 2023 PSU Awards (Fiscal Year 2023-2025 Performance Period)

    | 54 | |

  65. EXECUTIVE TRANSITIONS DURING FISCAL YEAR 2025

    EXECUTIVE TRANSITIONS DURING FISCAL YEAR 2025 On January 17, 2025, our Board appointed Jason Potter as President and Chief Executive Officer, effective February 3, 2025. In connection with that appointment, we entered into an employment agreement with Mr. Potter (“Potter Employment Agreement”) pursuant to which he agreed to serve as President and Chief Executive Officer and as a member of the Board. The independent members of the Board consulted with Korn Ferry to determine Mr. Potter’s initial compensation arrangement, including obtaining a market-based assessment and analysis and a review of the compensation he would forfeit upon his resignation from his then current employer. The compensation for Mr. Potter was developed using, among other factors, current market conditions for a president and chief executive officer in similarly situated companies, the compensation structure that would provide the most effective performance incentives, and alignment with the Company’s existing executive compensation framework. The independent members of the Board also evaluated the distribution of potential compensation outcomes and the manner in which overall compensation levels would be delivered, which informed the decision to emphasize equity-based incentives, including stock options, with value dependent on stock price appreciation and strong stockholder alignment. The resulting compensation package was designed to tie a substantial portion of Mr. Potter’s compensation directly to the performance of our business under his leadership and is comparable to compensation paid to the Company’s prior chief executive officer. The Potter Employment Agreement provides that Mr. Potter will: •receive an annual base salary of $1,025,000, subject to increase in the discretion of the Board; •be eligible for an annual incentive bonus with a target of 125% of base salary; and •receive a relocation allowance of up to $500,000 (net of applicable taxes, if any). Under the Potter Employment Agreement, Mr. Potter received: •a grant of stock options having a grant date fair value for financial reporting purposes of $2,100,000, with an exercise price equal to the closing trading price of the Company's common stock on the grant date (the “Closing Price”), which will vest over three years in equal annual installments; •a grant of PSUs with a three-year performance period with the number of target PSUs equal to $2,100,000 divided by the Closing Price and a maximum payout of 200% of target; •an additional new hire grant of stock options to purchase 250,000 shares of the Company's common stock (the “New Hire Stock Options”), with one-third of such options vesting and becoming exercisable three years after the grant date, and two-thirds of such options vesting upon achievement of certain stock price performance targets during such three-year period and becoming exercisable three years after the grant date, as an inducement to join the Company and as further set forth below; and •an additional new hire grant of RSUs in an amount equal to $2,000,000 divided by the Closing Price and vesting in a single installment one year after the grant date, as a make-whole award to compensate for forfeited awards from Mr. Potter’s prior employer. One-third of the New Hire Stock Options will vest upon the achievement, within three years following the grant date, of a stock price equal to or exceeding 125% of the exercise price of $11.87 for a period of 45 consecutive trading days and will become exercisable three years after the grant date; one-third of the New Hire Stock Options will vest upon the achievement, within three years following the grant date, of a stock price equal to or exceeding 150% of the exercise price of $11.87 for a period of 45 consecutive trading days and will become exercisable three years after the grant date; and one-third of the New Hire Stock Options will vest and become exercisable three years after the grant date. Directly tying the vesting of two-thirds of the New Hire Stock Options to specific stock price performance targets aligns the value of this inducement award to Mr. Potter with our stockholders, while the time-vesting requirements of the entirety of the New Hire Stock Options promotes retention. The agreement also contains specified severance benefits upon certain terminations of employment. In consideration of the benefits provided to Mr. Potter, the employment agreement contains non-competition covenants during the term of the agreement as well as confidentiality and employee non-solicitation covenants. See “Potential Payments Upon Termination or Change in Control.”

  66. EXECUTIVE TRANSITIONS DURING FISCAL YEAR 2025

    Eric J. Lindberg, Jr. Mr. Lindberg served as Interim President and Chief Executive Officer from October 29, 2024 to February 2, 2025. In connection with such appointment, Mr. Lindberg and the Company entered into an Interim President and Chief Executive Officer Agreement (the “Lindberg Interim CEO Agreement”). The terms of the Lindberg Interim CEO Agreement were negotiated using, among other factors, current market conditions for a president and chief executive officer in similarly situated companies under similar circumstances, as well as discussions with Korn Ferry on market appropriate terms. Under the Lindberg Interim CEO Agreement, Mr. Lindberg received: •a base salary of $79,167 per month; •a cash bonus of $315,582, which was calculated based on a maximum bonus opportunity of $1,187,500 and prorated for the number of days that Mr. Lindberg served as Interim President and Chief Executive Officer; and •RSUs for 295,280 shares of which 78,742 shares vested as of his separation date of February 2, 2025 based on the number of days Mr. Lindberg served as Interim President and Chief Executive Officer. Mr. Lindberg provided transition services (“Transition Services”) from the date of Mr. Potter’s appointment as President and Chief Executive Officer on February 2, 2025 to March 31, 2025 (“Transition Period”). In connection with such Transition Services, Mr. Lindberg received: •his monthly salary during the Transition Period, which totaled $158,333; and •the pro rata portion of the cash bonus through the end of the Transition Period, or $182,192. The compensation paid to Mr. Lindberg for his services as Interim President and Chief Executive Officer and for Transition Services are set forth in the Summary Compensation Table. Mr. Lindberg received additional cash compensation in Fiscal Year 2025 for his service as a non-employee director after the conclusion of the Transition Period, but he did not receive any director cash compensation during his employment period. As a result of his continuous service to the Company as a director, Mr. Lindberg continues to vest in outstanding equity awards that he earned while previously employed with the Company.

  67. Christopher M. Miller

    Christopher M. Miller Mr. Miller joined the Company as EVP, Chief Financial Officer on January 6, 2025. Mr. Miller’s compensation was developed using, among other factors, current market conditions for a chief financial officer in similarly situated companies, as well as discussions with Korn Ferry and the review of a market-based assessment and analysis. In connection with his appointment as EVP, Chief Financial Officer , Mr. Miller will: •receive an annual base salary of $550,000; •be eligible for an annual cash bonus with a target of 60% of base salary; and •receive (i) annual equity grants with a target grant value of 200% of his base salary, with 60% and 40% of the total equity grant value to be issued in PSUs and RSUs, respectively. In addition, in connection with his appointment as EVP, Chief Financial Officer , Mr. Miller received the following as inducements to join the Company: •a new hire grant of RSUs with a grant date value of $400,000 and standard three year vesting; and •a signing bonus of $100,000 (net of applicable taxes).

  68. Pamela B. Burke

    Pamela B. Burke Ms. Burke and the Company agreed upon a departure as an employee of the Company effective as of October 3, 2025. The Company determined that Ms. Burke’s separation of employment was a Covered Termination (as defined in the Company’s Executive Severance Plan) and Ms. Burke received separation benefits pursuant to the Executive Severance Plan and as set forth in the Potential Payments Upon Termination of Change in Control. In addition, the Company and Ms. Burke entered into a Consulting Agreement effective as of October 3, 2025 which provides for Ms. Burke to provide transition services until April 1, 2026 at an hourly rate which was determined to be market rate. As a result of her continuous service to the Company, Ms. Burke continued to vest in her outstanding equity awards until the termination of her service on April 1, 2026.

  69. Ramesh Chikkala

    Ramesh Chikkala Mr. Chikkala and the Company agreed upon a departure from the Company effective as of June 6, 2025. The Company determined that Mr. Chikkala’s separation of employment was a Covered Termination (as defined in the Company’s Executive Severance Plan) and Mr. Chikkala received separation benefits pursuant to the Executive Severance Plan and as set forth in the Potential Payments Upon Termination of Change in Control.

  70. Steven K. Wilson

    Steven K. Wilson Mr. Wilson and the Company agreed upon a departure from the Company effective as of March 20, 2026. The Company determined that Mr. Wilson’s separation of employment was a Covered Termination (as defined in the Company’s Executive Severance Plan) and Mr. Wilson received separation benefits pursuant to the Executive Severance Plan and as set forth in the Potential Payments Upon Termination of Change in Control.

  71. Initial Fiscal Year 2026 NEO Compensation Program Determinations

    Initial Fiscal Year 2026 NEO Compensation Program Determinations For Fiscal Year 2026, the Compensation Committee implemented changes to the compensation program to better reflect the business challenges in 2026. The Compensation Committee maintained financial goals for the AIP program based on adjusted EBITDA and comparable store sales growth, and, in order to enhance focus and accountability on specific operations and strategic performance areas, replaced the operational goals related to a reduction in Company shrink and new store sales performance with individual goals for all executives other than our President and Chief Executive Officer, whose AIP bonus opportunity will be entirely based on Company financial performance. For equity grants made to Named Executive Officers in Fiscal Year 2026, the Compensation Committee determined to utilize a mix of PSUs that are tied to the Company’s stock price performance and time-based RSUs. PSUs granted in Fiscal Year 2026 will be earned based on the achievement of specified stock price goals at the end of a three-year performance period. Earned PSUs can range from 0% (below minimum) for an ending 30-day average stock price below $12.50 to 200% (maximum) for an ending 30-day average stock price of $20.00 or more. The performance goals for these PSUs were established using a stock price for the Company’s common stock that was significantly higher than the then current stock price, thereby directly tying executive compensation to stock price performance and requiring a rigorous growth rate to achieve a payout. The Compensation Committee also determined to use time-based RSUs which fosters a culture of ownership and supports the Company’s efforts to retain key talent at a lower share utilization rate than stock options.

  72. Process and Roles for Determining Compensation

    Process and Roles for Determining Compensation The independent members of the Board set the compensation for our Chief Executive Officer after taking into account market data and other factors they deem relevant. The Board seeks to tie a substantial portion of the Chief Executive Officer’s compensation directly to the performance of our business and stock price under such person’s leadership. On January 17, 2025, our Board appointed Jason Potter as President and Chief Executive Officer, effective February 3, 2025. In connection with that appointment, we entered into an employment agreement with Mr. Potter pursuant to which he agreed to serve as President and Chief Executive Officer and as a member of the Board. The independent members of the Board consulted with Korn Ferry to determine Mr. Potter’s initial compensation arrangement, including obtaining a market-based assessment and analysis. The compensation for Mr. Potter was developed using, among other factors, current market conditions for a president and chief executive officer in similarly situated companies with the goal of having a substantial portion of his compensation tied directly to the performance of our business under his leadership. The Compensation Committee sets the compensation of each of the other Named Executive Officers. During that process, the Compensation Committee seeks the input of the President and Chief Executive Officer and the Chief Human Resources Officer. At the end of each year, the President and Chief Executive Officer reviews a self-assessment prepared by each Named Executive Officer and assesses the Named Executive Officer’s performance against such person’s area of responsibility and individual goals and objectives, as well as the potential for advancement. Mr. Potter provided the Compensation Committee with his assessment of each Named Executive Officer’s performance in connection with a review of the NEO’s base salaries in June 2025. The Compensation Committee then considers such assessments, the Company’s overall performance, benchmarking data and other factors it deems relevant, and reviews and approves the compensation for each Named Executive Officer. No NEO provides input or participates in the deliberation of the Board or Compensation Committee with respect to his or her own compensation. The Compensation Committee determined to re-engage Korn Ferry as its independent compensation consultant for Fiscal Year 2025 and approved the terms of the engagement. Representatives of Korn Ferry attend each regular Compensation Committee meeting. Korn Ferry provided recommendations on an appropriate peer group and general retail market survey data to assist in benchmarking target total direct compensation for all Named Executive Officers (including for Mr. Potter), as well as detailed market information on the elements and design of the executive compensation program.

  73. Process and Roles for Determining Compensation

    | Role | Responsibility | | Full Board | ✓Approve new equity incentive plans and share pool increases under existing equity plans (subject to stockholder approval) ✓Review succession planning for our President and Chief Executive Officer and senior executive team | | Independent Members of Board | ✓Approve the target total direct compensation for our President and Chief Executive Officer | | Compensation Committee | ✓Establish the compensation philosophy for our Named Executive Officers and seek to ensure alignment with compensation programs, policies and practices ✓Establish the compensation program for all executive officers (including cash-based incentive plans) and approve the target total direct compensation for our executive officers (other than our President and Chief Executive Officer) ✓Periodically review and make recommendations to the Board with respect to the adoption of, or amendments to, all equity-based incentive compensation plans for employees ✓Oversee our employee compensation and benefit programs, including through delegation to management ✓Evaluate our employee compensation programs to determine whether the relationship between the incentives associated with these plans and the level of risk-taking in response to such incentives is reasonably likely to have a material adverse effect on us ✓Periodically engage with stockholders regarding our executive officer compensation programs | | Independent Consultant | ✓Serve as the independent advisor to the independent members of the Board and the Compensation Committee, including to review the competitiveness of compensation provided to the President and Chief Executive Officer and other executive officers and provide the Compensation Committee with an executive compensation assessment, peer group and general retail market survey data analysis, and review of our annual Compensation Discussion and Analysis and related compensation disclosures in SEC filings ✓Provide analyses that inform the decisions of the Compensation Committee and the independent members of the Board without deciding or approving any compensation decisions ✓To the extent requested, independently meet with the Compensation Committee in executive session during regularly scheduled meetings and independently meet once per year with the independent members of the Board to discuss President and Chief Executive Officer compensation | | President and CEO | ✓Recommend strategic direction and goals, supported by the executive compensation programs, which are then reviewed and approved by the Compensation Committee and Board, as applicable ✓Evaluate executive officer performance and develop recommendations for compensation aligned to the compensation philosophy and compensation and benefits programs, excluding such person’s own compensation |

  74. COMPENSATION LEVELS AND BENCHMARKING

    COMPENSATION LEVELS AND BENCHMARKING We benchmark our executive compensation against a peer group of public companies that we believe we compete for executive talent as well as general retail market survey data from Korn Ferry, the Compensation Committee’s independent consultant. Such benchmarking focuses on target total direct compensation , which consists of base salary, the target annual incentive bonus opportunity and the target long-term equity incentive opportunity. While the Board and the Compensation Committee do not benchmark individual compensation components, they generally use the 50th percentile of target total direct compensation as a reference point. Additionally, we evaluate target total direct compensation levels taking into account internal equity considerations (including position, responsibility and contribution), as well as the appropriate pay mix for a particular position. The peer group is periodically evaluated and updated to ensure the companies in the group remain relevant to us based on our changing size, changing dynamics in the market in which we compete for executive talent and other factors. In assessing the appropriateness of peer companies for our peer group for Fiscal Year 2025, the Compensation Committee primarily considered industry (companies within relevant GICS sector), company size (annual revenue, market capitalization, number of stores, and other financial metrics), performance (similar profitability and market performance profile) and operational complexity. Korn Ferry reviews the companies in the peer group annually and proposes any changes in response to mergers and acquisitions, significant movements in revenues or market capitalization, and revised business strategies. Based on these recommendations, the following changes were made to the peer group for fiscal 2025: Big Lots, Inc., Floor & Décor Holdings, Inc. and Deckers Outdoor Corporation were removed, and Cracker Barrel Old Country Store, Inc. and Village Super Market, Inc. were added. The peer group of 16 companies which, along with broader market survey data, were used for benchmarking purposes in Fiscal Year 2025 is set forth below.

  75. COMPENSATION LEVELS AND BENCHMARKING

    | ✓Bloomin’ Brands, Inc. ✓Brinker International, Inc. ✓Carter’s Inc. ✓Cracker Barrel Old Country Store, Inc. ✓Five Below, Inc. | ✓Ingles Markets Inc. ✓Leslie’s, Inc. ✓National Vision Holdings, Inc. ✓Ollie’s Bargain Market Holdings, Inc. ✓Petco Health and Wellness Company, Inc. ✓PriceSmart, Inc. | ✓Sleep Number Corporation ✓Sprouts Farmers Market, Inc. ✓Texas Roadhouse, Inc. ✓Village Super Market, Inc. ✓Weis Markets, Inc. |

  76. EXECUTIVE SEVERANCE PLAN

    EXECUTIVE SEVERANCE PLAN The Company maintains the Grocery Outlet Holding Corp. Executive Severance Plan (the “Executive Severance Plan”) to provide severance benefits to certain eligible employees of the Company and its affiliates who experience a termination of employment under the conditions described in the Executive Severance Plan. Eligible employees under the Executive Severance Plan in Fiscal Year 2025 included all of our Named Executive Officers at Fiscal Year End, other than Mr. Potter due to his employment agreement. The purposes of the Executive Severance Plan, among others, are to assist us in attracting and retaining executives by providing a level of protection against involuntary job loss and to provide appropriate incentives to executives to maintain ongoing alignment with stockholder interests. Eligible employees who receive severance benefits under the Executive Severance Plan will be bound by certain restrictive covenants in favor of the Company, including confidentiality, non- disparagement and non-solicitation covenants. See “Potential Payments Upon Termination or Change in Control” for additional information.

  77. CLAWBACK POLICIES

    CLAWBACK POLICIES Pre-October 2023 Policy. In the event that the Compensation Committee determines, in its discretion, that any fraud, willful misconduct or gross negligence by a current or former “Officer” (as that term is defined in Rule 16a-1(f) under the Exchange Act) caused or contributed, directly or indirectly, to the restatement of our reported financial results, our clawback policy, for incentive compensation received prior to October 2, 2023 (“Pre-October 2023 Clawback Policy”), empowers the Compensation Committee to seek recovery of or cancel any “Overpayment”, which is defined as the difference between (i) any incentive compensation paid, granted, vested, settled or accrued based on the belief that the Company, had met or exceeded performance goals that would not have been met had the financial information been accurate, and (ii) the incentive compensation which the Officer would have been paid or awarded based on the accurate financial information or restated results, as applicable. Under the Pre-October 2023 Clawback Policy, the Compensation Committee has discretion whether to seek recoupment, taking into account any factors as it deems appropriate. Current Policy. As required by the listing standards adopted by Nasdaq as a result of SEC rulemaking, our Board adopted an additional Incentive Compensation Clawback Policy. The policy provides that the Company must promptly recover specified incentive-based compensation that is received by our executive officers on or after October 2, 2023, regardless of fault or misconduct, upon specified accounting restatements of the Company’s financial statement that resulted in such persons receiving an amount that exceeded the amount that would have been received if based on the restated financial statements. There are limited exceptions to the recovery requirement as set forth in the listing standards. Incentive-based compensation is defined as any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure. The subject compensation will be determined without regard to any net settlement of, or taxes paid or payable or withheld on, such compensation, but there will not be any duplicative recovery by the Company. As specified in the listing standards, the Company cannot indemnify, or pay or reimburse for insurance for, an executive officer for recoveries under this policy. The recovery period under the policy is three full years preceding the date our Board or a committee thereof concludes, or reasonably should have concluded, that an accounting restatement is required. If applicable, the Company will provide the current or former executive officer with a written demand for repayment or return and the method thereof (although the Company provides an executive officer with an opportunity to respond at a meeting or otherwise in advance of such formal notice). If such repayment or return is not made when due, the policy provides that the Company will take all reasonable and appropriate actions to recover such erroneously awarded compensation from such person. A copy of our Incentive Compensation Clawback Policy is filed as an exhibit to our Annual Report on Form 10-K for Fiscal Year 2024. Incentive Plan Policies. The 2019 Incentive Plan and AIP incorporate by reference any Company clawback policies into such plans. In addition, the 2019 Incentive Plan provides that (i) if a participant receives any amount in excess of the amount the participant should have received under the terms of an award for any reason (including financial restatement, mistake in calculation or administrative error) or (ii) if the Compensation Committee determines a participant has engaged in specified detrimental activity (including the disclosure of proprietary or confidential information, activity that would be grounds for a for-cause termination, a breach of restrictive covenants, or fraud or contributing to any financial restatements or irregularities), then it may cancel all outstanding equity awards and require the repayment of any gain realized on the vesting or exercise of equity awards.

  78. TIMING OF EQUITY AWARDS

    TIMING OF EQUITY AWARDS The Compensation Committee neither coordinates the timing of equity awards to directors, executive officers or employees with the release of material non-public information nor takes material non-public information into account when determining the terms of equity awards. In addition, the Company does not time the disclosure of material non-public information for the purpose of affecting the value of executive compensation. This practice was memorialized in the Compensation Committee Policy on Granting Option Awards adopted by the Compensation Committee. Annual equity awards generally are made in the first quarter of each fiscal year during an open window period. New hire equity awards to executive officers are generally made shortly after commencement of employment.

  79. TIMING OF EQUITY AWARDS

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  80. Tax and Accounting Implications

    Tax and Accounting Implications The Compensation Committee operates its compensation programs with the good faith intention of complying with Section 409A of the Code. We account for equity-based compensation with respect to our long-term equity incentive award programs in accordance with the requirements of FASB Accounting Standards Codification Topic 718, Compensation—Stock Compensation, or FASB ASC Topic 718. The employment agreement with Mr. Potter, the Executive Severance Plan and certain incentive plans and agreements may entitle participants to receive payments in connection with a change in control that may result in excess parachute payments. Section 280G of the Code prohibits the company from deducting the portion of the parachute payments constituting “excess parachute payments” and Section 4999 of the Code imposes on the payee a 20% excise tax on the excess parachute payments. For this purpose, parachute payments generally are defined as payments to specified persons that are contingent upon a change in control in an amount equal to or greater than three times the person’s base amount (i.e., the five-year average Form W-2 compensation). The excess parachute payments equal the portion of the parachute payments that exceeds one times the payee’s base amount. We are not obligated to pay any tax gross ups with respect to the excise tax imposed on any person who received excess parachute payments, although our plans and agreements may contain provisions to limit or prevent parachute payments.

  81. NONQUALIFIED DEFERRED COMPENSATION

    NONQUALIFIED DEFERRED COMPENSATION Section 409A of the Code requires that nonqualified deferred compensation be deferred and paid under plans or arrangements that satisfy the requirements of the statute with respect to the timing of deferral elections, timing of payments and certain other matters. Failure to satisfy these requirements can expose employees and other service providers to accelerated income tax liabilities, penalty taxes and interest on their vested compensation under such plans. Accordingly, as a general matter, it is our intention to design and administer our compensation and benefits plans and arrangements for all of our employees and other service providers, including our Named Executive Officers, so that they are either exempt from, or satisfy the requirements of, Section 409A.

  82. Summary Compensation Table

    Summary Compensation Table The following table summarizes the total compensation earned by our Named Executive Officers for the fiscal years indicated. We have omitted from this table certain columns if no Named Executive Officer received such types of compensation during the fiscal years covered. The positions for the Named Executive Officers set forth in this table are as of January 3, 2026.

  83. Summary Compensation Table

    | Name And Principal Position | Fiscal Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | All Other Compensation ($)(6) | Total ($) | | Jason Potter President and Chief Executive Officer | 2025 | 925,539 | — | 4,100,005 | 3,363,334 | 487,065 | 625,976 | 9,501,919 | | Eric J. Lindberg, Jr. Former Interim President and Chief Executive Officer | 2025 | 92,183 | — | 150,009 | — | — | 633,906 | 876,098 | | | 2024 | 159,203 | — | 4,254,398 | — | — | 348,486 | 4,762,087 | | | 2023 | — | — | 163,027 | — | — | 225,000 | 388,027 | | Christopher M. Miller EVP, Chief Financial Officer | 2025 | 538,140 | 100,000 | 950,015 | 550,005 | 135,934 | 71,450 | 2,345,544 | | Lindsay E. Gray Former Interim Chief Financial Officer | 2025 | 144,857 | — | 258,386 | 258,379 | — | 2,650 | 664,272 | | | 2024 | 344,446 | — | 516,780 | — | 31,517 | 330,553 | 1,223,296 | | Steven K. Wilson EVP, Chief Purchasing Officer | 2025 | 477,055 | — | 579,387 | 579,380 | 120,504 | 13,903 | 1,770,229 | | | 2024 | 463,463 | — | 1,158,797 | — | 50,888 | 11,478 | 1,684,626 | | | 2023 | 448,767 | — | 1,125,030 | — | 299,684 | 37,840 | 1,911,321 | | Andrea R. Bortner EVP, Chief Human Resources Officer | 2025 | 472,411 | — | 458,989 | 458,992 | 119,331 | 1,706 | 1,511,429 | | | 2024 | 458,940 | — | 917,995 | — | 50,392 | 2,040 | 1,429,367 | | | 2023 | 440,125 | — | 882,695 | — | 293,913 | 37,940 | 1,654,673 | | Luke D. Thompson EVP, General Counsel and Secretary | 2025 | 445,128 | — | 432,483 | 432,481 | 112,439 | 800 | 1,423,331 | | Pamela B. Burke Former Chief Stores Officer | 2025 | 381,862 | — | 507,787 | 507,781 | — | 252,283 | 1,649,712 | | | 2024 | 507,714 | — | 1,015,584 | — | 55,747 | 1,340 | 1,580,385 | | | 2023 | 482,275 | — | 967,212 | — | 322,060 | 37,840 | 1,809,387 | | Ramesh Chikkala Former Chief Operations Officer | 2025 | 215,633 | — | 500,000 | 500,004 | — | 492,918 | 1,708,555 | | | 2024 | 469,780 | — | 1,250,015 | — | 51,582 | 1,036 | 1,772,413 |

  84. Summary Compensation Table

    (1)Amounts reported in the “Salary” column represent the base salary earned by each Named Executive Officer during the fiscal year covered. For a description of salary increases see “Compensation Discussion and Analysis-Base Salary.”

  85. Summary Compensation Table

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  86. Summary Compensation Table

    (2)Amount reporting in this column represents a sign on bonus paid to Mr. Miller as an inducement to join the Company. See “Compensation Discussion and Analysis-Executive Transitions.” (3)Amounts reported in the “Stock Awards” column represent the aggregate grant date fair value of PSUs and RSUs granted. See the “Grants of Plan-Based Awards Table” for further information on the number of PSUs and RSUs granted to our Named Executive Officers in Fiscal Year 2025. These amounts reflect the grant date fair value of the awards, and do not correspond to the actual value that may be realized by the Named Executive Officer. The grant date fair value of the PSUs and RSUs are calculated as of the closing price of our common stock as quoted on Nasdaq on the grant date multiplied by the number of shares of our common stock subject to the award. See Note 1, Organization and Summary of Significant Accounting Policies, and Note 8, Share-based Awards to our consolidated financial statements contained in our 2025 Annual Report for a discussion of all assumptions made by us in determining the grant date fair value in accordance with FASB ASC Topic 718. For the PSUs granted in Fiscal Year 2025, the amounts reported are based on target achievement, which was the probable outcome of the related performance conditions as of the grant date. The aggregate grant date fair value of these awards, assuming achievement at the target and the maximum level of performance (the latter of which is 200% of the target amount) is shown in the chart below for each Named Executive Officer.

  87. Summary Compensation Table

    | NEO | Grant Date Fair Value Of PSUs Granted In 2025 At Target Performance ($) | Grant Date Fair Value Of PSUs Granted In 2025 At Maximum Performance ($) | | Jason Potter | 2,100,005 | 4,200,010 | | Eric J. Lindberg, Jr. | — | — | | Christopher M. Miller | 550,008 | 1,100,016 | | Lindsay E. Gray | 258,386 | 516,772 | | Steve K. Wilson | 579,387 | 1,158,774 | | Andrea R. Bortner | 458,989 | 917,978 | | Luke D. Thompson | 432,483 | 864,966 | | Pamela B. Burke | 507,787 | 1,015,574 | | Ramesh Chikkala | 500,000 | 1,000,000 |

  88. Summary Compensation Table

    The PSU awards granted to Ms. Gray were forfeited upon her departure from the Company and a prorated portion the PSU awards at target granted to Mr. Chikkala remains outstanding. The PSU awards granted to Ms. Burke continued to vest as a result of her continuous service to the Company under her Consulting Agreement until the termination of her service on April 1, 2026 at which time a prorated portion of the PSU awards at target will remain outstanding. See “Compensation Discussion and Analysis-Executive Transitions.” (4)Amounts reported in the “Option Awards” column represent the aggregate grant date fair value of stock options granted. See Note 1, Organization and Summary of Significant Accounting Policies, and Note 8, Share-based Awards to our consolidated financial statements contained in our 2025 Annual Report for a discussion of all assumptions made by us in determining the grant date fair value in accordance with FASB ASC Topic 718. The stock options granted to Mr. Chikkala and Ms. Gray were forfeited upon their departure from the Company. The stock options granted to Ms. Burke continued to vest as a result of her continuous service to the Company under her Consulting Agreement until the termination of her service on April 1, 2026. See “Compensation Discussion and Analysis-Executive Transitions.” (5)Amounts reported in the “Non-Equity Incentive Plan Compensation” column represent the annual incentive bonus amounts earned by each Named Executive Officer pursuant to the AIP during the fiscal year covered. Messrs. Lindberg and Chikkala and Mss. Gray and Burke were not employees of the Company as of the payment date for the AIP for Fiscal Year 2025 and therefore, did not receive an AIP bonus for Fiscal Year 2025. (6)Amounts reported in the “All Other Compensation” column reflect the following amounts paid or earned by the NEOs in Fiscal Year 2025. (a)Jason Potter (i)Relocation allowance of $500,000, pursuant to the Potter Employment Agreement; (ii)Tax gross up of $121,434 related to such relocation allowance, pursuant to the Potter Employment Agreement; (iii)Payout of Mr. Potter’s accrued balance of $3,942 upon the termination of the Company’s Floating Holiday and Anniversary Holiday programs; and (iv)Company contribution of $600 to an HSA account. (b)Eric J. Lindberg, Jr. (i)A cash bonus of $117,123, pursuant to the Lindberg Interim CEO Agreement; (ii)Salary paid during the Transition Period of $158,333, pursuant to the Lindberg Interim CEO Agreement; (iii)A pro rata portion of the cash bonus earned during the Transition Period of $182,192, pursuant to the Lindberg Interim CEO Agreement;

  89. Summary Compensation Table

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  90. Summary Compensation Table

    (iv)Payout of Mr. Lindberg’s accrued balance of $7,308 upon the termination of the Company’s Floating Holiday and Anniversary Holiday programs; (v)Company contribution of $200 to an HSA account; and (vi)Cash compensation of $168,750 for service as a director during the period of time in Fiscal Year 2025 when he was not serving as our Interim President and Chief Executive Officer. (c)Christopher M. Miller (i)Tax gross up $69,322 related to the sign on bonus paid to Mr. Miller as an inducement to join the Company; (ii)Payout of Mr. Miller’s accrued balance of $2,115 upon the termination of the Company’s Floating Holiday and Anniversary Holiday programs; and (iii)Payment of $13 in connection with a wellness program. (d)Lindsay E. Gray (i)Payout of accrued balance of $2,650 under the Company’s Floating and Anniversary Holiday programs upon termination of employment. (e)Steven K. Wilson (i)Payout of accrued balance of $13,103 under the Company’s Floating and Anniversary Holiday programs upon termination of employment; and (ii)Company contribution of $800 to an HSA account. (f)Andrea R. Bortner (i)An anniversary bonus of $156; (ii)Company contribution of $800 to an HSA account; and (iii)Payment of $750 in connection with a wellness program. (g)Luke D. Thompson (i)Company contribution of $800 to an HSA account. (h)Pamela B. Burke (i)Severance payments of $240,920 pursuant to the terms of the Executive Severance Plan; (ii)Payout of accrued balance of $5,859 under the Company’s Floating and Anniversary Holiday programs upon termination of employment; (iii)Company contribution of $600 to an HSA account; (iv)An anniversary bonus of $779; and (v)$4,125 for consulting services pursuant to the terms of Ms. Burke’s Consulting Agreement. (i)Ramesh Chikkala (i)Severance payments of $488,672 pursuant to the terms of the Executive Severance Plan; and (ii)Payout of accrued balance of $3,846 under the Company’s Floating and Anniversary Holiday programs upon termination of employment; and (iii)Company contribution of $400 to an HSA account.

  91. Summary Compensation Table

    | 2026 Proxy Statement | 69 |

  92. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides information with respect to grants of plan-based awards to our Named Executive Officers in Fiscal Year 2025 under our AIP and 2019 Incentive Plan. Except as noted, each of the grants were part of our annual NEO compensation program.

  93. Grants of Plan-Based Awards

    | | | | Estimated Possible Payouts Under Non Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number Of Shares Of Stock Or Units(3) (#) | All Other Option Awards: Number Of Securities Underlying Options(4) (#) | Exercise Or Base Price Of Option Awards ($/Sh) | Grant Date Fair Value Of Stock And Option Awards ($)(5) | | Name | Grant Date | Type Of Award | Threshold Or Minimum ($) | Target ($) | Maximum ($) | Threshold Or Minimum (#) | Target (#) | Maximum (#) | | | | | | Jason Potter | | AIP | 69,415 | 1,156,924 | 2,313,848 | — | — | — | — | — | — | — | | | 2/28/2025 | PSU | — | — | — | 44,229 | 176,917 | 353,834 | — | — | — | 2,100,005 | | | 2/28/2025 | RSU | — | — | — | — | — | — | 168,492 | — | — | 2,000,000 | | | 2/28/2025 | Options | — | — | — | — | 166,667 | — | — | 83,333 | 11.87 | 1,263,333 | | | 2/28/2025 | Options | — | — | — | — | — | — | — | 371,025 | 11.87 | 2,100,002 | | Eric J. Lindberg, Jr.(6) | | AIP | 71,250 | 1,187,500 | 2,375,000 | — | — | — | — | — | — | — | | | 6/3/2025 | RSU | — | — | — | — | — | — | 10,692 | — | — | 150,009 | | Christopher M. Miller | | AIP | 19,373 | 322,884 | 645,768 | — | — | — | — | — | — | — | | | 2/28/2025 | PSU | — | — | — | 11,584 | 46,336 | 92,672 | — | — | — | 550,008 | | | 2/28/2025 | RSU | — | — | — | — | — | — | 33,699 | — | — | 400,007 | | | 2/28/2025 | Options | — | — | — | — | — | — | — | 97,174 | 11.87 | 550,005 | | Lindsay E. Gray(6) | | AIP | 10,335 | 172,250 | 344,500 | — | — | — | — | — | — | — | | | 2/28/2025 | PSU | — | — | — | 5,442 | 21,768 | 43,536 | — | — | — | 258,386 | | | 2/28/2025 | Options | — | — | — | — | — | — | — | 45,650 | 11.87 | 258,379 | | Steve K. Wilson | | AIP | 17,174 | 286,233 | 572,466 | — | — | — | — | — | — | — | | | 2/28/2025 | PSU | — | — | — | 12,203 | 48,811 | 97,622 | — | — | — | 579,387 | | | 2/28/2025 | Options | — | — | — | — | — | — | — | 102,364 | 11.87 | 579,380 | | Andrea R. Bortner | | AIP | 17,007 | 283,447 | 566,893 | — | — | — | — | — | — | — | | | 2/28/2025 | PSU | — | — | — | 9,667 | 38,668 | 77,336 | — | — | — | 458,989 | | | 2/28/2025 | Options | — | — | — | — | — | — | — | 81,094 | 11.87 | 458,992 | | Luke D. Thompson | | AIP | 16,025 | 267,077 | 534,154 | — | — | — | — | — | — | — | | | 2/28/2025 | PSU | — | — | — | 9,109 | 36,435 | 72,870 | — | — | — | 432,483 | | | 2/28/2025 | Options | — | — | — | — | — | — | — | 76,410 | 11.87 | 432,481 | | Pamela B. Burke(6) | | AIP | 18,280 | 304,668 | 609,336 | — | — | — | — | — | — | — | | | 2/28/2025 | PSU | — | — | — | 10,695 | 42,779 | 85,558 | — | — | — | 507,787 | | | 2/28/2025 | Options | — | — | — | — | — | — | — | 89,714 | 11.87 | 507,781 | | Ramesh Chikkala(6) | | AIP | 18,000 | 300,000 | 600,000 | — | — | — | — | — | — | — | | | 2/28/2025 | PSU | — | — | — | 10,531 | 42,123 | 84,246 | — | — | — | 500,000 | | | 2/28/2025 | Options | — | — | — | — | — | — | — | 88,340 | 11.87 | 500,004 |

  94. Grants of Plan-Based Awards

    (1)See “Compensation Discussion and Analysis—Elements of Fiscal Year 2025 NEO Compensation Program” for a description of our annual performance- based cash bonus plan. The amounts in the “Target” column represent the target payouts under the Fiscal Year 2025 AIP. For

  95. Grants of Plan-Based Awards

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  96. Grants of Plan-Based Awards

    purposes of this table, the “Minimum” amount shown represents an assumption that the Company achieves only the minimum level of comparable sales. Messrs. Lindberg and Chikkala and Mss. Gray and Burke were not employees of the Company as of the payment date for the AIP for Fiscal Year 2025 and therefore, did not receive an AIP bonus for Fiscal Year 2025. (2)The PSUs vest (if at all) based on achievement of performance goals over a three-year performance period. For purposes of this table, the “Minimum” amount shown represents an assumption that the Company achieves only the minimum level of adjusted EPS. The PSU awards granted to Ms. Gray were forfeited upon her departure from the Company and a prorated portion the PSU awards at target granted to Mr. Chikkala remains outstanding. The PSU awards granted to Ms. Burke continued to vest as a result of her continuous service to the Company under her Consulting Agreement until the termination of her service on April 1, 2026 at which time a prorated portion of the PSU awards at target will remain outstanding. See “Compensation Discussion and Analysis-Executive Transitions.” (3)The RSUs granted in Fiscal Year 2025 vest as follows: (a)Jason Potter — will vest as to 100% on March 1, 2026 (b)Eric J. Lindberg, Jr. — will vest in accordance with the non-employee director compensation program (c)Christopher M. Miller — will vest in three equal annual installments on the three anniversary dates following the vesting commencement date (4)The stock options will vest in three equal annual installments on the three anniversary dates following the vesting commencement date, with the exception of the new hire grant of stock options to purchase 250,000 shares of the Company's common stock granted to Mr. Potter pursuant to the Potter Employment Agreement, where one-third of such options vest and become exercisable three years after the grant date and two-thirds of such options vest upon achievement of certain stock price performance targets during such three-year period and become exercisable three years after the grant date. The stock options granted to Mr. Chikkala and Ms. Gray were forfeited upon their departure from the Company. The stock options granted to Ms. Burke continued to vest as a result of her continuous service to the Company under her Consulting Agreement until the termination of her service on April 1, 2026. See “Compensation Discussion and Analysis-Executive Transitions.” (5)The amounts included in this column represent the grant date fair value of equity awards granted to our Named Executive Officers under the 2019 Incentive Plan, computed in accordance with FASB ASC Topic 718. The grant date fair value of the PSUs and RSUs are calculated as of the closing price of our common stock as quoted on Nasdaq on the grant date multiplied by the number of shares of our common stock subject to the award. The grant date fair value of the PSUs was computed based upon target achievement, which was the probable outcome of the performance conditions as of the grant date. See footnote 2 to the Summary Compensation Table. (6)Messrs. Lindberg and Chikkala and Mss. Gray and Burke were not employees of the Company as of the payment date for the AIP for Fiscal Year 2025 and therefore, did not receive an AIP bonus for Fiscal Year 2025. Further, the PSUs granted to Ms. Gray were forfeited upon her departure from the Company and a prorated portion of the PSUs awards at target granted to Mr. Chikkala remain outstanding. The PSUs granted to Ms. Burke continued to vest as a result of her continuous service to the Company under her Consulting Agreement until the termination of her service on April 1, 2026 at which time a prorated portion of the PSU awards at target will remain outstanding.

  97. Grants of Plan-Based Awards

    | 2026 Proxy Statement | 71 |

  98. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table includes certain information with respect to outstanding equity awards held by our Named Executive Officers as of January 3, 2026. All specified vesting dates noted below were subject to continued employment or service with us through the applicable vesting date for stock options and RSUs, and through the Compensation Committee’s determination date of achievement for PSUs. Ms. Gray did not hold any equity awards as of January 3, 2026.

  99. Outstanding Equity Awards at Fiscal Year End

    | | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Number Of Securities Underlying Unexercised Options Exercisable (#) | Number Of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number Of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number Of Shares Or Units Of Stock That Have Not Vested(1) (#) | Market Value Of Shares Or Units Of Stock That Have Not Vested ($)(2) | Equity Incentive Plans Awards: Number Of Unearned Shares, Units Or Other Rights That Have Not Vested(3) (#) | Equity Incentive Plans Awards: Market Or Payout Value Of Unearned Shares, Units Or Other Rights That Have Not Vested(3) (#) | | Jason Potter | 2/28/2025 | — | 83,333 | 166,667 | 11.87 | 2/28/2035 | — | — | — | — | | | 2/28/2025 | — | 371,025 | — | 11.87 | 2/28/2035 | — | — | — | — | | | 2/28/2025 | — | — | — | — | — | 168,492 | 1,713,564 | — | — | | | 2/28/2025 | — | — | — | — | — | — | — | 44,229 | 449,811 | | Eric J. Lindberg, Jr. | 6/19/2019 | 210,450 | — | — | 22.00 | 6/19/2029 | — | — | — | — | | | 6/3/2025 | — | — | — | — | — | 10,692 | 108,738 | — | — | | Christopher M. Miller | 2/28/2025 | — | 97,174 | — | 11.87 | 2/28/2035 | — | — | — | — | | | 2/28/2025 | — | — | — | — | — | 33,699 | 342,719 | — | — | | | 2/28/2025 | — | — | — | — | — | — | — | 11,584 | 117,809 | | Steven K. Wilson | 6/19/2019 | 56,120 | — | — | 22.00 | 6/19/2029 | — | — | — | — | | | 2/28/2025 | — | 102,364 | — | 11.87 | 2/28/2035 | — | — | — | — | | | 3/2/2023 | — | — | — | — | — | — | — | 13,110 | 133,324 | | | 3/2/2023 | — | — | — | — | — | 5,497 | 55,904 | — | — | | | 2/29/2024 | — | — | — | — | — | — | — | 6,740 | 68,543 | | | 2/29/2024 | — | — | — | — | — | 11,982 | 121,857 | — | — | | | 2/28/2025 | — | — | — | — | — | — | — | 12,203 | 124,102 | | Andrea R. Bortner | 3/2/2023 | — | — | — | — | — | — | — | 10,286 | 104,606 | | | 3/2/2023 | — | — | — | — | — | 4,313 | 43,863 | — | — | | | 2/29/2024 | — | — | — | — | — | — | — | 5,339 | 54,300 | | | 2/29/2024 | — | — | — | — | — | 9,492 | 96,534 | — | — | | | 2/28/2025 | — | — | — | — | — | — | — | 9,667 | 98,313 | | | 2/28/2025 | — | 81,094 | — | 11.87 | 2/28/2035 | — | — | — | — | | Luke D. Thompson | 3/2/2023 | — | — | — | — | — | — | — | 9,509 | 96,704 | | | 3/2/2023 | — | — | — | — | — | 3,987 | 40,548 | — | — | | | 2/29/2024 | — | — | — | — | — | — | — | 5,031 | 51,165 | | | 2/29/2024 | — | — | — | — | — | 8,944 | 90,960 | — | — | | | 2/28/2025 | — | — | — | — | — | — | — | 9,109 | 92,636 | | | 2/28/2025 | — | 76,410 | — | 11.87 | 2/28/2035 | — | — | — | — |

  100. Outstanding Equity Awards at Fiscal Year End

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  101. Outstanding Equity Awards at Fiscal Year End

    | | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Number Of Securities Underlying Unexercised Options Exercisable (#) | Number Of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number Of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number Of Shares Or Units Of Stock That Have Not Vested(1) (#) | Market Value Of Shares Or Units Of Stock That Have Not Vested ($)(2) | Equity Incentive Plans Awards: Number Of Unearned Shares, Units Or Other Rights That Have Not Vested(3) (#) | Equity Incentive Plans Awards: Market Or Payout Value Of Unearned Shares, Units Or Other Rights That Have Not Vested(3) (#) | | Pamela B. Burke | 12/26/2018 | 34,105 | — | — | 11.64 | 12/26/2028 | — | — | — | — | | | 3/31/2017 | 7,015 | — | — | 8.57 | 3/31/2027 | — | — | — | — | | | 12/26/2018 | 20,105 | — | — | 11.64 | 12/26/2028 | — | — | — | — | | | 6/19/2019 | 63,135 | — | — | 22.00 | 6/19/2029 | — | — | — | — | | | 3/2/2023 | — | — | — | — | — | | — | 11,270 | 114,620 | | | 3/2/2023 | — | — | — | — | — | 4,726 | 48,063 | — | — | | | 2/29/2024 | — | — | — | — | — | — | — | 5,907 | 60,072 | | | 2/29/2024 | — | — | — | — | — | 10,502 | 106,805 | — | — | | | 2/28/2025 | — | — | — | — | — | — | — | 10,695 | 108,766 | | | 2/28/2025 | — | 89,714 | — | 11.87 | 2/28/2035 | — | — | — | — | | Ramesh Chikkala | 2/29/2024 | — | — | — | — | — | — | — | 2,770 | 28,175 | | | 2/28/2025 | — | — | — | — | — | — | — | 1,525 | 15,509 |

  102. Outstanding Equity Awards at Fiscal Year End

    (1)Each RSU and stock option vests in three equal annual installments over the three-year period measured from the vesting commencement date of March 1, 2023 (for Fiscal Year 2023 grants), March 1, 2024 (for Fiscal Year 2024 grants) or March 1, 2025 (for Fiscal Year 2025 grants), with the exception of : (a)the RSU grant to Jason Potter will vest as to 100% on March 1, 2026; (b)the stock option grant to Jason Potter to purchase 250,000 shares of common stock, which will vest and become exercisable as to one-third of such options three years after the grant date and which will vest as to two-thirds of such options upon achievement of certain stock price performance targets during such three-year period and which will become exercisable three years after the grant date; and (c)the RSU grant to Eric J. Lindberg, Jr. which will vest in accordance with the non-employee director compensation program. (2)The amounts shown in this column represent the number of shares of our common stock that have not vested multiplied by $10.17, the closing price per share of our common stock on January 2, 2026, the last trading day of Fiscal Year 2025. (3)The number and market value of the PSUs reported for Fiscal Year 2023 grants represent the unvested portion of this award which vested on March 6, 2026 (the “2026 Determination Date”), upon certification of the performance results by the Compensation Committee following the performance period ending January 3, 2026. The number of shares reported is based on actual performance for the 2023-2025 performance period. For additional information on the actual performance and payout of the Fiscal Year 2023 award, please see “Compensation Discussion and Analysis.” The number and market value of the PSUs reported for Fiscal Year 2024 and Fiscal Year 2025 reflect threshold performance because performance through the last day of Fiscal Year 2025 was tracking below threshold payout levels for all metrics. The actual numbers of shares of our common stock that will be distributed for Fiscal Years 2025 and 2024 at the end of the three-year performance period are not yet determinable. The PSUs will vest (if at all) based on the achievement of cumulative operating goals over a three-year performance period. See “Compensation Discussion and Analysis—Long-Term Equity Incentive Compensation” for more information on the cumulative operating goals. For Mr. Chikkala, a prorated portion of the PSUs reported for Fiscal Year 2024 and 2025 remain outstanding as a result of his termination without Cause (as defined in the PSU agreement).

  103. Outstanding Equity Awards at Fiscal Year End

    | 2026 Proxy Statement | 73 |

  104. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table provides information about the value realized by the Named Executive Officers on the exercise of stock options and the vesting of stock awards during Fiscal Year 2025.

  105. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number Of Shares Acquired On Exercise (#) | Value Realized On Exercise ($)(1) | Number Of Shares Acquired On Vesting (#) | Value Realized On Vesting ($)(2) | | Jason Potter | — | — | — | — | | Eric J. Lindberg, Jr. | — | — | 176,279 | 2,415,990 | | Christopher M. Miller | — | — | — | — | | Lindsay E. Gray | 15,075 | 150,298 | 12,284 | 143,800 | | Steve K. Wilson | — | — | 37,525 | 438,179 | | Andrea R. Bortner | — | — | 30,514 | 356,233 | | Luke D. Thompson | — | — | 15,787 | 194,572 | | Pamela B. Burke | — | — | 33,486 | 390,939 | | Ramesh Chikkala | — | — | 8,401 | 99,720 |

  106. Option Exercises and Stock Vested

    (1)Based on the amount by which the closing price of a share of our common stock (as quoted by Nasdaq) on the dates of exercise exceeded the applicable exercise price per share of the option, multiplied by the number of shares of our common stock acquired. (2)Based on the number of PSUs and RSUs vested multiplied by the closing price of our common stock (as quoted by Nasdaq) on the vesting date.

  107. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The information below describes and estimates certain compensation that would have been payable to our Named Executive Officers under existing plans and arrangements if a qualifying termination or change in control occurred on January 3, 2026, the last day of Fiscal Year 2025, other than for Messrs. Lindberg and Chikkala and Mss. Gray and Burke, as they were not employed by the Company as of January 3, 2026, and for Mr. Wilson, who was not employed by the Company as of the date hereof. The information below describes actual separation or severance benefits as of the respective termination dates for Messrs. Lindberg, Chikkala and Wilson and Mss. Gray and Burke. These benefits are in addition to benefits available generally to salaried employees.

  108. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL (AS OF JANUARY 3, 2026)

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL (AS OF JANUARY 3, 2026) Except where otherwise noted, the following table describes the potential payments and benefits that would have been payable to our Named Executive Officers under existing plans and arrangements if a qualifying termination or change in control occurred on January 3, 2026, the last business day of our Fiscal Year 2025, other than for Messrs. Lindberg and Chikkala and Mss. Gray and Burke, as they were not employed by the Company as of January 3, 2026, and for Mr. Wilson, who was not employed by the Company as of the date hereof. The information below describes actual separation or severance benefits as of the respective termination dates for Messrs. Lindberg, Chikkala and Wilson and Ms. Burke. Ms. Gray did not receive any separation benefits in connection with her termination. The amounts shown in the tables do not include payments and benefits to the extent they are provided generally to all salaried employees upon termination of employment and do not discriminate in scope, terms or operation in favor of our Named Executive Officers.

  109. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL (AS OF JANUARY 3, 2026)

    | 2026 Proxy Statement | 77 |

  110. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL (AS OF JANUARY 3, 2026)

    Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any actual amounts paid or distributed may be different from those estimated below. Factors that could affect these amounts include the timing during the year of any such event and the trading price of our common stock at that time. There can be no assurance that a termination or change in control would produce the same or similar results as those described below if any assumption used to prepare this information is not correct in fact.

  111. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL (AS OF JANUARY 3, 2026)

    | Name | Triggering Event | Salary ($) | Bonus ($) | Health Benefits Continuation Coverage ($) | Value Of Option Acceleration(1) ($) | Value Of Time-based RSU Acceleration ($) | Value Of PSU Award Acceleration ($) | Total ($) | | Jason Potter | Termination Without Cause or for Good Reason | 2,050,000 | 3,738,442 | 53,364 | — | 571,188 | — | 6,412,993 | | | Qualifying Termination after Change in Control | — | — | — | — | 1,713,564 | 1,799,246 | 3,512,810 | | | Death or Disability prior to Change in Control | — | 1,175,942 | — | — | 571,188 | 599,749 | 2,346,878 | | | Death or Disability after Change in Control | — | 1,175,942 | — | — | 571,188 | 1,799,246 | 3,546,376 | | Eric J. Lindberg, Jr. | Actual Termination Payments | — | 656,107 | — | — | 1,270,462 | — | — | | Christopher M. Miller | Termination Without Cause or for Good Reason | 550,000 | 330,000 | — | — | — | — | 880,000 | | | Qualifying Termination after Change in Control | 825,000 | 495,000 | — | — | 342,719 | 471,237 | 2,133,956 | | | Death or Disability prior to Change in Control | — | — | — | — | — | 157,079 | 157,079 | | | Death or Disability after Change in Control | — | — | — | — | — | 471,237 | 471,237 | | Lindsay E. Gray | Actual Termination Payments | — | — | — | — | — | — | — | | Steve K. Wilson | Actual Termination Payments | 486,675 | 292,005 | 33,471 | — | — | — | 812,151 | | Andrea R. Bortner | Termination Without Cause or for Good Reason | 481,937 | 289,162 | 35,576 | — | — | — | 806,675 | | | Qualifying Termination after Change in Control | 722,906 | 433,743 | 53,364 | — | 140,397 | 807,823 | 2,158,233 | | | Death or Disability prior to Change in Control | — | — | — | — | — | 473,254 | 473,254 | | | Death or Disability after Change in Control | — | — | — | — | — | 807,823 | 807,823 | | Luke D. Thompson | Termination Without Cause or for Good Reason | 454,104 | 272,462 | 35,576 | — | — | — | 762,142 | | | Qualifying Termination after Change in Control | 681,156 | 408,694 | 53,364 | — | 131,508 | 757,665 | 2,032,386 | | | Death or Disability prior to Change in Control | — | — | — | — | — | 442,415 | 442,415 | | | Death or Disability after Change in Control | — | — | — | — | — | 757,665 | 757,665 | | Pamela B. Burke | Actual Termination Payments | 507,780 | 304,668 | 35,576 | — | — | — | 848,024 | | Ramesh Chikkala | Actual Termination Payments | 500,000 | 300,000 | 24,936 | — | — | — | 824,936 |

  112. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL (AS OF JANUARY 3, 2026)

    (1)The exercise price is for all outstanding stock options is $11.87 and the closing price per share of our common stock on January 2, 2026, the last trading day of Fiscal Year 2025, was $10.17. Therefore, the value of the acceleration of these stock options is zero.

  113. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL (AS OF JANUARY 3, 2026)

    | 78 | |

  114. Pay Versus Performance

    Pay Versus Performance The following table provides information about the relationship between executive compensation actually paid and certain financial performance of the Company. Please see “Compensation Discussion and Analysis” for a discussion of our compensation philosophy, objectives, process and components of our NEO compensation program, including how the Compensation Committee structures our NEO compensation program to motivate and reward the achievement of performance-based financial goals that align with our operational and strategic objectives. The SEC-defined Compensation Actually Paid (“CAP”) data set forth in the table below does not reflect amounts actually realized by our NEOs, and the Compensation Committee has not used or considered CAP previously in establishing the NEO compensation program. A significant portion of the CAP amounts shown relate to changes in values of unvested awards over the course of the reporting fiscal year. Accordingly, CAP may be positive or negative in an applicable given year solely due to adjustments made. These unvested awards remain subject to significant risk from forfeiture conditions and possible future declines in value based on changes in our stock price. As described in detail in the “Compensation Discussion and Analysis” section above, the PSUs are subject to multi-fiscal year performance conditions tied to objective performance metrics and all of the RSUs and PSUs are subject to time vesting conditions. The ultimate values actually realized by our NEOs from unvested equity awards, if any, will not be determined until the awards fully vest (or thereafter upon exercise, in the case of outstanding stock options).

  115. Pay Versus Performance

    | | | | | | | | Average Summary Compensation Table Total For Non-PEO NEOs ($)(3) (d) | Average Compensation Actually Paid To Non-PEO NEOs ($)(4) (e) | Value Of Initial Fixed $100 Investment Based On: | | | | | Fiscal Year (a) | Summary Compensation Table Total For Lindberg ($)(1) (b-1) | Compensation Actually Paid To Lindberg ($)(2) (c-1) | Summary Compensation Table Total For Sheedy ($)(1) (b-2) | Compensation Actually Paid To Sheedy ($)(2) (c-2) | Summary Compensation Table Total For Potter ($) (b-3) | Compensation Actually Paid To Potter ($) (c-3) | | | Total Shareholder Return ($)(5) (f) | Peer Group Total Shareholder Return ($)(6) (g) | Net Income (Loss) (Thousands) ($)(7) (h) | Adjusted EBITDA (Thousands) ($)(8) (i) | | 2025 | 876,098 | (2,679,055) | — | — | 9,501,919 | 6,310,869 | 1,581,868 | 502,459 | 25.91 | 109.70 | (224,912) | 254,290 | | 2024 | 4,762,087 | 1,866,695 | 9,478,398 | 200,456 | — | — | 1,285,698 | (327,447) | 39.41 | 106.05 | 39,465 | 236,779 | | 2023 | — | — | 6,239,771 | 7,950,403 | — | — | 1,897,798 | 2,297,082 | 68.69 | 92.45 | 79,437 | 252,621 | | 2022 | 5,330,287 | 8,453,783 | — | — | — | — | 2,259,365 | 3,264,167 | 74.37 | 80.33 | 65,052 | 214,682 | | 2021 | 4,008,965 | (515,014) | — | — | — | — | 1,693,919 | 25,605 | 72.05 | 116.52 | 62,310 | 182,892 |

  116. Pay Versus Performance

    (1)The dollar amounts reported in column (b-1) are the amounts of total compensation reported for Eric J. Lindberg, Jr. (our Chief Executive Officer during Fiscal Years 2021 through 2022 and our Interim Chief Executive Officer during a portion of Fiscal Year 2024 and Fiscal Year 2025) for each corresponding fiscal year in the “Total” column of the Summary Compensation Table in this Proxy Statement and in the Company’s proxy statements for the 2025 annual meeting of stockholders and 2024 annual meeting of stockholders. The dollar amounts reported in column (b-2) is the amount of total compensation reported for Robert J. Sheedy, Jr. (our President and Chief Executive Officer during Fiscal Year 2023 and for a portion of Fiscal Year 2024) for Fiscal Year 2023 and 2024 in the “Total” column of the Summary Compensation Table. The dollar amounts reported in column (b-3) is the amount of total compensation reported for Jason Potter (our President and Chief Executive Officer during a portion of Fiscal Year 2025) for Fiscal Year 2025 in the “Total” column of the Summary Compensation Table. (2)The dollar amounts reported in column (c-1), (c-2), and (c-3) represent the amount of “compensation actually paid” to Mr. Lindberg (for Fiscal Years 2021 through 2022 and a portion of Fiscal Year 2024 and Fiscal Year 2025), to Mr. Sheedy (for Fiscal Year 2023 and a portion of Fiscal Year 2024), and to Mr. Potter (for a portion of Fiscal Year 2025), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Messrs. Lindberg, Sheedy, or Potter during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following table provides the adjustments that were made to Mr. Lindberg’s total compensation (for Fiscal Years 2021 through 2022 and a portion of Fiscal Year 2024 and Fiscal Year 2025), to Mr. Sheedy’s total compensation (for Fiscal Year 2023 and a portion of Fiscal Year 2024), and to Mr. Potter’s total compensation (for a portion of Fiscal Year 2025) to determine the compensation actually paid. No amounts were reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table for any applicable fiscal year, and therefore no defined benefit and actuarial pension plan adjustments were made for any applicable fiscal year.

  117. Pay Versus Performance

    | 2026 Proxy Statement | 79 |

  118. Pay Versus Performance

    | Fiscal Year (a) | Reported Summary Compensation Table Total For PEO ($) | Reported Value Of Equity Awards ($)(a) | Equity Award Adjustments ($)(b) | Compensation Actually Paid To PEO ($) | | Potter | | | | | | 2025 | 9,501,919 | (7,463,339) | 4,272,289 | 6,310,869 | | Lindberg | | | | | | 2025 | 876,098 | (150,009) | (3,405,144) | (2,679,055) | | 2024 | 4,762,087 | (4,254,398) | 1,359,006 | 1,866,695 | | 2023 | — | — | — | — | | 2022 | 5,330,287 | (3,300,033) | 6,423,529 | 8,453,783 | | 2021 | 4,008,965 | (3,200,036) | (1,323,943) | (515,014) | | Sheedy | | | | | | 2025 | — | — | — | — | | 2024 | 9,478,398 | (4,150,023) | (5,127,919) | 200,456 | | 2023 | 6,239,771 | (3,996,047) | 5,706,679 | 7,950,403 |

  119. Pay Versus Performance

    (a)The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable fiscal year. The grant date fair value for Fiscal Year 2025 for Mr. Potter includes the aggregate grant date fair value of new hire and inducement equity awards. (b)The equity award adjustments for each applicable fiscal year include the addition (or subtraction, as applicable) of the following: (i) the fiscal year-end fair value of any equity awards granted in the applicable fiscal year that are outstanding and unvested as of the end of the fiscal year; (ii) the amount of change as of the end of the applicable fiscal year (from the end of the prior fiscal year) in fair value of any awards granted in prior fiscal years that are outstanding and unvested as of the end of the applicable fiscal year; (iii) for awards granted in prior fiscal years that vest in the applicable fiscal year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; and (iv) for awards granted in prior fiscal years that are determined to fail to meet the applicable vesting conditions during the applicable fiscal year, a deduction for the amount equal to the fair value at the end of the prior fiscal year. No awards were granted and vested in the same fiscal year for any applicable fiscal year and no dividends or other earnings were paid on stock or option awards (that were not otherwise reflected in fair value or total compensation) in any applicable fiscal year. The fair values of RSUs and PSUs included in the CAP to our PEO and the Average CAP to our other NEOs are calculated at the required measurement dates, consistent with the approach used to value the awards at the grant date as described in our Annual Report on Form 10-K for Fiscal Year 2025. Any changes to the RSU and PSU fair values from the grant date (for current fiscal year grants) and from prior fiscal year-end (for prior fiscal year grants) are based on our updated stock price at the respective measurement dates, and for PSUs, updated performance metric projections. The following table provides the amounts deducted or added in calculating the equity award adjustments for Mr. Lindberg (for Fiscal Years 2021 through 2022 and a portion of Fiscal Year 2024 and Fiscal Year 2025), for Mr. Sheedy (for Fiscal Year 2023 and a portion of Fiscal Year 2024), and for Mr. Potter (for a portion of Fiscal Year 2025).

  120. Pay Versus Performance

    | Fiscal Year (a) | Fiscal Year End Fair Value Of Equity Awards Granted In The Fiscal Year ($) | Fiscal Year Over Fiscal Year Change In Fair Value Of Outstanding And Unvested Equity Awards ($) | Fiscal Year Over Fiscal Year Change In Fair Value Of Equity Awards Granted In Prior Fiscal Years That Vested In The Year ($) | Fair Value Of Vested Awards Granted And Vested In The Current Fiscal Year ($) | Fair Value At Start Of Fiscal Year Of Awards That Failed To Meet Vesting Conditions ($) | Total Equity Award Adjustments ($) | | Potter | | | | | | | | 2025 | 4,272,289 | — | — | — | — | 4,272,289 | | Lindberg | | | | | | | | 2025 | 108,738 | — | (159,862) | — | (3,354,020) | (3,405,144) | | 2024 | 4,673,224 | (3,192,407) | (121,811) | — | — | 1,359,006 | | 2023 | — | — | — | — | — | — | | 2022 | 4,947,547 | 1,477,897 | (1,915) | — | — | 6,423,529 | | 2021 | 2,016,720 | (3,312,680) | (27,983) | — | — | (1,323,943) |

  121. Pay Versus Performance

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  122. Pay Versus Performance

    | Fiscal Year (a) | Fiscal Year End Fair Value Of Equity Awards Granted In The Fiscal Year ($) | Fiscal Year Over Fiscal Year Change In Fair Value Of Outstanding And Unvested Equity Awards ($) | Fiscal Year Over Fiscal Year Change In Fair Value Of Equity Awards Granted In Prior Fiscal Years That Vested In The Year ($) | Fair Value Of Vested Awards Granted And Vested In The Current Fiscal Year ($) | Fair Value At Start Of Fiscal Year Of Awards That Failed To Meet Vesting Conditions ($) | Total Equity Award Adjustments ($) | | Sheedy | | | | | | | | 2025 | — | — | — | — | — | — | | 2024 | 480,869 | (3,115,992) | (215,542) | 177,212 | (2,454,466) | (5,127,919) | | 2023 | 5,605,766 | 214,800 | (113,887) | — | — | 5,706,679 |

  123. Pay Versus Performance

    (3)The dollar amounts reported in column (d) represent the average of the amounts reported for the NEOs as a group (excluding the applicable PEO) for each corresponding fiscal year in the “Total” column of the Summary Compensation Table. The names of each of the NEOs (excluding for the applicable PEO) included for purposes of calculating the average amounts in each applicable fiscal year are as follows: (i) for Fiscal Year 2025, Christopher M. Miller, Lindsay E. Gray, Steven K. Wilson, Andrea R. Bortner, Luke D. Thompson, Pamela B. Burke and Ramesh Chikkala; (ii) for Fiscal Year 2024, Lindsay E. Gray, Charles C. Bracher, Ramesh Chikkala, Steven K. Wilson and Pamela B. Burke; (iii) for Fiscal Year 2023, Charles C. Bracher, Steven K. Wilson, Pamela B. Burke and Andrea R. Bortner; and (iv) for Fiscal Years 2022 and 2021, Charles C. Bracher, Robert J. Sheedy, Jr., Steven K. Wilson and Pamela B. Burke. Refer to “Named Executive Officer Compensation Tables—Summary Compensation Table” herein, and “Executive Compensation—Summary Compensation Table” in the Company’s proxy statements for the 2025 annual meeting of stockholders and 2024 annual meeting of stockholders. (4)The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding the applicable PEO), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding the applicable PEO) during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following table provides the adjustments that were made to average total compensation for the NEOs as a group (excluding the applicable PEO) to determine the compensation actually paid, using the same methodology described above in Note 2. No amounts were reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table for any applicable fiscal year, so no defined benefit and actuarial pension plan adjustments were made for any applicable fiscal year, and therefore no defined benefit and actuarial pension plan adjustments were made for any applicable fiscal year.

  124. Pay Versus Performance

    | Fiscal Year | Average Reported Summary Compensation Table Total For Non-PEO NEOs ($) | Average Reported Value Of Equity Awards ($) | Average Equity Award Adjustments ($)(a) | Average Compensation Actually Paid To Non‑PEO NEOs ($) | | 2025 | 1,581,868 | (996,296) | (83,113) | 502,459 | | 2024 | 1,285,698 | (788,235) | (824,910) | (327,447) | | 2023 | 1,897,798 | (1,041,004) | 1,440,288 | 2,297,082 | | 2022 | 2,259,365 | (1,239,373) | 2,244,175 | 3,264,167 | | 2021 | 1,693,919 | (1,192,583) | (475,731) | 25,605 |

  125. Pay Versus Performance

    (a)See Note (b) to footnote (2) above for an explanation of the equity award adjustments made in accordance with Item 402(v) of Regulation S-K. The following table provides the amounts deducted or added in calculating the total average equity award adjustments for the NEOs as a group (excluding the applicable PEO).

  126. Pay Versus Performance

    | Fiscal Year | Average Fiscal Year End Fair Value Of Equity Awards ($) | Fiscal Year Over Fiscal Year Average Change In Fair Value Of Outstanding And Unvested Equity Awards ($) | Fiscal Year Over Fiscal Year Average Change In Fair Value Of Equity Awards Granted In Prior Fiscal Years That Vested In The Fiscal Year ($) | Average Fair Value At Start Of Fiscal Year Of Awards That Failed To Meet Vesting Conditions ($) | Total Average Equity Award Adjustments ($) | | 2025 | 323,010 | (244,487) | (57,973) | (103,663) | (83,113) | | 2024 | 286,833 | (1,092,375) | (19,368) | — | (824,910) | | 2023 | 1,398,644 | 113,942 | (72,298) | — | 1,440,288 | | 2022 | 1,770,827 | 462,087 | 11,261 | — | 2,244,175 | | 2021 | 780,129 | (1,211,359) | (44,501) | — | (475,731) |

  127. Pay Versus Performance

    | 2026 Proxy Statement | 81 |

  128. Pay Versus Performance

    (5)Based on the Cumulative TSR as of the end of the applicable fiscal year, which is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between our stock price at the end and the beginning of the measurement period by our stock price at the beginning of the measurement period. Historical stock price performance is not necessarily indicative of future stock price performance. (6)Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: Nasdaq US Benchmark General Retailers Index. (7)The dollar amounts reported represent the amount of net income reflected in our audited consolidated financial statements for the applicable fiscal year. (8)Adjusted EBITDA is defined as net income before net interest expense, income tax expenses, depreciation and amortization expenses, share-based compensation expense, loss on debt extinguishment and modification, asset impairment and gain or loss on disposition, acquisition and integration costs, costs related to the amortization of inventory purchase accounting asset step-ups, restructuring charges, and certain other expenses that may not be indicative of, or are unrelated to, our core operating results, and that may vary in frequency or magnitude. Beginning with the fourth quarter of fiscal 2022, we updated our definition of adjusted EBITDA to exclude the impact of non-cash rent expense and the provision for (write-off of) accounts receivable reserves. The presentation for adjusted EBITDA for Fiscal Year 2021 has been recast to reflect these changes. While we use other financial and non-financial performance measures for the purpose of evaluating performance for our compensation programs, we have determined that adjusted EBITDA is the financial performance measure that, in our assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by us to link compensation actually paid to our NEOs, for the most recently completed fiscal year, to Company performance. For Fiscal Year 2023 and prior years adjusted EBITDA was used as a significant performance metric for both our AIP and for PSUs. For Fiscal Year 2024 and Fiscal Year 2025, adjusted EBITDA was again used as a significant performance metric for our AIP. We may determine a different financial performance measure to be the most important financial performance measure in future fiscal years.

  129. ANALYSIS OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE

    ANALYSIS OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE The Company is providing the following descriptions of the relationships between information presented in the Pay Versus Performance table, including “compensation actually paid”, as required by Item 402(v) of Regulation S-K. The Compensation Committee has not previously used or considered “compensation actually paid” as computed in accordance with Item 402(v) of Regulation S-K to set NEO target pay or align our NEO compensation to Company performance. See “Compensation Discussion and Analysis” for a discussion of how the Compensation Committee designs our executive compensation program and sets NEO target pay.

  130. ANALYSIS OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE

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  131. ANALYSIS OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE

    Compensation Actually Paid and Cumulative TSR; Cumulative TSR of the Company and Nasdaq US Benchmark General Retailers Index. The following chart presents the amount of compensation actually paid to our PEOs and the average amount of compensation actually paid to our NEOs as a group (excluding the PEOs) for Fiscal Year 2021 through Fiscal Year 2025 in comparison to our cumulative TSR and the TSR of the Nasdaq US Benchmark Retailers Index for such years. Cumulative TSR assumes initial investment of $100.00 at our closing stock price on January 2, 2021. Total return includes reinvestment of dividends.

  132. ANALYSIS OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE

    | 2026 Proxy Statement | 83 |

  133. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income The following chart presents the amount of compensation actually paid to our PEOs and the average amount of compensation actually paid to our NEOs as a group (excluding the PEOs) for Fiscal Year 2021 through Fiscal Year 2025 in comparison to our net income for such years.

  134. Compensation Actually Paid and Net Income

    | 84 | |

  135. Compensation Actually Paid and Adjusted EBITDA

    Compensation Actually Paid and Adjusted EBITDA The following chart presents the amount of compensation actually paid to our PEOs and the average amount of compensation actually paid to our NEOs as a group (excluding the PEOs) for Fiscal Year 2021 through Fiscal Year 2025 in comparison to our adjusted EBITDA for such years. All information provided above under the “Pay Versus Performance” heading shall not be deemed incorporated by reference into or a part of any other filing by the Company (including any future filings) under the Securities Act or the Exchange Act, except to the extent the Company specifically incorporates such report by reference therein.

  136. Compensation Actually Paid and Adjusted EBITDA

    | 2026 Proxy Statement | 85 |

  137. CEO Pay Ratio

    CEO Pay Ratio We are providing the following information regarding the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee, as well as a supplemental ratio of such amounts. This information is being provided for compliance purposes, as neither the Compensation Committee nor management of the Company used either pay ratio measure in making compensation decisions. The following describes our methodology for identifying our median employee, as well as calculating the CEO pay ratio and the supplemental CEO pay ratio. These pay ratios are a reasonable estimate calculated in a manner consistent with SEC rules based on the methodology described herein. However, our pay ratios may not be comparable to the pay ratios of other companies (including those in our peer group) because the SEC rules allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. Further, other companies may have different employment and compensation practices, different geographic breadth, and have more or less employees at comparable skill and pay levels.

  138. Pay Ratio

    Pay Ratio This pay ratio for Fiscal Year 2025 is calculated in a manner consistent with SEC rules based on the methodology described above.

  139. Pay Ratio

    | Median Employee | The annual total compensation of our median compensated employee (other than our President and CEO) was $34,601 | | Chief Executive Officer | The combined annual total compensation of our Interim President and CEO and our President and CEO was $10,378,017 | | Pay Ratio | The combined annual total compensation of our Interim President and CEO and President and CEO was approximately 300 times the annual total compensation of our median employee (other than our President and CEO) |

  140. Supplemental Pay Ratio

    Supplemental Pay Ratio Mr. Potter’s total compensation for Fiscal Year 2025 included both inducement and make-whole new hire equity grants with a total grant date value of $3,263,333 as well as a relocation allowance of $500,000 net (or $625,376 gross). Mr. Lindberg’s total compensation for Fiscal Year 2025 included a severance payment of $340,525 as well as director cash and equity compensation with a total grant date value of $318,579. We believe a supplemental calculation of the combined annual total compensation of our Interim President and CEO and our President and CEO in Fiscal Year 2025 provides a more accurate presentation of our customary annual compensation for the position of our President and CEO by utilizing the combined annual total compensation used in the pay ratio above, but further excluding the inducement and make-whole new hire equity grants and the relocation allowance for Mr. Potter and the severance payment and the director cash and equity compensation for Mr. Lindberg. The supplemental pay ratio for Fiscal Year 2025 is set forth below

  141. Supplemental Pay Ratio

    | Median Employee | The annual total compensation of our median compensated employee (other than our President and CEO) was $34,601 | | Chief Executive Officer | The combined annual total compensation of our Interim President and CEO and our President and CEO as adjusted was $5,830,024 | | Pay Ratio | The combined annual total compensation of our Interim President and CEO and President and CEO as adjusted was approximately 168 times the annual total compensation of our median employee (other than our President and CEO) |

  142. Supplemental Pay Ratio

    | 2026 Proxy Statement | 87 |

  143. INDEMNIFICATION OF DIRECTORS AND OFFICERS

    INDEMNIFICATION OF DIRECTORS AND OFFICERS We have entered into an indemnification agreement with each of our directors and executive officers. The indemnification agreements, together with our Amended and Restated Bylaws, provide that we will jointly and severally indemnify each indemnitee to the fullest extent permitted by the Delaware General Corporation Law (the “DGCL”) from and against all loss and liability suffered and expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by or on behalf of the indemnitee in connection with any threatened, pending, or completed action, suit or proceeding. Additionally, we agree to advance to the indemnitee all out-of-pocket costs of any type or nature whatsoever incurred in connection therewith.

  144. ARE ALL CLASSES OF THE COMPANY’S DIRECTORS STANDING FOR ELECTION TO THE BOARD OF DIRECTORS AT THE ANNUAL MEETING?

    ARE ALL CLASSES OF THE COMPANY’S DIRECTORS STANDING FOR ELECTION TO THE BOARD OF DIRECTORS AT THE ANNUAL MEETING? Yes. In 2022, we amended our Amended and Restated Certificate of Incorporation to declassify our Board following approval by our stockholders. Beginning with this Annual Meeting, each nominated director will stand for election for a one-year term.