DEF 14A of Academy Sports & Outdoors, Inc., Apr 19, 2024

DEF 14A of Academy Sports & Outdoors, Inc.

Filed Apr 19, 2024 · FY20230001817358-24-000073

Open on EDGAR

  1. Proposal One Election of Directors

    Proposal One Election of Directors

  2. Board of Directors

    Board of Directors The Board of Directors oversees or directs our business and affairs, as provided by Delaware law, and conducts its business through meetings of the Board and its three standing committees: the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee. The Board is currently comprised of ten directors, eight of whom are independent. On February 26, 2024, Sharen Turney, an independent Class II Director, resigned from the Board as of that date, and immediately thereafter the size of the Board was reduced from ten directors to nine. On March 18, 2024, the size of the Board was increased from nine directors to ten and Mrs. Monique Picou was added to the Board as an independent Class II Director. Additionally, in connection with a planned transition process, on March 19, 2024, the Company and Mr. Ken Hicks, a Class III Director and Executive Chairman of the Board, mutually agreed that Mr. Hicks’s employment agreement governing his role as our Executive Chairman would not be extended beyond its initial one-year term that began on June 1, 2023 and that Mr. Hicks will transition from Executive Chairman of the Board to non-employee Chairman of the Board, effective on June 1, 2024. Our Certificate of Incorporation provides for a classified Board currently divided into three classes. Steve Lawrence, Brian Marley, Tom Nealon, and Chris Turner constitute a class with a term that expires at the Annual Meeting (the “Class I Directors”) subject to the election and qualification of their successors; Wendy Beck, Theresa Palermo, and Monique Picou constitute a class with a term that expires at the Annual Meeting of Stockholders in 2025 (the “Class II Directors”); and Ken Hicks, Beryl Raff, and Jeff Tweedy, constitute a class with a term that expires at the Annual Meeting of Stockholders in 2026 (the “Class III Directors”). For details, see the “Leadership Structure of the Board” below. One class of directors stands for election at each of our annual meetings of stockholders. Directors are elected by our stockholders to serve for three-year terms that expire on the date of an annual meeting of stockholders. Upon the recommendation of the Nominating and Governance Committee (the “Governance Committee”), the Board has considered and nominated Steve Lawrence, Brian Marley, Tom Nealon, and Chris Turner to continue as Class I Director nominees for a three-year term expiring in 2027. Action will be taken at the Annual Meeting for the election of these four Class I Director nominees. Unless otherwise instructed, the persons named in the proxy card (the “proxy holders”) included with this Proxy Statement intend to vote the proxies held by them “FOR” the election of each of Steve Lawrence, Brian Marley, Tom Nealon, and Chris Turner. Each of these nominees has indicated that he will be willing and able to serve as a director. If any of these nominees ceases to be a candidate for election by the time of the Annual Meeting (a contingency which the Board does not expect to occur), the Board may propose another person or persons in place of any such nominee(s), and the individuals designated as your proxies will vote to appoint that proposed person or persons. Alternatively, in such event, the Board may decide to reduce the number of directors constituting the full Board.

  3. Board Composition

    Board Composition We believe the current composition of the Board brings a diverse balance of relevant experience and backgrounds to our Company. The Board is composed of seasoned directors and executives with proven track records of leadership and success in retail and other consumer-oriented businesses that are relevant in light of the Company’s business, strategy, and structure. The Board and the Governance Committee regularly evaluates its composition to ensure it continues to advance our business strategies and serve the interests of our stockholders.

  4. Board Composition

    | Board Composition Matrix (Effective as of April 19, 2024) | W. Beck | K. Hicks | S. Lawrence | B. Marley | T. Nealon | T. Palermo | M. Picou | B. Raff | C. Turner | J. Tweedy | | Total Number of Directors | 10 | | | | | | | | | | | Independence/Tenure/Class | | | | | | | | | | | | Independent | ✓ | | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Tenure (years) | 3 | 3 | 1 | 3 | 3 | 1 | 0 | 2 | 2 | 3 | | Class | II | III | I | I | I | II | II | III | I | III | | Term Expires | 2025 | 2026 | 2024 | 2024 | 2024 | 2025 | 2025 | 2026 | 2024 | 2026 | | Gender Identity | | | | | | | | | | | | Female | ✓ | | | | | ✓ | ✓ | ✓ | | | | Male | | ✓ | ✓ | ✓ | ✓ | | | | ✓ | ✓ | | Non-Binary Gender | | | | | | | | | | | | Demographic Background | | | | | | | | | | | | Black or African American | | | | | | | ✓ | | | ✓ | | Hispanic or Latinx | | | | | | | | | | | | White | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | | | Asian (including South Asian) | | | | | | | | | | | | Native Hawaiian or Pacific Islander | | | | | | | | | | | | Native American or Alaskan Native | | ✓ | | | | | | | | | | Two or More Races or Ethnicities | | ✓ | | | | | | | | | | LGBTQ+ | | | | | | | | | | | | Did Not Disclose Demographic Background | | | | | | | | | | | | Veteran | | ✓ | | | | | | | | |

  5. Board Composition

    | Average Age 60 Years | Gender Diversity 40% 4 Women | Ethnic Diversity 30% 3 Minorities | | Independence 80% 8 of 10 Directors are Independent | Committee Chair Diversity 2 of 3 Committee Chairs are Women | Overall Diversity 60% 6 Directors are Women or Minorities |

  6. Board Composition

    The following chart (as of April 19, 2024) summarizes the specific experience, attributes, skills, and qualifications of our directors and nominees. A director or nominee may possess additional experience, attributes, skills, and qualifications, even if not expressly indicated below.

  7. Board Composition

    | Board Skills & Number of Directors | | | | | | | | | | Accounting/Finance | | | | | Merchandising | | | | | | | | | 7 | | 5 | | | | Board Governance | | | | | Store Operations | | | | | | | 5 | | | | 5 | | | | Cybersecurity | | | | | Sourcing/Manufacturing | | | | | | 3 | | | | | 5 | | | | Digital/eCommerce | | | | | Strategic Planning | | | | | | | | | 7 | | | | 10 | | Human Resources (incl. diversity, equity & inclusion) | | | | | Supply Chain/Logistics | | | | | | | | 6 | | | | 7 | | | Marketing | | | | | Information Technology | | | | | | | | | 7 | | 5 | | |

  8. Nominees for Election to the Board of Directors

    Nominees for Election to the Board of Directors Set forth below is certain information regarding each Class I Director nominee. Beneficial ownership of equity securities of the Class I Director nominees is shown under “Ownership of Securities” below. Mr. Lawrence was recommended to the Board as part of a leadership transition, and Mr. Turner was recommended to the Board by a third-party search firm.

  9. Class I Director Nominees

    Class I Director Nominees

  10. Class I Director Nominees

    | | Steve P. Lawrence | | | | | Director Since: June 2023 | Independent: No | Age: 56 | | | Committee Membership: None Board Class: I | | | | | Steve P. Lawrence has served as the Chief Executive Officer of the Company and on the Board since June 1, 2023. Mr. Lawrence served as the Executive Vice President and Chief Merchandising Officer of the Company since joining the Company in February 2019 to June 2023. Prior to joining the Company, Mr. Lawrence was President, Chief Executive Officer and served on the board of directors at francesca’s from October 2016 to January 2019. From May 2012 to September 2016, he served as Chief Merchandising Officer at Stage Stores. Mr. Lawrence also spent nearly 12 years working in various merchandising leadership roles at J.C. Penney after 10 years at Foley’s. Mr. Lawrence obtained his Bachelor of Business Administration in Finance from the University of Notre Dame. The Board selected Mr. Lawrence to serve as a director based on his board, executive leadership, and management experience related to the retail industry, which includes merchandising, eCommerce, customer loyalty, strategic planning, governance, financial, marketing, operations, real estate, sourcing, supply chain, and logistics skills. | | |

  11. Class I Director Nominees

    | | Brian T. Marley | | | | | Director Since: June 2020 | Independent: Yes | Age: 67 | | | Committee Membership: Audit (Chair) Board Class: I | | | | | Brian T. Marley has served on the Board and as a member and Chair of the Audit Committee since June 2020 and served as a member of the board of managers of New Academy Holding Company, LLC from January 2018 to June 2020. Mr. Marley is the founder and has served as Managing Partner of Marley Associates LLC, where he has provided advisory services for a wide variety of consumer and retail firms, since 2014. Mr. Marley previously served as Executive Vice President and Chief Financial Officer of Belk, Inc. from 2000 to 2013. At Belk, Mr. Marley had responsibility for financial planning, accounting, treasury, risk management, process improvement, credit and customer loyalty programs. He also served as Chairman of Belk National Bank from 2000 to 2006. Prior to joining Belk, Mr. Marley was at KPMG LLP for 20 years, during which he was an Audit and Assurance partner in the Retail and Consumer Industry practice for seven years. He is a graduate of the University of North Carolina at Chapel Hill with a Bachelor of Science in Business Administration. The Board selected Mr. Marley to serve as a director based on his executive leadership, governance, and management experience, including strategy, process improvement, risk management, customer loyalty, marketing, and extensive accounting and financial skills related to the retail industry. | | |

  12. Class I Director Nominees

    | | Tom M. Nealon | | | | | Lead Independent Director (or “Lead Director”) | | | | | Director Since: March 2021 | Independent: Yes | Age: 63 | | | Committee Memberships: Audit; Compensation Board Class: I | | | | | Tom M. Nealon has served on the Board and the Compensation Committee since March 2021, as Lead Director since December 2021, and as a member of the Audit Committee effective as of May 31, 2023. Currently, Mr. Nealon has served as CEO of SAFFiRE Renewables, LLC, a sustainable aviation fuel company, since September 2022. Mr. Nealon has served as Senior Advisor of Southwest Airlines Co. since September 2021 and served as President of Southwest Airlines Co., a passenger airline, from January 2017 to September 2021. Mr. Nealon also served as Executive Vice President Strategy & Innovation of Southwest Airlines Co. from January 2016 to January 2017. Mr. Nealon also served as Group Executive Vice President of J.C. Penney Company, Inc., a retail company, from August 2010 to December 2011. In this role Mr. Nealon was responsible for Strategy, jcp.com, Information Technology, Customer Insights, and Digital Ventures. Mr. Nealon held other senior positions and consulting roles at J.C. Penney, The Feld Group, and Frito-Lay, a division of PepsiCo, Inc. Previously, Mr. Nealon served on the Board of Directors of Southwest Airlines Co. from December 2010 to November 2015, and on the Board of Directors and the Audit Committee of the Fossil Group, Inc. from April 2012 to May 2020. He is a graduate of Villanova University’s School of Business with a Bachelor of Science in Business Administration and earned a Master of Business from the University of Dallas. The Board selected Mr. Nealon to serve as a director based on his extensive board, executive leadership, management experience related to the retail and consumer industries, including technology, eCommerce, marketing, merchandising, accounting, finance, governance, strategic planning, supply chain, logistics, human resources, cybersecurity, and customer service skills. | | |

  13. Class I Director Nominees

    | | Chris L. Turner | | | | | Director Since: December 2021 | Independent: Yes | Age: 49 | | | Committee Membership: Audit Board Class: I | | | | | Chris L. Turner has served on the Board and the Audit Committee since December 2021. Mr. Turner has served as the Chief Financial Officer of Yum! Brands, a quick service restaurant company, since August 2019 where he has global responsibility for finance, corporate strategy, supply chain and information technology. Before joining Yum! Brands, he served as Senior Vice President and General Manager at PepsiCo, Inc., a multinational food, snack, and beverage corporation, leading PepsiCo’s retail and eCommerce businesses with Walmart in the U.S. and more than 25 countries and across PepsiCo’s brands from December 2017 to July 2019. Prior to leading PepsiCo’s Walmart business, he served in various positions including Senior Vice President of Transformation for PepsiCo’s Frito-Lay North America business from July 2017 to December 2017 and Senior Vice President of Strategy for Frito-Lay from February 2016 to June 2017. Prior to joining PepsiCo, Mr. Turner spent more than 13 years at McKinsey & Company, a strategic management consulting firm, where he was a Partner in the firm’s Dallas office. During this time, he served clients in the retail, restaurant, consumer packaged goods, airline, high-tech and media industries. He is a graduate of the University of Arkansas with a Bachelor’s degree in Industrial Engineering and earned a Masters of Business Administration from Stanford University. The Board selected Mr. Turner to serve as a director based on his significant business and management leadership experience related to the retail and consumer industries, including supply chain, logistics, digital/eCommerce, operations, strategic planning, technology, cybersecurity, and extensive financial skills. | | |

  14. Class I Director Nominees

    | | BOARD RECOMMENDATION The Board recommends that you vote “FOR” the election of each of the Class I Director nominees named above. |

  15. Class II Directors

    Class II Directors

  16. Class II Directors

    | | Wendy A. Beck | | | | | Director Since: December 2020 | Independent: Yes | Age: 59 | | | Committee Memberships: Audit; Nominating & Governance (Chair) Board Class: II | | | | | Wendy A. Beck has served on the Board and the Audit Committee since December 2020 and as a member and the Chair of the Nominating & Governance Committee since May 2021. Ms. Beck most recently served as Executive Vice President and Chief Financial Officer for Norwegian Cruise Line Holdings, Inc., from September 2010 to March 2018. Prior to that, Ms. Beck served as Executive Vice President and Chief Financial Officer of Domino’s Pizza Inc. from 2008 to 2010, as Senior Vice President, Chief Financial Officer and Treasurer of Whataburger Restaurants, LP from 2004 to 2008 and as their Vice President and Chief Accounting Officer from 2001 to 2004, and as Vice President, Chief Financial Officer, and Treasurer of Checkers Drive-In Restaurants, Inc. from 2000 to 2001. Ms. Beck has served on the Board of Directors of Traeger, Inc., including on its Audit Committee and its Nominating and Corporate Governance Committee since July 2021, and on the Board of Directors of Hawaiian Holding, Inc., including on its Audit Committee since July 2022. Previously, Ms. Beck served on the Board of Directors and chaired the Audit Committee of At Home Group Inc. from September 2014 to July 2021, on the Board of Directors and the Audit Committee of SpartanNash Company from September 2010 to December 2013 and on the Board of Directors and the Compensation Committee of Bloomin’ Brands from February 2018 to April 2022. She is a graduate of the University of South Florida with a Bachelor of Science in Accounting and is a Certified Public Accountant. The Board selected Ms. Beck to serve as a director based on her board, executive leadership and management experience related to the retail industry, which includes governance, strategic, supply chain, logistics, talent management, technology, cybersecurity and extensive accounting and financial skills. | | |

  17. Class II Directors

    | | Theresa E. Palermo | | | | | Director Since: July 2022 | Independent: Yes | Age: 48 | | | Committee Membership: Nominating and Governance Board Class: II | | | | | Theresa E. Palermo has served on the Board and the Nominating and Governance Committee since July 2022. Ms. Palermo has served as Senior Vice President, Connected Commerce and Marketing at Signet Jewelers Limited, a jewelry retailer, since October 2019. Ms. Palermo also served as Senior Vice President, Marketing of Neiman Marcus Group, Inc. from September 2017 to October 2019. Ms. Palermo also served as Executive Vice President and Chief Marketing Officer of Vera Bradley Inc. from June 2015 to August 2017. Ms. Palermo held other senior positions and roles at Fossil Group Inc., Collective Brands, Inc., The Timberland Company, Polaroid Corporation, and United Communications Group Limited. She is a graduate of Auburn University with a Bachelor of Science in Marketing and earned a Master of Business Administration from Simmons University. The Board selected Ms. Palermo because of her executive leadership and management experience related to the retail industry, which includes marketing, digital/eCommerce, customer loyalty, human resources, strategic planning and technology. | | |

  18. Class II Directors

    | | Monique Picou | | | | | Director Since: March 2024 | Independent: Yes | Age: 58 | | | Committee Membership: None Board Class: II | | | | | Monique Picou has served on the Board since March 2024. Mrs. Picou has over 30 years of supply chain, logistics, strategic planning, operations digital/technology, and engineering experience. Mrs. Picou serves as Global Executive - Vice President, Google Cloud Supply Chain and Operations at Alphabet, Inc., a multinational technology company, since March 2023, and also served as Vice President, Google Product, Technology Strategy and Global Server Operations at Alphabet, Inc. from February 2021 to April 2023. Prior to Alphabet, Inc., Mrs. Picou served as Senior Vice President, Sam's Club Chief Strategy and Supply Chain Officer from March 2020 to February 2021, as Sam's Club Senior Vice President Supply Chain Flow from February 2019 to February 2020, and Vice President, Supply Chain at Walmart, Inc., a multinational retail company, from August 2018 to January 2019. Mrs. Picou held other senior leadership positions at Voyant Beauty, LLC and Procter & Gamble Company, where she spent more than 25 years and served in various positions, including Senior Vice President - Product Supply Global Health Care from December 2016 to August 2017. Since November 2021, Mrs. Picou has served on the board of directors of Ryan Companies US, Inc., a commercial real estate services company. She is a graduate of Southern University with a Bachelor of Science in Electrical Engineering and earned a Master of Business Administration from Florida Institute of Technology. The Board selected Mrs. Picou because of her supply chain, logistics, strategic planning, operations, digital/technology, human resources, process improvement, merchandising, customer loyalty, and engineering skills, and her experience at technology, retail, and manufacturing companies. | | |

  19. Class III Directors

    Class III Directors

  20. Class III Directors

    | | Ken C. Hicks | | | | | Executive Chairman of the Board | | | | | Director Since: June 2020 | Independent: No | Age: 71 | | | Committee Membership: None Board Class: III | | | | | On June 1, 2024 will transition from Executive Chairman of the Board to non-employee Chairman of the Board. Mr. Hicks has served as the Executive Chairman of the Board since June 1, 2023, and served as Chairman, President, and Chief Executive Officer from May 2018 to June 2023. Mr. Hicks has served as a member of the Board since June 2020 and served as a member of the board of managers of New Academy Holding Company, LLC from May 2017 to June 2020. Mr. Hicks previously served as President and Chief Executive Officer at Foot Locker, Inc. from August 2009 to February 2010, and also served as Chairman, President and Chief Executive Officer at Foot Locker, Inc. from February 2010 to November 2014, and as Executive Chairman at Foot Locker, Inc. from December 2014 to May 2015. Prior to joining Foot Locker, Inc. Mr. Hicks held senior positions at J.C. Penney Company, Inc., Payless ShoeSource, Home Shopping Network, May Department Stores Company, and McKinsey & Company. Currently, Mr. Hicks has served on the board of directors of Avery Dennison Corporation since July 2007, and as Chairman of the board of directors of Guitar Center Holdings, Inc. since October 2023. Previously, Mr. Hicks served on the Board of Directors and its Compensation Committee of Whole Foods Market, Inc. from May 2017 to August 2017. Mr. Hicks graduated from the United States Military Academy located in West Point, NY, and served in the U.S. Army. He also earned a Masters of Business Administration with highest distinction from Harvard Business School. The Board selected Mr. Hicks to serve as a director based on his board, executive leadership, and management experience related to the retail industry, which includes merchandising, eCommerce, governance, financial, marketing, strategic planning, operations, real estate, sourcing, supply chain, and logistics skills. | | |

  21. Class III Directors

    | | Beryl B. Raff | | | | | Director Since: May 2021 | Independent: Yes | Age: 73 | | | Committee Membership: Compensation (Chair) Board Class: III | | | | | Beryl B. Raff has served on the Board and the Compensation Committee since May 2021 and as the Chair of the Compensation Committee since October 2021. Previously, Ms. Raff was the Chairman and Chief Executive Officer of Helzberg Diamonds, a wholly owned subsidiary of Berkshire Hathaway Inc., a multinational conglomerate holding company, from 2009 to July 2022. Ms. Raff served as the non-executive Chairman from July 2022 to December 2023. Before joining Helzberg Diamonds, from 2001 to 2009, Ms. Raff held senior merchandising positions with J.C. Penney, most recently as Executive Vice President and General Merchandise Manager, where she was responsible for the day-to-day operation of the fine jewelry business and served on its Executive Board, which determined strategic direction and initiatives for JC Penney. Prior to JC Penney, Ms. Raff also was Chairman and Chief Executive Officer at Zale Corporation and held senior merchant positions at R. H. Macy & Company. Currently, Ms. Raff has served on the Board of Directors of Helen of Troy, Ltd. since August 2014, including on its Audit Committee and formerly its Compensation Committee, and on the Board of Directors of Larry H. Miller Company, including on its Governance and Compensation Committees. Previously, Ms. Raff served on the Board of Directors of The Michaels Companies, Inc., including on its Audit and Compensation Committees from September 2014 to April 2021, on the Board of Directors of Group 1 Automotive, Inc., including on its Compensation Committee and as chair of its Governance & Nominating Committee from June 2007 to February 2015, and on the Board of Directors of Jo-Ann’s Stores, Inc., including on its Audit and Governance Committees and as chair of its Compensation Committee from August 2001 to February 2011. She is a graduate of Boston University with a Bachelors of Business Administration and a Masters of Business Administration from Drexel University. The Board selected Ms. Raff because of her board, executive leadership and management experience related to the retail industry, which includes accounting, finance, governance, marketing, merchandising, sourcing, manufacturing, operations, real estate/construction, strategic planning, supply chain logistics, and talent management skills. | | |

  22. Class III Directors

    | | Jeff C. Tweedy | | | | | Director Since: October 2020 | Independent: Yes | Age: 61 | | | Committee Memberships: Compensation; Nominating & Governance Board Class: III | | | | | Jeff C. Tweedy has served on the Board, the Compensation Committee, and the Nominating & Governance Committee since October 2020. In March of 2021, Mr. Tweedy transitioned to an advisory role with Sean John Clothing, a clothing retailer, having served as its Chief Executive Officer from November 2007 to March 2021, and previously as its Executive Vice President from February 1998 to March 2005. Currently, Mr. Tweedy has served on the board of directors of Safe and Green Development Corporation since April 2023, including on its Compensation Committee and its Nominating and Corporate Governance Committee, The Piney Woods School since February 2019, and the advisory board of the Fashion Institute of Technology since January 2020, where he previously studied Menswear Design and Marketing. He served as Vice President of Karl Kani Jeans from March 1993 to June 1996. Mr. Tweedy served as Vice President of Spike Lee from February 1992 to June 1993 and as East Coast Sales Manager of Ralph Lauren Womenswear from February 1990 to December 1992. The Board selected Mr. Tweedy to serve as a director based on his extensive executive leadership and management experience related to the retail industry, including merchandising, marketing, sourcing, manufacturing, strategic planning, store operations, digital/eCommerce, and talent management skills. | | |

  23. Compensation of Directors

    Compensation of Directors Under the director compensation program non-employee directors receive the following compensation (references to non-employee directors exclude directors employed by the Company): •an annual cash retainer of $100,000, which is payable each fiscal quarter in arrears in installments of $25,000. In addition, each non-employee director serving in the following positions on the Board will receive the following additional annual cash retainers, each of which is also payable each fiscal quarter in arrears in installments: ◦Chairman of the Board: $75,000; ◦Lead Director: $40,000; ◦Audit Committee Chair: $30,000; ◦Compensation Committee Chair: $25,000; and ◦Nominating and Governance Committee Chair: $20,000. A non-employee director who commences, or terminates, service during a fiscal quarter will receive a pro-rated retainer based on the number of calendar days of service provided in the fiscal quarter. •an annual grant of Restricted Stock Units, or “RSUs,” valued at $160,000 (or, commencing in 2024, an annualized grant value totaling $285,000 for the Chairman of the Board) to be granted on the first business day of the Company’s open trading window following our annual meeting of stockholders and which is converted into the number of RSUs to be granted based on the prior 30 calendar day average closing price of our common stock as of the grant date. These RSUs vest 100% on the earliest of (i) the first anniversary of the date of grant, or, the date which is the business day immediately preceding the date of the next annual meeting of stockholders, (ii) the director’s termination due to death or Disability (as defined in the Company’s 2020 Omnibus Incentive Plan) or (iii) a Change of Control (as defined in the Company’s 2020 Omnibus Incentive Plan). If a non-employee director is appointed to the Board after the first business day following an annual meeting of stockholders but more than 60 days prior to the next annual meeting of stockholders, such non-employee director will be granted a pro-rated portion of the above-described annual RSU grant. Such grant value will be determined based on the number of calendar days remaining before (a) the next annual meeting of stockholders, if scheduled, or (b) the date of the first anniversary of the last annual meeting of stockholders, if the next annual meeting of stockholders is not scheduled, divided by (x) the number of calendar days between the last and next scheduled annual meeting of stockholders, or (y) 365, if either the last or the next annual meeting of stockholders date does not exist and ending on the vesting date for such prorated grant (which vesting date will be the same vesting date on which the corresponding annual grant that was made to the other non-employee directors will vest). A non-employee director appointed within 60 days of the next annual meeting of stockholders will not receive any such pro-rated equity grant. Our directors will also be reimbursed for reasonable travel and lodging expenses associated with attendance at Board or committee meetings. Additionally, all directors are eligible to receive a discount of 20% on most of our merchandise, which is the same discount we offer to all our team members. The following table contains information concerning the compensation of our non-employee directors in 2023, specifically, Mses. Beck, Palermo, Raff and Turney, and Messrs. Nealon, Marley, Turner and Tweedy. Mr. Hicks did not receive any additional compensation for his service as a director in 2023 (and his compensation for services as our Executive Chairman and Chief Executive Officer is disclosed in the Summary Compensation Table in this Proxy Statement). Effective June 1, 2024, Mr. Hicks will transition to a non-employee Chairman role and will be eligible for non-employee Chairman compensation in such capacity, as described above.

  24. Director Compensation Table for 2023

    Director Compensation Table for 2023

  25. Director Compensation Table for 2023

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Total ($) | | Tom Nealon | 140,000 | 146,970 | 286,970 | | Wendy Beck | 120,000 | 146,970 | 266,970 | | Brian Marley | 130,000 | 146,970 | 276,970 | | Theresa Palermo | 100,000 | 146,970 | 246,970 | | Beryl Raff | 125,000 | 146,970 | 271,970 | | Chris Turner | 100,000 | 146,970 | 246,970 | | Sharen Turney(4) | 100,000 | 146,970 | 246,970 | | Jeff Tweedy | 100,000 | 146,970 | 246,970 |

  26. Director Compensation Table for 2023

    1.Amounts reflect the aggregate amount of cash retainers earned during 2023. 2.Amounts reflect the full grant-date fair value of RSUs granted during 2023 computed in accordance with ASC Topic 718. See Note 9, Share-Based Compensation to our consolidated financial statements included in the Annual Report for the assumptions used in calculating these values. 3.Amounts reflect RSUs granted in 2023 under the Company’s 2020 Omnibus Incentive Plan. Grants under the Company’s 2020 Omnibus Incentive Plan contain the vesting terms described above under the Board compensation program. 4.Ms. Turney resigned from the Board, effective February 26, 2024. As a result of Ms. Turney’s resignation, her 2023 RSU grant was forfeited. As of February 3, 2024, the following non-employee directors held the following number of RSUs:

  27. Director Compensation Table for 2023

    | Name | Number of RSUs Outstanding | | Tom Nealon | 2,861 | | Wendy Beck | 2,861 | | Brian Marley | 2,861 | | Theresa Palermo | 2,861 | | Beryl Raff | 2,861 | | Chris Turner | 2,861 | | Sharen Turney(1) | 0 | | Jeff Tweedy | 2,861 |

  28. Director Compensation Table for 2023

    1.Ms. Turney resigned as a member of the Board effective February 26, 2024, and forfeited her unvested RSUs at such date. The Compensation Committee reviews and assesses non-employee director pay levels every year. This process involves a review of competitive market data, including an assessment of our director compensation policy against the director compensation programs of companies in our executive compensation peer group and updates on recent trends in director compensation. In June 2023, the Compensation Committee and its compensation consultant, Frederic W. Cook & Co, Inc. (“FW Cook”), conducted a thorough analysis of the board of directors' compensation, and following this review the Compensation Committee recommended and the Board approved an increase in the annual equity award fair market value from $150,000 to $160,000, effective in 2023. The remainder of the director compensation program remained unchanged for 2023. The Board has adopted Stock Ownership Guidelines applicable to the non-employee directors, the Chief Executive Officer, and the other covered executives (see “Stock Ownership Guidelines” for more information). For non-employee directors the requirement is to hold 3.0x the annual cash retainer, not inclusive of any additional fees. The guidelines allow covered directors and executives up to five years from the date each first becomes subject to comply with the guidelines. The following holdings are counted as eligible securities: •shares of common stock owned outright by the individual, or jointly with or separately by the individual’s spouse; •shares of common stock held in trust for the benefit of the individual; •shares of common stock held in the Company’s 401(k) Plan; •performance-based restricted stock and restricted stock units that have met the performance criteria but have not yet vested and/or settled; and •time-based restricted stock and restricted stock units. Covered directors who do not achieve the required levels of ownership within the prescribed amount of time will be required to retain 100% of any Company equity acquired (net of taxes) until the next compliance date on which their ownership of eligible securities meets applicable required guidelines. The non-employee directors are either in compliance with the Stock Ownership Guidelines or within the prescribed time period for complying with such guidelines.

  29. Annual Cash Incentives

    Annual Cash Incentives •In March 2023, when establishing the 2023 Executive Team Bonus Plan (“Executive Bonus Plan”, as described below under “2023 Executive Team Bonus Plan — Bonus Plan Design”), the Committee approved the following changes to better align with our 2023 financial goals: the Committee reduced the metric weight for Company Adjusted EBIT (“Adj. EBIT”) from 50% to 45% of total target bonus opportunity and increased the Company Total Net Sales (“Net Sales”) weight from 40% to 45% of total target bonus opportunity (with individual performance remaining at 10% of total target bonus opportunity). •While the Company performed well in light of market headwinds and shareholder return increased over 16% year over year, we failed to achieve the minimum performance requirements for Adj. EBIT and Net Sales under the Executive Bonus Plan, which resulted in each of the NEOs forfeiting 90% of their target annual cash incentive bonus. •Messrs. Lawrence, Hicks, Johnson, and Ennis earned 10% of their total annual target bonus opportunity under the Executive Bonus Plan in light of their achievement of individual performance strategic initiative goals, as described further under “2023 Executive Team Bonus Plan — Achievement of Performance Goals” below. •The total 2023 bonuses earned and paid to Messrs. Ford and McCabe were prorated for their period of service prior to their respective promotions based on the terms of their employment agreements and the Executive Bonus Plan and the 2023 Non-Executive Team Bonus Plan (“Non-Executive Bonus Plan”), under which Mr. McCabe earned 8% and Mr. Ford earned 10% of total annual target bonus opportunity.

  30. Long-Term Equity Incentives

    Long-Term Equity Incentives •The Committee approved annual long-term equity incentive awards in March 2023 with the total target grant value allocated across a mix of 50% performance-based RSUs, 25% time-based RSUs, and 25% time-based stock options (“Options”). The performance-based RSUs vest based on achievement of three (3) year cumulative Adjusted Pre-Tax Income (weighted 75%) and Return On Investment Capital (“ROIC”) (weighted 25%) performance goals. •In connection with the leadership transitions discussed above, the Committee approved additional equity incentive awards for Messrs. Lawrence, Johnson, Ford, McCabe, Ennis, and Mullican. These additional grants for Messrs. Lawrence, Johnson, Ford, McCabe, and Mullican were allocated across a mix of 50% performance-based RSUs which vest as described above, and 25% time-based RSUs and 25% time-based Options which both vest over three years ratably on each of the anniversaries of the grant date. Mr. Ennis’s awards were granted entirely in time-based RSUs which vest over three years ratably on each of the anniversaries of the grant date. Vesting of all equity incentive awards is subject to continued service to the Company. These additional equity incentive awards were designed to provide market competitive total compensation given their new roles and responsibilities and retain and motivate the recipients while aligning their long-term compensation to stockholder interests.

  31. What We Do/What We Don’t Do

    | What We Do | | What We Don’t Do | | | ✓ | Committee comprised solely of independent non-employee directors. | x | We do not offer defined benefit pension arrangements or non-qualified deferred compensation plans or arrangements to our executive officers. | | ✓ | Committee conducts annual review and approval of our compensation strategy and performs an annual compensation risk assessment. | x | We do not provide any tax reimbursement payments (including “gross-ups”) on any severance or change-in-control payments. | | ✓ | Majority of compensation for our executive officers is “at risk” based on the Company’s performance, in the form of both short-term cash and long-term equity incentives to align the interests of our executive officers and stockholders. | x | We do not grant Options with exercise prices below fair market value and we will not reprice Options without stockholder approval. | | ✓ | Executive officers generally participate in broad-based company-sponsored health and welfare benefits programs on the same basis as our other full-time, salaried team members. | x | Our executive officers are prohibited from hedging our securities, pledging our securities as collateral for loans, or holding our securities in margins accounts. | | ✓ | Options and RSUs granted to executive officers vest over multi-year periods. In addition, certain RSUs granted to our executive officers are subject to performance-based vesting requirements. | x | We do not apply single-trigger vesting to equity awards upon a change of control. | | ✓ | Maintain a clawback policy covering our key compensation programs. | x | We do not pay dividends or dividend equivalents on any equity awards. | | ✓ | Maintain stock ownership requirements for our NEOs. | | | | ✓ | Apply a Company financial performance threshold gate for annual bonus payouts – the Company must achieve 80% of the Adj. EBIT target for participants to receive any annual bonus payout. | | |

  32. Elements of 2023 NEO Compensation Program

    | Component | Purpose | Overview | | Base salary | Compensate for services rendered each year | Based on position, experience, job responsibilities, market, internal pay equity, and individual performance | | Annual cash incentive bonus | Encourage achievement of our corporate annual performance objectives Reward those individuals who significantly impact our corporate results | Company performance (weighted 90%) -Adj. EBIT (weighted 45%) -Net Sales (weighted 45%) Individual performance (weighted 10%) | | Long-term equity incentives | Align executive officer and stockholder interests by creating a link between executive compensation and our long-term performance | Performance-based RSUs (approximately 50% of the target annual equity incentive award) with a three (3) year cliff vesting schedule - 75% earned-based on achievement of three (3) year cumulative Adjusted Pre-Tax Income - 25% earned-based on achievement of three (3) year cumulative ROIC Options (approximately 25% of the annual equity incentive award) Time-based RSUs (approximately 25% of the annual equity incentive award) |

  33. NEO Pay Mix

    | ■ Base Salary | ■ Annual Incentives | ■ Stock Options | ■ Performance RSUs | ■ Time RSUs |

  34. NEO Pay Mix

    | ■ Short-Term Compensation | ■ Long-Term Compensation |

  35. NEO Pay Mix

    | 1. | Reflects fiscal year end base salary, year end annual target bonus, and all equity granted in the year (assuming target performance for performance-based RSUs). |

  36. Base Salary

    | Name | Year End 2022 Base Salary ($) | Year End 2023 Base Salary ($) | Percentage Change (%) | Rationale | | Steve Lawrence | 775,000 | 1,000,000 | 29.0 | Salary was increased approximately 3.5% as part of the performance review in March 2023 to improve market competitiveness and after considering individual performance. Mr. Lawrence then received an increase of approximately 24.7% in connection with his promotion to CEO in June 2023 to provide a market-competitive base salary and position him appropriately relative to internal and external benchmarks given his new role and responsibilities. | | Ken Hicks | 1,100,000 | 700,000 | -36.4 | As part of his transition from Chairman, President and CEO to Executive Chairman, Mr. Hicks’s salary was reduced 36.4% in June 2023. | | Sam Johnson | 595,000 | 825,000 | 38.7 | Salary was increased approximately 3.5% as part of the performance review in March 2023 to improve market competitiveness after considering individual performance. Mr. Johnson then received a base salary increase of approximately 17.7% in light of the assignment of additional responsibilities to him in June 2023 and then another increase of approximately 13.8% in connection with his promotion to President in October 2023 to provide a market-competitive base salary and position him appropriately relative to internal and external benchmarks given his new role and responsibilities. | | Carl Ford | 364,500 | 500,000 | 37.2 | Mr. Ford received an increase of approximately 37.2% in connection with his promotion to EVP, CFO in July 2023 to provide a market-competitive base salary and position him appropriately relative to internal and external benchmarks given his new role and responsibilities. | | Matt McCabe | 325,000 | 500,000 | 53.9 | Mr. McCabe received an increase of approximately 53.9% in connection with his promotion to EVP, CMO in June 2023 to provide a market-competitive base salary and position him appropriately relative to internal and external benchmarks given his new role and responsibilities. |

  37. Base Salary

    | Name | Year End 2022 Base Salary ($) | Year End 2023 Base Salary ($) | Percentage Change (%) | Rationale | | Bill Ennis | 458,500 | 550,000 | 20.0 | Salary was increased approximately 3.6% as part of the performance review in March 2023 to improve market competitiveness and after considering individual performance. Mr. Ennis then received an increase of approximately 15.8% in connection with his promotion to EVP, CAO in January 2024 to provide a market-competitive base salary and position him appropriately relative to internal and external benchmarks given his new role and responsibilities. | | Michael Mullican | 695,000 | 825,000 | 18.7 | Salary was increased approximately 3.5% as part of the performance review in March 2023 to improve market competitiveness after considering individual performance. Mr. Mullican then received an increase of approximately 14.7% in connection with his promotion to President in June 2023 to provide a market-competitive base salary and position him appropriately relative to internal and external benchmarks given his new role and responsibilities. Mr. Mullican resigned in November 2023. |

  38. 2023 Executive Team Bonus Plan

    2023 Executive Team Bonus Plan

  39. Bonus Plan Design

    Bonus Plan Design We seek to tie a significant portion of NEO compensation to performance. To accomplish this objective, we provide our NEOs the opportunity to earn annual cash bonuses tied to the achievement of both Company (weighted 90%) and individual (weighted 10%) performance metrics. Each NEO may earn from 0% to 200% of their target bonus opportunity. Any earned bonus payments are generally subject to the NEO’s continued employment through the payment date, which typically occurs in April following the end of the applicable fiscal year. During first quarter 2023, the Committee finalized and approved the performance metrics for the Executive Bonus Plan. In setting the goals described below, the Committee established what it believed were stretch goals that would incentivize and reward exceptional employee performance without any guarantee that we would meet or exceed any such metrics in the prevailing business environment. For NEOs to be eligible to receive any payout under the Executive Bonus Plan, the Company must achieve a minimum Adj. EBIT result of at least 80% of the Adj. EBIT target set and approved by the Committee. If this threshold is not met, no bonuses will be paid under the Executive Bonus Plan. Under the Executive Bonus Plan, the Company performance metrics represent 90% of each NEO’s annual bonus opportunity. For 2023, the Committee approved Adj. EBIT (with a reduced weighting of 45% from 50% the prior year) and Net Sales (with an increased weighting of 45% from 40% the prior year) as the two Company performance metrics under the Executive Bonus Plan. Adj. EBIT reflects the profitability of the Company inclusive of depreciation and amortization impacts. Net Sales reflect the primary means of growth for the Company. For the 2023 plan, the Committee, in consultation with FW Cook, and after a review of current market practices, changed the Executive Bonus Plan Company weightings to better align with our long-range financial growth strategy. For the Company performance metrics, we use linear interpolation to determine the payout percentage where the level of achievement falls between minimum and target or target and maximum levels of achievement. Under the Executive Bonus Plan, the individual performance metric represents 10% of each NEO’s annual bonus opportunity. The individual performance metric goals consisted of key merchandising, marketing, leadership, financial, and operational objectives which support our Company’s long-range strategies to achieve our vision to be the best sports and outdoors retailer in the country with a focus on both the results and the NEO’s demonstration of our values – Customer focus and service, Excellence in all we do, Responsible leadership, Students of the business, Integrity always, and Positive impact on our communities. In March 2023, Mr. Hicks, in his role as CEO, recommended individual performance goals for the NEOs other than himself to the Committee for its approval. The Committee set Mr. Hicks’s individual performance goals. With the leadership transitions and promotions of the NEOs, Mr. Lawrence, in his role as CEO, recommended amended individual performance goals for the NEO’s, other than Mr. Hicks (whose goals did not change) and himself, to the Committee for its approval. The Committee set Mr. Lawrence’s amended individual performance goals.

  40. 2023 Non-Executive Team Bonus Plan

    2023 Non-Executive Team Bonus Plan Prior to becoming participants in the Executive Bonus Plan upon their respective promotions in June and July 2023, Messrs. McCabe and Ford were participants in the 2023 Non-Executive Bonus Plan. Much like the Executive Bonus Plan, we seek to tie a portion of our non-executive team member’s compensation to performance. To accomplish this objective, we provide participants in the Non-Executive Bonus Plan the opportunity to earn annual cash bonuses based on the achievement of specific metrics which are aligned with their positions. The Non-Executive Bonus Plan is similar to the Executive Bonus Plan in that each participant may earn a percentage of their annual target bonus opportunity; for Mr. Ford it was 0% at a minimum up to a maximum of 200% and for Mr. McCabe it was 0% at a minimum and a maximum of 215%. Any earned bonus payments are generally subject to the participant’s continued employment through the payment date, which typically occurs in April following the end of the applicable fiscal year. During first quarter 2023, Mr. Hicks, in his role as CEO, finalized and approved the performance metrics for the Non-Executive Bonus Plan. In setting the goals described below, Mr. Hicks established what he believed were stretch goals that would incentivize and reward exceptional employee performance without any guarantee that we would meet or exceed any such metrics in the prevailing business environment and would support the Executive Bonus Plan goals. Similar to the Executive Bonus Plan, under the Non-Executive Bonus Plan, the Company must achieve 80% of the Adj. EBIT target set and approved by the Committee. If this threshold is not met, no bonuses will be paid. Under the Non-Executive Bonus Plan, the Company performance metrics for Mr. Ford represented 90% of the annual bonus opportunity, weighted 45% on Adj. EBIT and 45% on Net Sales, while individual performance goals represented the remaining 10%. Similar to the Executive Bonus Plan, when Mr. Mullican set the individual performance goals for Mr. Ford under this plan the individual performance metric goals consisted of key leadership, financial, and operational objectives which support our Company’s long-range strategies to achieve our vision to be the best sports and outdoors retailer in the country with a focus on both the results and the NEO’s demonstration of our values. With Mr. Ford’s promotion to EVP, CFO, Mr. Lawrence, in his role as CEO, recommended to the Committee the amended individual performance goals for Mr. Ford to align both annual cash bonus plans individual metric goals for its approval. Mr. Ford’s achieved individual performance level was assessed holistically by Mr. Lawrence based on his evaluation of Mr. Ford’s level of achievement of the applicable quantifiable and qualitative measures for Mr. Ford’s individual performance metrics. Mr. Lawrence then recommended the performance level to the Committee for final approval. For Mr. McCabe, 100% of his annual bonus opportunity under the Non-Executive Bonus Plan was determined based on Company performance metrics with Adj. EBIT representing 20%, Total Company Merchant Net Sales at 50%, and Total Company Merchant Gross Margin dollars representing 30%. For quantitative performance metrics, we use linear interpolation to determine the payout percentage where the level of achievement falls between minimum and target or target and maximum levels of achievement.

  41. Achievement of Performance Goals

    Achievement of Performance Goals

  42. 2023 Executive Bonus Plan Company Performance Results

    2023 Executive Bonus Plan Company Performance Results The following table summarizes the 2023 Executive Bonus Plan Company performance results:

  43. 2023 Executive Bonus Plan Company Performance Results

    | Company Performance (weighted 90%) | | | Level of Achievement | | | | | | Metrics | | Threshold | Target | Maximum | Achievement | | | Adj. EBIT* | Goal (in millions) | $748.0 | $880.0 | $1,012.0 | $735.1 | | | | Goal as % of Target (%) | 85.0 | 100.0 | 115.0 | 83.5 | | | | Payout as % of Target (%) | 50.0 | 100.0 | 200.0 | 0.0 | | | Net Sales | Goal (in billions) | $6.30 | $6.78 | $7.11 | $6.16 | | | | Goal as % of Target (%) | 93.0 | 100.0 | 105.0 | 90.9 | | | | Payout as % of Target (%) | 50.0 | 100.0 | 200.0 | 0.0 |

  44. 2023 Executive Bonus Plan Company Performance Results

    *Adj. EBIT is a non-GAAP financial measure. See “Annex A - Reconciliations of GAAP to Non-GAAP Financial Measures” below for reconciliations of non-GAAP financial measures used in this Proxy Statement to their most directly comparable GAAP financial measures.

  45. 2023 Executive Bonus Plan Individual Performance Results

    2023 Executive Bonus Plan Individual Performance Results Following the completion of the fiscal year, Mr. Lawrence evaluated each NEO’s, other than himself and Mr. Hicks, individual performance achievement based on his holistic assessment of the extent to which each NEO’s individual contributions exceeded or fell short of their individual goals for the year, each NEO’s contribution to our overall Company performance, and their individual impact on advancing the Company’s strategic growth plan, while taking into account the NEO’s demonstration and role in modeling our values. Mr. Lawrence then recommended such performance assessments to the Committee for their final approval. The Committee determined Mr. Lawrence’s and Mr. Hicks’s performance achievements independently. The following table summarizes select 2023 achievements taken into account in determining their individual performance results for the NEOs excluding Mr. Mullican who voluntarily resigned in November 2023 and was not eligible for a 2023 Executive Bonus Plan payment.

  46. 2023 Executive Bonus Plan Individual Performance Results

    | Name & Position | 2023 Individual Performance Attainment | 2023 Individual Performance Achievements | | Steve Lawrence CEO and Ken Hicks Executive Chairman | Achieved target | •Successfully led the organization through the executive leadership transitions. •Under their leadership, the Company: ◦Returned over $330 million to shareholders through share repurchases, debt pay downs, and dividends while ending the year with more cash than the prior year. ◦Generated $536 million of cash from operating activities; deployed approximately $200 million primarily on growth initiatives. ◦Successfully opened 14 new stores and accomplished 19 store refreshes. Identified and filled the pipeline for new locations for 2024 and 2025 while balancing existing and new markets to support our long-range strategic goals. ◦Managed the Company’s inventory level while delivering a significant increase to in-stock percentage over 2022 while ending the year under inventory plan. ◦Progressed our new warehouse management system implementation and customer database platform. ◦Reduced key team member turnover while developing a more diverse talent pipeline to drive our long-range growth strategies. |

  47. 2023 Executive Bonus Plan Individual Performance Results

    | Name & Position | 2023 Individual Performance Attainment | 2023 Individual Performance Achievements | | Sam Johnson President | Achieved target | •Successfully oversaw opening of 14 new stores and 19 store refreshes. Identified and filled the pipeline for new locations for 2024 and 2025 while balancing existing and new markets to support our long-range strategic goals. •Achieved the highest average annual customer service scores in Company history through improvement in service and sales training and leadership development initiatives. •Reduced key team member turnover while developing a more diverse talent pipeline to drive our new store growth strategy. •Progressed our new warehouse management system implementation. | | Carl Ford EVP, CFO | Achieved target | •Returned over $330 million to shareholders through share repurchases, debt pay downs, and dividends while ending the year with more cash than prior year. •Generated $536 million of cash from operating activities; deployed approximately $200 million primarily on growth initiatives. •Achieved a higher EBITDA flow-through on upward sales flex and ended the year below the adjusted operating expense dollar budget. | | Matt McCabe EVP, CMO | Achieved target | •Managed the Company’s inventory level while delivering a significant increase to in-stock percentage over 2022 while ending the year under inventory plan. •Drove differentiation through scaling up new and trending brands while adding new partnerships to drive traffic and brand recognition. •Executed leadership succession transitions within the merchant and planning organizations through 100% internal promotions while strengthening the external entry level pipeline to provide new leadership talent to backfill positions. | | Bill Ennis EVP, CAO | Achieved target | •Instrumental in the successful executive leadership transitions. •Improved and helped drive enhanced service and sales training and leadership development initiatives in our store division facilitating the achievement of the highest average annual customer service scores in Company history. •Reduced key team member turnover while developing a more diverse talent pipeline to drive our long-range growth strategies. |

  48. 2023 Non-Executive Bonus Plan Individual Performance Results

    2023 Non-Executive Bonus Plan Individual Performance Results The following table summarizes the 2023 Non-Executive Bonus Plan performance results for Messrs. McCabe and Ford:

  49. 2023 Non-Executive Bonus Plan Individual Performance Results

    | Carl Ford | | | Level of Achievement | | | | | | Metrics | | Threshold | Target | Maximum | Achievement | | | Adj. EBIT* (weighted 45%) | Goal (in millions) | $748.0 | $880.0 | $1,012.0 | $735.1 | | | | Goal as % of Target (%) | 85.0 | 100.0 | 115.0 | 83.5 | | | | Payout as % of Target (%) | 50.0 | 100.0 | 200.0 | 0.0 | | | Net Sales (weighted 45%) | Goal (in billions) | $6.30 | $6.78 | $7.11 | $6.16 | | | | Goal as % of Target (%) | 93.0 | 100.0 | 105.0 | 90.9 | | | | Payout as % of Target (%) | 50.0 | 100.0 | 200.0 | 0.0 | | | Individual Performance (weighted 10%) | Goal as % of Target (%) | 0.0 | 100.0 | 200.0 | Achieved target(1) |

  50. 2023 Non-Executive Bonus Plan Individual Performance Results

    1.Mr. Ford’s 2023 Non-Executive Bonus Plan individual performance goals and 2023 Executive Bonus Plan individual performance goals were the same. See detail above.

  51. 2023 Non-Executive Bonus Plan Individual Performance Results

    | Matt McCabe | | | Level of Achievement | | | | | | Metrics | | Threshold | Target | Maximum | Achievement | | | Company Merchant Net Sales** (weighted 50%) | Goal (in Billions) | $6.12 | $6.80 | $7.48 | $6.13 | | | | Goal as % of Target (%) | 90.0 | 100.0 | 110.0 | 90.2 | | | | Payout as % of Target (%) | 0.0 | 100.0 | 200.0 | 1.6 | | | Company Merchant Gross Margin $** (weighted 30%) | Goal (in Billions) | $2.61 | $2.90 | $3.19 | $2.61 | | | | Goal as % of Target (%) | 90.0 | 100.0 | 110.0 | 90.2 | | | | Payout as % of Target (%) | 0.0 | 100.0 | 250.0 | 2.0 | | | Adj. EBIT* (weighted 20%) | Goal (in millions) | $748.0 | $880.0 | $1,012.0 | $735.1 | | | | Goal as % of Target (%) | 85.0 | 100.0 | 115.0 | 83.5 | | | | Payout as % of Target (%) | 50.0 | 100.0 | 200.0 | 0.0 |

  52. 2023 Non-Executive Bonus Plan Individual Performance Results

    *Adj. EBIT is a non-GAAP financial measure. See “Annex A - Reconciliations of GAAP to Non-GAAP Financial Measures” below for reconciliations of non-GAAP financial measures used in this Proxy Statement to their most directly comparable GAAP financial measures. **The “Company Merchant Net Sales” metric reflects all retail net sales attributable to sellable merchandise, but excludes non-merchandise sales such as gift cards, hunting/fishing licenses, uniforms, and services. The “Company Merchant Gross Margin $” metric is Company Merchant Net Sales less merchandise cost of goods sold (calculated based on an items’ initial cost excluding such items as freight and duty, but including shrink adjustments at cost, and including any vendor allowances collected). The “Company Merchant Gross Margin $” metric also has a payout modifier based on aged inventory dollars to goal. Such modifier may increase the payout for this metric by up to 25% (based on a 30% reduction in aged inventory $ to goal) or reduce the payout by up to 100% (with a 30% overage in aged inventory to goal) eliminating the payout entirely. This modifier attainment is reflected in the Threshold and Maximum “Payout as % of Target (%)” percentages as well as in the overall Achievement percentage. For Mr. McCabe’s overall Achievement percentage under the “Company Merchant Gross Margin $” metric, he achieved a 12.7% reduction in aged inventory which resulted in a 10% increase in payout, or approximately 18 bps added to the “Payout as % of Target (%)”.

  53. 2023 Bonuses Earned

    2023 Bonuses Earned The following table summarizes the 2023 bonuses earned under the 2023 Executive Bonus Plan and the 2023 Non-Executive Bonus Plan (for Messrs. McCabe and Ford) based on actual performance, as compared to the target opportunity, for each of our NEOs:

  54. 2023 Bonuses Earned

    | Name | 2023 Base Salary ($)(1) | Target Bonus (%)(1) | Target Bonus Amount ($) | % of Target Bonus Earned for Achievement of Company Performance Metrics (%) | % of Target Bonus Earned for Achievement of Individual Performance Metric (%) | Overall Achievement Factor of Target Bonus (%)(2) | Final Bonus Payment ($)(3) | | Steve Lawrence | 934,356 | 156.8 | 1,488,882 | 0.0 | 10.0 | 10.0 | 148,888 | | Ken Hicks | 832,615 | 138.2 | 1,199,717 | 0.0 | 10.0 | 10.0 | 119,972 | | Sam Johnson | 825,000 | 125.0 | 1,031,250 | 0.0 | 10.0 | 10.0 | 103,125 | | Carl Ford | 500,000 | 90.8 | 454,167 | 0.0 | 10.0 | 10.0 | 45,417 | | Matt McCabe | 500,000 | 90.8 | 454,167 | 0.3 | 7.7 | 8.0 | 36,454 | | Bill Ennis | 550,000 | 75.0 | 412,500 | 0.0 | 10.0 | 10.0 | 41,250 | | Michael Mullican(4) | — | — | — | — | — | — | — |

  55. 2023 Bonuses Earned

    1.Base Salary ($) and Target Bonus (%) were prorated for Messrs. Lawrence, Hicks, Johnson, Ford and McCabe per the terms of their amended employment agreements in connection with their respective role transitions for 2023. Mr. Ennis’s 2023 Target Bonus % was not adjusted in light of his promotion per the terms of his employment agreement which requires using the 2023 Executive Bonus Plan rules, since his promotion was after the 2023 Executive Bonus Plan proration cutoff of December 1, 2023. During 2023, our NEOs had the following target bonus percentage (of base salary) changes due to their promotions or transition: a.Mr. Lawrence’s increased from 120% to 175% due to his promotion to CEO in June 2023. b.Mr. Hicks’s decreased from 175% to 120% due to his transition to Executive Chairman in June 2023. c.Mr. Johnson’s increased from 120% to 140% due to his promotion to President in October 2023. d.Mr. Ennis’s increased from 75% to 120% due to his promotion to EVP, CAO in January 2024. e.Messrs. McCabe’s and Ford’s increased from 50% to 120% due to their promotions to EVP, CMO in June 2023 and EVP, CFO in July 2023, respectively. They also moved from the 2023 Non-Executive Bonus Plan to the 2023 Executive Bonus Plan at time of their respective promotions. 2.Overall Achievement Factor of Target Bonus is the sum of the % of Target Bonus Earned for Achievement of Company Performance Metrics plus % of Target Bonus Earned for Achievement of Individual Performance Metric. 3.Bonus payments under the Bonus Plan were calculated by multiplying the NEO’s “2023 Base Salary ($)” by their “Target Bonus (%)”, which was then adjusted by an overall achievement factor of target bonus based on the combined weighted achievement of the Company and individual performance metrics. The following summarizes the amounts earned by Messrs. McCabe and Ford under the Executive Bonus Plan and Non-Executive Bonus Plan: a.Mr. McCabe earned $1,454 under the Non-Executive Bonus Plan and $35,000 under the Executive Bonus Plan for a total of $36,454. b.Mr. Ford earned $10,417 under the Non-Executive Bonus Plan and $35,000 under the Executive Bonus Plan for a total of $45,417. 4.Mr. Mullican voluntarily terminated his employment in November 2023 prior to the end of the fiscal year and was not eligible for a 2023 Executive Bonus Plan payment.

  56. Long-Term Equity Incentive Compensation

    Long-Term Equity Incentive Compensation

  57. 2023 Equity Incentive Awards

    2023 Equity Incentive Awards The Committee grants equity incentive awards of performance-based RSUs, Options and time-based RSUs to our NEOs annually as part of the overall compensation package. The Committee may also grant equity awards to address special situations that may arise from time to time. The use of long-term equity incentives creates a link between executive compensation and our long-term performance and growth, thereby creating alignment between executive officer and stockholder interests. The Committee considers market data and compensation peer practices, as well as the Company’s compensation strategy and place in the business cycle, to determine the appropriate mix of awards for participants. The Committee, in consultation with FW Cook, and after review of market practices adopted a new equity award program in 2023 for our NEOs which consists of the following: •50% of the target grant value is in performance-based RSUs that may be earned at 0% to 200% of target based on achievement of two performance metrics, Adjusted Pre-Tax Net Income (weighted approximately 75%) and ROIC (weighted approximately 25%), each measured over a 3-year performance period covering fiscal 2023 - fiscal 2025. These metrics were selected by the Committee because of their alignment to our long-range strategic plans and long-term shareholder interests. If the metric achievement is 115% or higher of the target metric goal, then 200% of the shares granted for the metric will be earned. If the metric achievement is 85% of the target metric goal, then 50% of the granted shares will be earned. If the metric achievement is between 115% and 85%, then we use linear interpolation to determine the number of shares earned. Shares earned are rounded down to the nearest whole share. No shares are earned for performance below 85% of the target metric. •25% of the target grant value is in time-based Options that vest ratably over three years subject to continued service. •25% of the target grant value is in time-based RSUs that vest ratably over three years subject to continued service. •In 2023, the Committee added retirement vesting terms to all NEOs’ 2023 equity awards. As defined in the 2023 equity award agreements, “Retirement” refers to a NEO’s voluntary termination of continuous service to the Company after the NEO has achieved all of the following: (i) attained age 55; (ii) completed at least five years of continuous service to the Company; and (iii) the total of the NEO’s full years of age and the full years of continuous service to the Company is at least 70 years. In such event of a termination of continuous service, unvested equity awards will continue to vest as follows: ◦Time-based Options and RSUs: Any unvested Options and RSUs remain outstanding and eligible to vest on each applicable vesting date as if the NEO had remained in continuous service to the Company. The vesting of Options and RSUs is not accelerated. ◦Performance-based RSUs: Any unvested performance-based RSUs remain outstanding and a prorated number of shares, based on the NEO’s Retirement date, are eligible to be earned and vest if the Company achieves, at minimum, the threshold goal result for the performance metric(s) on the applicable vesting date as if the NEO had remained in continuous service. The earning and vesting of the performance-RSUs is not accelerated. The only NEO who was “Retirement” eligible in 2023 was Mr. Hicks. •In 2023, the Committee also added limited vesting acceleration to all NEOs’ 2023 performance-based RSUs in connection with a death or disability termination. Upon a termination due to death or disability, a pro-rata portion of the NEO’s performance-based RSUs will immediately vest equal to the target number of RSUs granted multiplied by a fraction with a numerator equal to, the higher of, either twelve months or the number of full months completed during the 36-month performance period and a denominator equal to the 36-month performance period. This mix of equity awards, metrics, and terms were selected by the Committee to align an appropriate level of performance-based variable pay with incentive opportunities, while being market competitive and in alignment with stockholder interests. On March 21, 2023, the Company granted the following Options with an exercise price of $64.67, reflecting the closing price on the date of grant, and the following performance-based and time-based RSUs to our NEOs:

  58. 2023 Equity Incentive Awards

    | NEO | # of Options | $ Value of Options(2) | Target # of Performance-Based RSUs | $ Value of Performance Based RSUs(2) | # of Time-Based RSUs | $ Value of Time-Based RSUs(2) | | Steve Lawrence | 12,529 | 374,993 | 11,597 | 749,978 | 5,798 | 374,957 | | Ken Hicks | 62,646 | 1,874,995 | 57,986 | 3,749,955 | 28,993 | 1,874,977 | | Sam Johnson | 12,529 | 374,993 | 11,597 | 749,978 | 5,798 | 374,957 | | Carl Ford(1) | — | — | — | — | 3,865 | 249,950 | | Matt McCabe(1) | — | — | — | — | 3,865 | 249,950 | | Bill Ennis | 7,517 | 224,984 | 6,958 | 449,974 | 3,479 | 224,987 | | Michael Mullican | 12,529 | 374,993 | 11,597 | 749,978 | 5,798 | 374,957 |

  59. 2023 Equity Incentive Awards

    1.Messrs. McCabe’s and Ford’s annual grants were granted as part of the non-executive officer team equity program, under which 100% of the annual equity award was granted in the form of time-based RSUs with three (3) year annual ratable vesting from the grant date. 2.The amounts reported in these columns represent the grant date fair value of the Options, time-based RSUs, and performance-based RSUs granted to each of the NEOs in 2023, computed in accordance with FASB Accounting Standards Codification Topic 718. The valuation assumptions used in determining such amounts are described in Note 9, Share-Based Compensation to our audited consolidated financial statements incorporated by reference in this Proxy Statement. The grant date fair value of the performance-based RSUs, is based upon the probable outcome of the performance conditions at the date of grant and assumes the “target” level of performance is achieved.

  60. 2023 Special Equity Incentive Awards

    2023 Special Equity Incentive Awards During 2023, the Company executed its senior leadership succession plan, and in connection with this process made equity incentive awards to align the executives’ total incentive opportunity with their new roles. In addition, Mr. Ennis in his role of SVP, CHRO received an additional equity award to recognize his significant contribution to this important process. In determining the appropriate size of such awards, the Committee, in consultation with FW Cook, examined internal and external benchmarks and developed market-competitive equity awards in alignment with our compensation philosophy and business strategy. The Company granted the following additional Options, performance-based RSUs, and time-based RSUs to our NEOs. Except as set forth in the notes to the table below, approximately 50% of the targeted award value for each such award was delivered in the form of performance-based RSUs, approximately 25% in time-based Options (with the exercise price equal to the closing price per share on the date of grant) and approximately 25% in time-based RSUs. Such awards were subject to the same vesting and, with respect to the performance-based RSUs, performance conditions described above for the annual 2023 awards.

  61. 2023 Special Equity Incentive Awards

    | NEO | # of Options | $ Value of Options(7) | Target # of Performance-Based RSUs | $ Value of Performance Based RSUs(7) | # of Time-Based RSUs | $ Value of Time-Based RSUs(7) | | Steve Lawrence(1) | 60,192 | 1,499,985 | 59,500 | 2,999,990 | 29,750 | 1,499,995 | | Sam Johnson(2) | 14,858 | 374,986 | 14,113 | 749,937 | 7,056 | 374,941 | | Carl Ford(3) | 9,838 | 249,984 | 9,727 | 499,968 | 4,863 | 249,958 | | Matt McCabe(4) | 9,838 | 249,984 | 9,727 | 499,968 | 4,863 | 249,958 | | Bill Ennis(5) | — | — | — | — | 9,672 | 549,981 | | Michael Mullican(6) | 30,096 | 749,992 | 29,750 | 1,499,995 | 14,875 | 749,998 |

  62. 2023 Special Equity Incentive Awards

    1.With Mr. Lawrence’s promotion to CEO in June 2023, he received an equity incentive award on June 9, 2023. 2.Mr. Johnson received two additional equity awards in 2023 as described below: i.For assuming additional responsibilities with the leadership transitions in June 2023, he received an equity incentive award on June 9, 2023. ii.With Mr. Johnson’s promotion to President in October 2023, he received an equity incentive award on December 5, 2023. 3.With Mr. Ford’s promotion to EVP, CFO in July 2023, he received an equity incentive award on September 6, 2023. 4. With Mr. McCabe’s promotion to EVP, CMO in June 2023, he received an equity incentive award on September 6, 2023. 5. Mr. Ennis received two additional equity awards in 2023 as described below. i.In recognition for his role in the leadership transitions and to increase the retentive value of his long term incentive awards, Mr. Ennis received an equity incentive award on June 9, 2023 with a grant date value of $249,982. 100% of such award was delivered in the form of time-based RSUs that vest annually over three years from the date of grant, subject to continued service through the applicable vesting date. ii.With Mr. Ennis’s promotion to EVP, CAO in January 2024, he received an equity incentive award on January 16, 2024 with a grant date value of $299,999. 100% of such award was delivered in the form of time-based RSUs that vest annually over three years from the date of grant, subject to continued service through the applicable vesting date. 6. With Mr. Mullican’s promotion to President, he received an equity incentive award on June 9, 2023. 7. The amounts reported in these columns represent the grant date fair value of the Options, time-based RSUs, and performance-based RSUs granted to each of the NEOs in 2023, computed in accordance with FASB Accounting Standards Codification Topic 718. The valuation assumptions used in determining such amounts are described in Note 9, Share-Based Compensation to our audited consolidated financial statements incorporated by reference in this Proxy Statement. The grant date fair value of the performance-based RSUs, is based upon the probable outcome of the performance conditions at the date of grant and assumes the “target” level of performance is achieved.

  63. Looking Ahead - Changes Impacting the 2024 Long-Term Equity Incentive Plan and 2024 Annual Incentive Awards

    Looking Ahead - Changes Impacting the 2024 Long-Term Equity Incentive Plan and 2024 Annual Incentive Awards For 2024, the Committee modified the equity award program for our NEOs to eliminate Options. Instead, 50% of the target award value was granted in the form of performance-based RSUs generally subject to the same performance metrics that applied to the 2023 grants and 50% of the target award value was granted in the form of time-based RSUs that vest annually over three years from the date of grant subject to continued service. On March 26, 2024, the Company granted the NEO’s annual equity target awards consisting of performance-based and time-based RSUs using the new 2024 equity award structure described above. Mr. Hicks did not receive a 2024 annual executive equity incentive award in light of his change in positions with the Company.

  64. Role of the Committee

    Role of the Committee The Committee is comprised solely of independent non-employee directors. The Committee’s primary responsibilities are to determine the compensation of our CEO and other executive officers, evaluate our CEO’s performance, and administer our executive officer compensation and benefit programs. The Committee’s charter is described earlier in this Proxy Statement and available in the corporate governance section of our investor relations website at investors.academy.com. When selecting and setting the amount of each compensation element, the Committee generally considers the following factors: •our performance against the financial and operational objectives established by the Committee; •each individual executive officer’s skills, experience, and qualifications relative to other similarly-situated executive officers at the companies in our compensation peer group; •the scope of each executive officer’s role compared to other similarly situated executive officers at the companies in our compensation peer group; •the performance of each individual executive officer, based on a subjective assessment of their contributions to our overall performance, ability to lead their business unit or function, and work as part of a team, all in furtherance of our core values; •internal pay equity among our executive officers, including the NEOs (other than our CEO); •our performance relative to our compensation peer group; and •the compensation practices of our compensation peer group and how each executive officer’s target compensation compares to a ranking of similar positions in our compensation peer group. In determining the amount of long-term equity incentive compensation for our executive officers as part of its annual compensation review, the Committee also considers the accounting impact of the proposed awards on our earnings and the proportion of our total shares outstanding used for annual employee long-term equity incentive compensation awards, or burn rate, in relation to the median proportions of the companies in the retail sector benchmarks. These factors provide the framework for compensation decision-making and final decisions regarding the compensation opportunity for each executive officer. No single factor is determinative in setting pay levels, nor is the impact of any factor on the determination of pay levels quantifiable. The Committee retains significant authority to adjust the compensation levels of our executive officers based on the foregoing, as well as other factors that it may deem appropriate to achieve our overall compensation goals.

  65. Role of Compensation Consultant

    Role of Compensation Consultant Pursuant to its charter, the Committee has the authority to retain the services of external advisors, including compensation consultants, legal counsel, and other advisors, to assist in the performance of its responsibilities. For 2023, the Committee retained an independent nationally recognized executive compensation consultant, FW Cook. FW Cook performs no work for management and reports directly to the Committee. The Committee assessed the independence of FW Cook based on standards promulgated by the SEC and concluded that no conflicts of interest exist that would prevent FW Cook from serving as an independent consultant to the Committee. For 2023, the Committee utilized FW Cook for general input and guidance on components of our executive officer compensation program. FW Cook also advised the Committee with respect to developing a compensation benchmarking peer group and market data for base salary, annual bonus, long-term equity compensation, and perquisites for similarly situated executive officers in the Company’s compensation peer group. FW Cook also advised the Committee on general executive compensation program elements and design.

  66. How We Determine and Use our Compensation Peer Group

    How We Determine and Use our Compensation Peer Group For purposes of comparing our executive compensation against the competitive market, the Committee reviews and considers the compensation levels and practices of a group of comparable retail companies. In December 2022, the Committee, with the input of data and analysis from FW Cook developed and approved the compensation peer group immediately below which we used in 2023 for purposes of understanding the competitive market (“2023 Peer Group”):

  67. How We Determine and Use our Compensation Peer Group

    | •American Eagle | •Carter’s | •Foot Locker | •Signet Jewelers | •Urban Outfitters | | •Bath & Body Works | •Designer Brands | •Hibbett | •The Gap | •Williams-Sonoma | | •Burlington Stores | •DICK’s Sporting Goods | •Ross Stores | •Tractor Supply Company | | | •Caleres | •Five Below | •Sally Beauty Holdings | •Ulta Beauty | |

  68. How We Determine and Use our Compensation Peer Group

    The companies in the 2023 Peer Group were selected using the following criteria: •Appropriate revenue size; •Companies primarily in the retail business; •Similar business model and/or products; and •Companies that compete with us for executive talent. Based on the criteria established for inclusion, the Committee determined to remove AutoZone, Big Lots, and GameStop, while adding American Eagle, Bath & Body Works, Caleres, Five Below, Hibbett and Ross Stores to the 2023 Peer Group. The 2023 Peer Group was used by the Committee during 2023 as a reference for understanding the compensation practices of companies in our sector. To analyze the compensation practices of the companies in our 2023 Peer Group, FW Cook gathered data for the peer group companies from public filings (primarily proxy statements). This market data was then used as a reference point for the Committee to assess our current compensation levels in the course of its deliberations on compensation forms and amounts.

  69. Employment Agreements

    Employment Agreements We have entered into employment agreements with each of our NEOs and all of our other executive officers to help retain these executive officers who are key to the future success of the Company. For additional information regarding our NEO employment agreements in effect during 2023, see “Employment Agreements with NEOs.”

  70. Summary Compensation Table

    Summary Compensation Table The following table summarizes the compensation of our NEOs for 2023, 2022, and 2021. Messrs. Ford, McCabe, and Ennis were not NEOs for fiscal 2022 or fiscal 2021.

  71. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Steve Lawrence CEO | 2023 | 949,100 | 5,624,921 | 1,874,978 | 148,888 | 29,513 | 8,627,400 | | | 2022 | 772,346 | 332,984 | 666,991 | 760,772 | 23,406 | 2,556,499 | | | 2021 | 748,615 | 1,329,948 | 669,997 | 1,804,800 | 22,504 | 4,575,864 | | Ken Hicks Executive Chairman, and former CEO | 2023 | 848,846 | 5,624,931 | 1,874,995 | 119,972 | 648,338 | 9,117,082 | | | 2022 | 1,100,000 | 2,497,479 | 5,002,491 | 1,574,715 | 1,183,119 | 11,357,804 | | | 2021 | 1,100,000 | 1,649,980 | 3,349,049 | 3,850,000 | 1,535,264 | 11,484,293 | | Sam Johnson President | 2023 | 728,473 | 2,249,813 | 749,979 | 103,125 | 29,345 | 3,860,735 | | | 2022 | 592,981 | 332,984 | 666,991 | 584,076 | 25,381 | 2,202,413 | | | 2021 | 544,765 | 1,296,966 | 602,989 | 1,386,000 | 24,565 | 3,855,285 | | Carl Ford EVP, CFO | 2023 | 447,014 | 999,875 | 249,984 | 45,417 | 21,413 | 1,763,703 | | Matt McCabe EVP, CMO | 2023 | 437,442 | 999,875 | 249,984 | 36,454 | 20,374 | 1,744,129 | | Bill Ennis EVP, CAO | 2023 | 489,443 | 1,224,942 | 224,984 | 41,250 | 27,900 | 2,008,519 | | Michael Mullican Former CFO and President | 2023 | 627,700 | 3,374,928 | 1,124,985 | — | 16,899 | 5,144,512 | | | 2022 | 692,692 | 332,984 | 666,991 | 682,240 | 25,392 | 2,400,299 | | | 2021 | 606,219 | 1,329,948 | 669,997 | 1,620,000 | 24,971 | 4,251,135 |

  72. Summary Compensation Table

    1.The amounts reported in this column represent the NEO’s base salary earned during the specified fiscal year and reflect the mid-year adjustments for 2023. 2.The amounts reported in this column represent the grant date fair value of the RSUs granted to each of the NEOs in the specified fiscal year, computed in accordance with FASB Accounting Standards Codification Topic 718. The grant date fair value of the performance-based RSUs granted in 2023 is based upon the probable outcome of the performance conditions at the date of grant and assumes the “target” level of performance is achieved. If the highest level of performance condition for the awards were achieved (200%), the aggregate grant date value of such for each of the NEOs would be as follows: Mr. Lawrence $7,499,936, Mr. Hicks $7,499,910, Mr. Johnson $2,999,830, Messrs. Ford and McCabe $999,936 each, Mr. Ennis $899,948, and Mr. Mullican $4,499,946. The valuation assumptions used in determining such amounts are described in Note 9, Share-Based Compensation to our audited consolidated financial statements included in our Annual Report for 2023. 3.The amounts reported in this column represent the grant date fair value of the Options granted to each of the NEOs in the specified fiscal year, computed using a Black-Scholes option-pricing model in accordance with FASB Accounting Standards Codification Topic 718. The valuation assumptions used in determining such amounts are described in Note 9, Share-Based Compensation to our audited consolidated financial statements included in our Annual Report for 2023. 4.The amounts reported in this column represent the annual incentive bonus amounts earned by each NEO pursuant to the Company’s applicable annual cash bonus plan and/or their employment agreement for each fiscal year. 5.For a description of our perquisites, see “Other Compensation - Perquisites and Other Benefits” in the Compensation Discussion and Analysis. The table below summarizes the items included in the “All Other Compensation” for each NEO for 2023:

  73. Summary Compensation Table

    | Name | Financial Planning Services ($) | Executive Physical ($) | Perquisites Pursuant to Employment Agreement ($) | 401(k) Plan Employer Matching Contribution ($) | Total All Other Compensation ($) | | Steve Lawrence | 5,000 | 2,000 | — | 22,513 | 29,513 | | Ken Hicks | 5,000 | 2,000 | 623,500* | 17,838 | 648,338 | | Sam Johnson | 5,000 | 2,000 | — | 22,345 | 29,345 | | Carl Ford | — | — | — | 21,413 | 21,413 | | Matt McCabe | — | 2,000 | — | 18,374 | 20,374 | | Bill Ennis | 5,000 | 2,000 | — | 20,900 | 27,900 | | Michael Mullican | — | 1,913 | — | 14,986 | 16,899 |

  74. Summary Compensation Table

    (*) This amount includes: i.$19,853 for monthly rent and utilities costs (including electric, gas, water, alarm, cable, housekeeping and internet but excluding meals and laundry) for a furnished rental apartment in the Katy, Texas area, as well as a $25,350 tax-gross up on these amounts per Mr. Hicks’s employment agreement; ii.$5,105 for use of a Company-owned vehicle when in Katy, Texas and all maintenance and insurance costs with respect to such vehicle (calculated as described below), as well as a $6,518 tax gross-up on the cost of the Company vehicle usage; and iii.$539,567 for expenses incurred in connection with periodic travel from work in Katy, Texas to his residence in California (including jet card payments for private air travel, cost of meals on the flights and for transportation to and from airports), as well as $27,107 tax-gross up on the cost of flights and transportation to and from his flights to his home. We calculated the incremental cost to us for Mr. Hicks’s personal use of a Company vehicle (including commuting and business travel not considered directly and integrally related to the performance of his duties) based on the depreciation expense, cost of insurance, and operating costs, such as fuel and maintenance, related to such travel. The incremental costs of personal trips using other ground transportation arrangements, such as vehicle services, are valued at the actual cost to us. As noted above, these perquisites were all discontinued on July 2, 2023, in connection with Mr. Hicks’s transition to the Executive Chairman role.

  75. Grants of Plan Based Awards in 2023

    Grants of Plan Based Awards in 2023 The following table provides information with regard to 2023 grants to the NEOs under any incentive plan during 2023. For additional information regarding non-equity incentive plan awards, please see “2023 Executive Team Bonus Plan.” For additional information regarding equity incentive plan awards, please see “Long-Term Equity Incentive Compensation.”

  76. Grants of Plan Based Awards in 2023

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/share) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | Name | Award Type(2) | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Steve Lawrence | Annual Bonus | — | 744,441 | 1,488,882 | 2,977,764 | — | — | — | — | — | — | — | | | Performance RSUs | 3/21/2023 | — | — | — | 5,798 | 11,597 | 23,194 | — | — | — | 749,978 | | | Options | 3/21/2023 | — | — | — | — | — | — | — | 12,529 | 64.67 | 374,993 | | | Time RSUs | 3/21/2023 | — | — | — | — | — | — | 5,798 | — | — | 374,957 | | | Performance RSUs | 6/9/2023 | — | — | — | 29,750 | 59,500 | 119,000 | — | — | — | 2,999,990 | | | Options | 6/9/2023 | — | — | — | — | — | — | — | 60,192 | 50.42 | 1,499,985 | | | Time RSUs | 6/9/2023 | — | — | — | — | — | — | 29,750 | — | — | 1,499,995 | | Ken Hicks | Annual Bonus | — | 599,859 | 1,199,717 | 2,399,434 | — | — | — | — | — | — | — | | | Performance RSUs | 3/21/2023 | — | — | — | 28,993 | 57,986 | 115,972 | — | — | — | 3,749,955 | | | Options | 3/21/2023 | — | — | — | — | — | — | — | 62,646 | 64.67 | 1,874,995 | | | Time RSUs | 3/21/2023 | — | — | — | — | — | — | 28,993 | — | — | 1,874,977 | | Sam Johnson | Annual Bonus | — | 515,625 | 1,031,250 | 2,062,500 | — | — | — | — | — | — | — | | | Performance RSUs | 3/21/2023 | — | — | — | 5,798 | 11,597 | 23,194 | — | — | — | 749,978 | | | Options | 3/21/2023 | — | — | — | — | — | — | — | 12,529 | 64.67 | 374,993 | | | Time RSUs | 3/21/2023 | — | — | — | — | — | — | 5,798 | — | — | 374,957 | | | Performance RSUs | 6/9/2023 | — | — | — | 2,479 | 4,958 | 9,916 | — | — | — | 249,982 | | | Options | 6/9/2023 | — | — | — | — | — | — | — | 5,016 | 50.42 | 124,999 | | | Time RSUs | 6/9/2023 | — | — | — | — | — | — | 2,479 | — | — | 124,991 | | | Performance RSUs | 12/5/2023 | — | — | — | 4,577 | 9,155 | 18,310 | — | — | — | 499,955 | | | Options | 12/5/2023 | — | — | — | — | — | — | — | 9,842 | 54.61 | 249,987 | | | Time RSUs | 12/5/2023 | — | — | — | — | — | — | 4,577 | — | — | 249,950 |

  77. Grants of Plan Based Awards in 2023

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/share) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | Name | Award Type(2) | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Carl Ford | Annual Bonus | — | 175,000 | 350,000 | 700,000 | — | — | — | — | — | — | — | | | Annual Bonus: Non-Executive | — | 52,084 | 104,167 | 208,334 | — | — | — | — | — | — | — | | | Time RSUs | 3/21/2023 | — | — | — | — | — | — | 3,865 | — | — | 249,950 | | | Performance RSUs | 9/6/2023 | — | — | — | 4,863 | 9,727 | 19,454 | — | — | — | 499,968 | | | Options | 9/6/2023 | — | — | — | — | — | — | — | 9,838 | 51.40 | 249,984 | | | Time RSUs | 9/6/2023 | — | — | — | — | — | — | 4,863 | — | — | 249,958 | | Matt McCabe | Annual Bonus | — | 175,000 | 350,000 | 700,000 | — | — | — | — | — | — | — | | | Annual Bonus: Non-Executive | — | 52,084 | 104,167 | 223,959 | — | — | — | — | — | — | — | | | Time RSUs | 3/21/2023 | — | — | — | — | — | — | 3,865 | — | — | 249,950 | | | Performance RSUs | 9/6/2023 | — | — | — | 4,863 | 9,727 | 19,454 | — | — | — | 499,968 | | | Options | 9/6/2023 | — | — | — | — | — | — | — | 9,838 | 51.40 | 249,984 | | | Time RSUs | 9/6/2023 | — | — | — | — | — | — | 4,863 | — | — | 249,958 | | Bill Ennis | Annual Bonus | — | 206,250 | 412,500 | 825,000 | — | — | — | — | — | — | — | | | Performance RSUs | 3/21/2023 | — | — | — | 3,479 | 6,958 | 13,916 | — | — | — | 449,974 | | | Options | 3/21/2023 | — | — | — | — | — | — | — | 7,517 | 64.67 | 224,984 | | | Time RSUs | 3/21/2023 | — | — | — | — | — | — | 3,479 | — | — | 224,987 | | | Time RSUs | 6/9/2023 | — | — | — | — | — | — | 4,958 | — | — | 249,982 | | | Time RSUs | 1/16/2024 | — | — | — | — | — | — | 4,714 | — | — | 299,999 |

  78. Grants of Plan Based Awards in 2023

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/share) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | Name | Award Type(2) | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Michael Mullican | Annual Bonus | — | 529,063 | 1,058,125 | 2,116,250 | — | — | — | — | — | — | — | | | Performance RSUs | 3/21/2023 | — | — | — | 5,798 | 11,597 | 23,194 | — | — | — | 749,978 | | | Options | 3/21/2023 | — | — | — | — | — | — | — | 12,529 | 64.67 | 374,993 | | | Time RSUs | 3/21/2023 | — | — | — | — | — | — | 5,798 | — | — | 374,957 | | | Performance RSUs | 6/9/2023 | — | — | — | 14,875 | 29,750 | 59,500 | — | — | — | 1,499,995 | | | Options | 6/9/2023 | — | — | — | — | — | — | — | 30,096 | 50.42 | 749,992 | | | Time RSUs | 6/9/2023 | — | — | — | — | — | — | 14,875 | — | — | 749,998 |

  79. Grants of Plan Based Awards in 2023

    1.Amounts in the “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” column relate to amounts payable to each NEO with respect to 2023 under the Executive Bonus Plan (and for Mr. Ford and Mr. McCabe, the Non-Executive Bonus Plan) at threshold, target and maximum levels of performance, in each case calculated by multiplying each NEO’s fiscal year end base salary level by the applicable percentage at which the bonus would pay out based on the combined weighted achievement of the Company and individual performance metrics at each such level. The actual amounts paid to our NEOs are set forth in the “Summary Compensation Table” above and the calculation of the actual amounts paid is discussed more fully in “2023 Executive Team Bonus Plan” above. 2.The vesting schedule applicable to each Option, time-based RSU, and performance-based RSU award is set forth in the “Outstanding Equity Awards at 2023 Fiscal Year End Table” table. 3.The amounts reported in this column represent the grant date fair value of the Options, time-based RSUs, and performance-based RSUs granted to each of the NEOs in 2023, computed in accordance with FASB Accounting Standards Codification Topic 718. The valuation assumptions used in determining such amounts are described in Note 9, Share-Based Compensation to our audited consolidated financial statements incorporated by reference in this Proxy Statement. The grant date fair value of the performance-based RSUs, is based upon the probable outcome of the performance conditions at the date of grant and assumes the “target” level of performance is achieved.

  80. Outstanding Equity Awards at 2023 Fiscal Year End

    Outstanding Equity Awards at 2023 Fiscal Year End The following table provides information with regard to each outstanding equity award held by the NEOs on February 3, 2024. Mr. Mullican voluntarily resigned in November 2023 and did not have any outstanding Company equity awards on February 3, 2024.

  81. Outstanding Equity Awards at 2023 Fiscal Year End

    | | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#)(1) | Number of Securities Underlying Unexercised Options Unexercisable (#)(2) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date(3) | Number of Shares of Stock that Have Not Vested (#)(4) | Market Value of Shares of Stock That Have Not Vested ($)(5) | Equity Incentive Plan Awards: Number of Unearned Shares, or Other Rights That Have Not Vested (#)(6) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, or Other Rights That Have Not Vested ($)(5) | | Steve Lawrence | 3/31/2021(7) | — | — | — | — | — | 3,057 | 197,115 | — | — | | | 3/31/2021(8) | 28,421 | 28,422 | — | 26.99 | 3/31/2031 | — | — | — | — | | | 9/10/2021(9) | — | — | — | — | — | 10,931 | 704,831 | — | — | | | 3/30/2022(10) | — | — | — | — | — | 3,981 | 256,695 | — | — | | | 3/30/2022(11) | — | — | — | — | — | — | — | 540 | 34,819 | | | 3/30/2022(8) | 10,173 | 30,522 | — | 39.17 | 3/30/2032 | — | — | — | — | | | 3/21/2023(12) | — | — | — | — | — | — | — | 11,597 | 747,775 | | | 3/21/2023(13) | — | 12,529 | — | 64.67 | 3/21/2033 | — | — | — | — | | | 3/21/2023(14) | — | — | — | — | — | 5,798 | 373,855 | — | — | | | 6/9/2023(12) | — | — | — | — | — | — | — | 59,500 | 3,836,560 | | | 6/9/2023(13) | — | 60,192 | — | 50.42 | 6/9/2033 | — | — | — | — | | | 6/9/2023(14) | — | — | — | — | — | 29,750 | 1,918,280 | — | — | | Ken Hicks | 9/16/2018 | 164,487 | — | — | 17.14 | 9/16/2028 | — | — | — | — | | | 3/7/2019 | 220,413 | — | — | 16.57 | 3/7/2029 | — | — | — | — | | | 3/7/2019 | 108,561 | — | — | 16.57 | 3/7/2029 | — | — | — | — | | | 3/5/2020 | 276,430 | — | — | 17.30 | 3/5/2030 | — | — | — | — | | | 3/31/2021(15) | — | — | — | — | — | 15,288 | 985,770 | — | — | | | 3/31/2021(16) | 203,626 | 83,846 | — | 26.99 | 3/31/2031 | — | — | — | — | | | 3/30/2022(17) | — | — | — | — | — | 29,861 | 1,925,437 | — | — | | | 3/30/2022(11) | — | — | — | — | — | — | — | 4,047 | 260,951 | | | 3/30/2022(16) | 141,350 | 167,065 | — | 39.17 | 3/30/2032 | — | — | — | — | | | 3/21/2023(12) | — | — | — | — | — | — | — | 57,986 | 3,738,937 | | | 3/21/2023(13) | — | 62,646 | — | 64.67 | 3/21/2033 | — | — | — | — | | | 3/21/2023(14) | — | — | — | — | — | 28,993 | 1,869,469 | — | — |

  82. Outstanding Equity Awards at 2023 Fiscal Year End

    | | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#)(1) | Number of Securities Underlying Unexercised Options Unexercisable (#)(2) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date(3) | Number of Shares of Stock that Have Not Vested (#)(4) | Market Value of Shares of Stock That Have Not Vested ($)(5) | Equity Incentive Plan Awards: Number of Unearned Shares, or Other Rights That Have Not Vested (#)(6) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, or Other Rights That Have Not Vested ($)(5) | | Sam Johnson | 3/31/2021(7) | — | — | — | — | — | 2,751 | 177,384 | — | — | | | 3/31/2021(8) | — | 25,580 | — | 26.99 | 3/31/2031 | — | — | — | — | | | 9/10/2021(9) | — | — | — | — | — | 10,931 | 704,831 | — | — | | | 3/30/2022(10) | — | — | — | — | — | 3,981 | 256,695 | — | — | | | 3/30/2022(11) | — | — | — | — | — | — | — | 540 | 34,819 | | | 3/30/2022(8) | 10,713 | 30,522 | — | 39.17 | 3/30/2032 | — | — | — | — | | | 3/21/2023(12) | — | — | — | — | — | — | — | 11,597 | 747,775 | | | 3/21/2023(13) | — | 12,529 | — | 64.67 | 3/21/2033 | — | — | — | — | | | 3/21/2023(14) | — | — | — | — | — | 5,798 | 373,855 | — | — | | | 6/9/2023(12) | — | — | — | — | — | — | — | 4,958 | 319,692 | | | 6/9/2023(13) | — | 5,016 | — | 50.42 | 6/9/2033 | — | — | — | — | | | 6/9/2023(14) | — | — | — | — | — | 2,479 | 159,846 | — | — | | | 12/5/2023(12) | — | — | — | — | — | — | — | 9,155 | 590,314 | | | 12/5/2023(13) | — | 9,842 | — | 54.61 | 12/5/2033 | — | — | — | — | | | 12/5/2023(14) | — | — | — | — | — | 4,577 | 295,125 | — | — | | Carl Ford | 3/31/2021(7) | — | — | — | — | — | 612 | 39,462 | — | — | | | 3/31/2021(8) | 5,684 | 5,684 | — | 26.99 | 3/31/2031 | — | — | — | — | | | 3/30/2022(10) | — | — | — | — | — | 996 | 64,222 | — | — | | | 3/30/2022(11) | — | — | — | — | — | — | — | 135 | 8,705 | | | 3/30/2022(8) | 2,543 | 7,630 | — | 39.17 | 3/30/2032 | — | — | — | — | | | 3/21/2023(14) | — | — | — | — | — | 3,865 | 249,215 | — | — | | | 9/6/2023(12) | — | — | — | — | — | — | — | 9,727 | 627,197 | | | 9/6/2023(13) | — | 9,838 | — | 51.40 | 9/6/2033 | — | — | — | — | | | 9/6/2023(14) | — | — | — | — | — | 4,863 | 313,566 | — | — |

  83. Outstanding Equity Awards at 2023 Fiscal Year End

    | | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#)(1) | Number of Securities Underlying Unexercised Options Unexercisable (#)(2) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date(3) | Number of Shares of Stock that Have Not Vested (#)(4) | Market Value of Shares of Stock That Have Not Vested ($)(5) | Equity Incentive Plan Awards: Number of Unearned Shares, or Other Rights That Have Not Vested (#)(6) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, or Other Rights That Have Not Vested ($)(5) | | Matt McCabe | 3/31/2021(7) | — | — | — | — | — | 612 | 39,462 | — | — | | | 3/31/2021(8) | 5,684 | 5,684 | — | 26.99 | 3/31/2031 | — | — | — | — | | | 3/30/2022(10) | — | — | — | — | — | 996 | 64,222 | — | — | | | 3/30/2022(11) | — | — | — | — | — | — | — | 135 | 8,705 | | | 3/30/2022(8) | 2,543 | 7,630 | — | 39.17 | 3/30/2032 | — | — | — | — | | | 4/15/2022(9) | — | — | — | — | — | 7,449 | 480,312 | — | — | | | 3/21/2023(14) | — | — | — | — | — | 3,865 | 249,215 | — | — | | | 9/6/2023(12) | — | — | — | — | — | — | — | 9,727 | 627,197 | | | 9/6/2023(13) | — | 9,838 | — | 51.40 | 9/6/2033 | — | — | — | — | | | 9/6/2023(14) | — | — | — | — | — | 4,863 | 313,566 | — | — | | Bill Ennis | 3/31/2021(7) | — | — | — | — | — | 1,834 | 118,256 | — | — | | | 3/31/2021(8) | 17,052 | 17,053 | — | 26.99 | 3/31/2031 | — | — | — | — | | | 9/10/2021(9) | — | — | — | — | — | 8,199 | 528,672 | — | — | | | 3/30/2022(10) | — | — | — | — | — | 2,388 | 153,978 | — | — | | | 3/30/2022(11) | — | — | — | — | — | — | — | 324 | 20,892 | | | 3/30/2022(8) | 6,104 | 18,313 | — | 39.17 | 3/30/2032 | — | — | — | — | | | 3/21/2023(12) | — | — | — | — | — | — | — | 6,958 | 448,652 | | | 3/21/2023(13) | — | 7,517 | — | 64.67 | 3/21/2033 | — | — | — | — | | | 3/21/2023(14) | — | — | — | — | — | 3,479 | 224,326 | — | — | | | 6/9/2023(14) | — | — | — | — | — | 4,958 | 319,692 | — | — | | | 1/16/2024(14) | — | — | — | — | — | 4,714 | 303,959 | — | — |

  84. Outstanding Equity Awards at 2023 Fiscal Year End

    1.The numbers in this column represent vested Options outstanding as of February 3, 2024. 2.The numbers in this column represent unvested Options, outstanding as of February 3, 2024. 3.The expiration date for each of the Options is the date that is ten years after the initial grant date. 4.The numbers in this column represent RSUs that are subject to time vesting conditions, including performance-based RSUs that were earned but still subject to service based vesting requirements (“Earned RSUs”) as of February 3, 2024. 5.Amounts reported are based on $64.48, which was the closing price of our common stock on February 2, 2024, the last trading day before the end of our 2023 fiscal year. 6.The numbers in this column represent RSUs that are subject to performance-based and time-based vesting conditions that were not earned as of February 3, 2024. 7.These Earned RSUs vest on each of the 2nd, 3rd, and 4th anniversaries of the start of the 2021 fiscal year, subject to the NEO’s continued service through the applicable vesting date. 8.The Options vest as follows: 25% become vested and exercisable on each anniversary of the grant date, subject to the NEO’s continued service through the applicable vesting date. 9.These time-based RSUs vest as follows: 50% become vested and exercisable on each of the second and third anniversaries of the grant date, subject to the NEO’s continued employment through the applicable vesting date. 10.Reflects 93.7% of the 2022 performance-based RSUs that became Earned RSUs and vest on each of the 2nd, 3rd, and 4th anniversaries of the start of the 2022 fiscal year. 11.Reflects outstanding performance-based RSUs that have not become Earned RSUs. If the Committee determines that the twenty (20) trading-day average fair market value of a share of common stock as of January 30, 2026 equals or exceeds a specified target share price, then these will become vested Earned RSUs upon such determination by the Committee, subject to the NEO’s continued service through the applicable vesting date. 12.Reflects 100% of the 2023 performance-based RSUs that are Unearned RSUs. Based on the achievement of the three (3) year cumulative performance metrics, the earned amount will be earned and vest upon such determination by the Committee, subject to the NEO’s continued service through the applicable vesting date. 13.These Options vest as follows: 33% become vested and exercisable on each anniversary of the grant date, subject to the NEO’s continued service through the applicable vesting date. 14.The time-based RSUs vest as follows: 33% become vested and exercisable on each anniversary of the grant date, subject to the NEO’s continued service through the applicable vesting date. 15.These Earned RSUs vest in monthly installments and will become fully vested by the 4th anniversary of the start of the 2021 fiscal year, subject to Mr. Hicks’s continued service through the applicable vesting date. 16.The Options granted to Mr. Hicks vest as follows: 1/48th of the Options become vested and exercisable on each monthly anniversary of the grant date, subject to Mr. Hicks’s continued service through the applicable vesting date. 17.Reflects 93.7% of the 2022 performance-based RSUs that became Earned RSUs and will vest in monthly installments thereafter per the terms of Mr. Hicks’s previous employment agreement in his role as Chairman, President, and CEO and will become fully vested by the 4th anniversary of the start of the 2022 fiscal year, subject to Mr. Hicks’s continued service through the applicable vesting date.

  85. Option Exercises and Stock Awards Vested

    Option Exercises and Stock Awards Vested The following table provides information on Options exercised and RSU awards that vested during the 2023 fiscal year which ended February 3, 2024.

  86. Option Exercises and Stock Awards Vested

    | | Options Awards Exercised | | Stock Awards Vested | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Steve Lawrence | — | — | 21,024 | 1,157,944 | | Ken Hicks | — | — | 46,411 | 2,650,700 | | Sam Johnson | 27,530 | 627,328 | 20,413 | 1,120,930 | | Carl Ford | — | — | 2,216 | 135,792 | | Matt McCabe | — | — | 2,216 | 135,792 | | Bill Ennis | 35,106 | 1,429,516 | 14,254 | 775,813 | | Michael Mullican | 154,145 | 4,108,578 | 15,977 | 836,918 |

  87. Option Exercises and Stock Awards Vested

    1.The value realized equals the difference between the Option exercise price and the Company’s closing stock price on the exercise date, multiplied by the number of shares to which the exercise relates. 2.The value realized equals the Company’s closing stock price on the vesting date, multiplied by the number of shares to which the vesting relates. If the vesting date was on a day which the market was not open, then the closing price for the first preceding day the market was open was used.

  88. Potential Payments Upon Qualifying Termination of Employment or Change of Control

    Potential Payments Upon Qualifying Termination of Employment or Change of Control The information below describes and estimates potential payments and benefits to which the NEOs would be entitled under existing arrangements if a qualifying termination of employment occurred on February 3, 2024, the last business day of our 2023 fiscal year, and based on the closing price of our stock of $64.48 the last trading day of our 2023 fiscal year. These benefits are in addition to benefits available generally to salaried team members. The amounts actually paid or distributed in connection with a qualifying termination of employment may differ from the estimates below. The qualifying termination events listed below are as defined in the applicable agreements. The Company does not provide for enhanced cash severance in connection with/following a change of control. Mr. Mullican is not included in the table below. In connection with his voluntary resignation in November 2023, he received no severance or termination payments and forfeited all outstanding unvested equity awards.

  89. Potential Payments Upon Qualifying Termination of Employment or Change of Control

    | | | Qualifying Termination Event | | | | | NEO | Payment Type | Retirement ($)(1) | Death or Disability ($) | Without Cause or Resignation for Good Reason ($) | Without Cause or Resignation for Good Reason Following Change of Control ($)(2) | | Steve Lawrence | Cash Severance (Salary and Bonus) | — | — | 4,565,572 | 4,565,572 | | | Pro-Rata Bonus | — | — | 760,772 | 760,772 | | | COBRA Insurance | — | — | 56,131 | 56,131 | | | Life Insurance | — | — | 444 | 444 | | | Accelerated Vesting: Options | — | 1,072,374 | — | 2,684,352 | | | Accelerated Vesting: Time Restricted Units | — | 1,468,790 | — | 2,996,966 | | | Accelerated Vesting: Performance Restricted Units | — | 1,528,112 | — | 5,038,145 | | | Total | — | 4,069,276 | 5,382,919 | 16,102,382 | | Ken Hicks | Cash Severance (Salary and Bonus) | — | — | — | — | | | Pro-Rata Bonus | — | — | — | — | | | COBRA Insurance | — | — | — | — | | | Life Insurance | — | — | — | — | | | Accelerated Vesting: Options | 4,228,415 | 2,175,954 | — | 7.371.802 | | | Accelerated Vesting: Time Restricted Units | 1,869,469 | 623,135 | — | 1.869.469 | | | Accelerated Vesting: Performance Restricted Units | 3,171,750 | 1,246,312 | — | 6,650,145 | | | Total | 9,269,634 | 4,045,401 | — | 15,891,416 |

  90. Potential Payments Upon Qualifying Termination of Employment or Change of Control

    | | | Qualifying Termination Event | | | | | NEO | Payment Type | Retirement ($)(1) | Death or Disability ($) | Without Cause or Resignation for Good Reason ($) | Without Cause or Resignation for Good Reason Following Change of Control ($)(2) | | Sam Johnson | Cash Severance (Salary and Bonus) | — | — | 3,620,076 | 3,620,076 | | | Pro-Rata Bonus | — | — | 103,125 | 103,125 | | | COBRA Insurance | — | — | 56,131 | 56,131 | | | Life Insurance | — | — | 444 | 444 | | | Accelerated Vesting: Options | — | 792,883 | — | 1,899,172 | | | Accelerated Vesting: Time Restricted Units | — | 980,999 | — | 1,533,657 | | | Accelerated Vesting: Performance Restricted Units | — | 552,594 | — | 2,091,860 | | | Total | — | 2,326,476 | 3,779,776 | 9,304,465 | | Carl Ford | Cash Severance (Salary and Bonus) | — | — | 1,458,526 | 1,458,526 | | | Pro-Rata Bonus | — | — | 45,417 | 45,417 | | | COBRA Insurance | — | — | 56,131 | 56,131 | | | Life Insurance | — | — | — | — | | | Accelerated Vesting: Options | — | 213,799 | — | 534,890 | | | Accelerated Vesting: Time Restricted Units | — | 187,572 | — | 562,781 | | | Accelerated Vesting: Performance Restricted Units | — | 209,066 | — | 730,881 | | | Total | — | 610,437 | 1,560,074 | 3,388,626 |

  91. Potential Payments Upon Qualifying Termination of Employment or Change of Control

    | | | Qualifying Termination Event | | | | | NEO | Payment Type | Retirement ($)(1) | Death or Disability ($) | Without Cause or Resignation for Good Reason ($) | Without Cause or Resignation for Good Reason Following Change of Control ($)(2) | | Matt McCabe | Cash Severance (Salary and Bonus) | — | — | 1,465,254 | 1,465,254 | | | Pro-Rata Bonus | — | — | 36,454 | 36,454 | | | COBRA Insurance | — | — | 56,131 | 56,131 | | | Life Insurance | — | — | — | — | | | Accelerated Vesting: Options | — | 213,799 | — | 534,890 | | | Accelerated Vesting: Time Restricted Units | — | 427,696 | — | 1,043,093 | | | Accelerated Vesting: Performance Restricted Units | — | 209,066 | — | 730,881 | | | Total | — | 850,561 | 1,557,839 | 3,866,703 | | Bill Ennis | Cash Severance (Salary and Bonus) | — | — | 2,032,117 | 2,032,117 | | | Pro-Rata Bonus | — | — | 41,250 | 41,250 | | | COBRA Insurance | — | — | 56,131 | 56,131 | | | Life Insurance | — | — | 444 | 444 | | | Accelerated Vesting: Options | — | 474,132 | — | 1,102,819 | | | Accelerated Vesting: Time Restricted Units | — | 811,223 | — | 1,376,648 | | | Accelerated Vesting: Performance Restricted Units | — | 149,551 | — | 720,886 | | | Total | — | 1,434,906 | 2,129,942 | 5,330,295 |

  92. Potential Payments Upon Qualifying Termination of Employment or Change of Control

    1.Only Mr. Hicks meets the requirements for Retirement eligibility. 2.Qualifying termination event must occur within 24-months of a Change of Control to receive applicable equity award vesting acceleration.

  93. CEO Pay Ratio

    CEO Pay Ratio Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are required to disclose the ratio of our median team member’s annual total compensation to the annual total compensation of our CEO. The SEC’s rules for identifying the median compensated team member and calculating the pay ratio based on that team member’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported below, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. The following information is a reasonable good faith estimate calculated in a manner consistent with the SEC pay ratio rules and methods for disclosure.

  94. Pay versus Performance

    Pay versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” (“CAP”) and certain financial performance measures of the Company. For further information concerning the Company’s pay for performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Compensation Discussion and Analysis.” The following table presents certain information regarding compensation paid to Academy’s Principal Executive Officer (PEO) and other Named Executive Officers (Non-PEO NEOs) both as reported in the Summary Compensation Table and with certain adjustments to reflect the CAP to such individuals, as well as certain measures of financial performance, for each of the three fiscal years ended February 3, 2024. The amounts shown below are calculated in accordance with Item 402(v) of Regulation S-K and do not reflect the actual total compensation realized or received by our PEOs or Non-PEO NEOs.

  95. Pay versus Performance

    | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year(1) | Summary Compensation Table Total for PEO 1 ($) | Compensation Actually Paid to PEO 1(2) ($) | Summary Compensation Table Total for PEO 2 ($) | Compensation Actually Paid to PEO 2(2) ($) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs(2) ($) | Total Stockholder Return(3) ($) | Peer Group Total Stockholder Return(4) ($) | Net Income (in Thousands)(5) ($) | Net Sales (in Billions)(5) ($) | | 2023 | 9,117,082 | 11,619,208 | 8,627,400 | 11,774,408 | 2,904,320 | 3,887,928 | 503.29 | 126.27 | 519,190 | 6.16 | | 2022 | 11,357,804 | 23,085,858 | 0 | 0 | 2,174,177 | 4,364,899 | 431.53 | 93.25 | 628,001 | 6.40 | | 2021 | 11,484,293 | 24,288,147 | 0 | 0 | 3,843,333 | 7,366,023 | 289.92 | 109.42 | 671,381 | 6.77 | | 2020 | 15,441,951 | 19,771,028 | 0 | 0 | 4,152,979 | 5,102,115 | 165.51 | 104.61 | 308,764 | 5.69 |

  96. Pay versus Performance

    1.The PEO and Non-PEO NEOs for the applicable fiscal years were as follows: 2023: Mr. Hicks (PEO 1) and Mr. Lawrence (PEO 2) each served as our PEOs and Messrs. Mullican, Johnson, Ennis, Ford and McCabe served as the Non-PEO NEOs. 2022: Mr. Hicks served as our PEO and Messrs. Mullican, Lawrence, Johnson, and Maini served as the Non-PEO NEOs. 2021: Mr. Hicks served as our PEO and Messrs. Mullican, Lawrence, Johnson, and Maini served as the Non-PEO NEOs. 2020: Mr. Hicks served as our PEO and Messrs. Mullican, Lawrence, and Johnson, and Ms. Jamey Rutherford, SVP, Omni-Channel served as the Non-PEO NEOs. 2.The dollar amounts reported represent the amount of CAP to our PEOs and the average CAP to our Non-PEO NEOs, calculated in accordance with SEC rules. These amounts reflect “Total” compensation as set forth in the Summary Compensation Table for each year, adjusted as shown below with respect to fiscal 2023. Equity values are calculated consistent with the methodology used for originally valuing the grants under FASB ASC Topic 718:

  97. Pay versus Performance

    | | 2023 | | | | | PEO 1 ($) | PEO 2 ($) | Non-PEO NEOs Average ($) | | Summary Compensation Table - Total | 9,117,082 | 8,627,400 | 2,904,320 | | Less, value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table | -7,499,926 | -7,499,899 | -2,289,870 | | Plus, the year-end fair value of outstanding and unvested equity awards granted in the year | 4,269,738 | 9,864,752 | 2,436,326 | | Plus, the fair value as of vesting date of equity awards granted and vested in the year | 3,504,094 | 0 | 359,559 | | Plus, the year over year change in fair value of outstanding and unvested equity awards granted in prior years | 2,245,745 | 596,166 | 367,089 | | Plus, the year over year change in fair value of equity awards granted in prior years that vested in the year | -17,525 | 185,989 | 110,504 | | Less, the fair value at the end of the prior year of equity awards that failed to meet vesting conditions in the year | 0 | 0 | 0 | | Compensation Actually Paid | 11,619,208 | 11,774,408 | 3,887,928 |

  98. Pay versus Performance

    3.Total Shareholder Return (TSR) is calculated by dividing (a) the sum of (i) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (ii) the difference between the Company’s share price at the end of each fiscal year shown and the beginning of the measurement period, by (b) the Company’s share price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is October 2, 2020, which is the date of the Company’s initial public offering. 4.The peer group used for this purpose is the Nasdaq US Benchmark Retail Total Return Index. 5.The dollar amounts reported represent the amount of Net Income and Net Sales, respectively, as reflected in the Company’s audited financial statements for the applicable year.

  99. Relationship between Compensation Actually Paid and Performance Measures

    Relationship between Compensation Actually Paid and Performance Measures As described in more detail in the section “Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in these Pay versus Performance tables. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. In accordance with SEC rules, the Company is providing the following graphical depictions of the relationships among various information presented in these Pay versus Performance tables. Compensation Actually Paid (CAP), Company’s TSR, and Peer Group TSR: The relationship between each PEO’s CAP and the Non-PEO NEOs’ average CAP in comparison to the Company’s TSR and the TSR of the Nasdaq US Benchmark Retail Total Return Index, is shown below. Compensation Actually Paid (CAP) and Net Income: The relationship between each PEO’s CAP and the Non-PEO NEOs’ average CAP in comparison to the Company’s Net Income is shown below. Compensation Actually Paid (CAP) and Net Sales: The relationship between each PEO’s CAP and the Non-PEO NEO’s average CAP in comparison to Net Sales is shown below.