DEF 14A of Academy Sports & Outdoors, Inc., Apr 21, 2025

DEF 14A of Academy Sports & Outdoors, Inc.

Filed Apr 21, 2025 · FY20240001817358-25-000061

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 directs and oversees 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 “Governance Committee”). The Board is currently comprised of eleven directors, nine 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 directors. On March 18, 2024, the size of the Board was increased from nine directors to ten directors, and Mrs. Monique Picou was added to the Board as an independent Class II Director, effective as of that date. In connection with a planned transition process, on March 19, 2024, the Company and Mr. Ken Hicks, a Class III Director and the then Executive Chairman of the Board, mutually agreed that Mr. Hicks’s employment agreement governing his role as Executive Chairman of the Board would not be extended beyond its initial one-year term that began on June 1, 2023. Accordingly, Mr. Hicks transitioned from Executive Chairman of the Board to non-employee Chairman of the Board, effective on June 1, 2024. For more details, see the “Leadership Structure of the Board” below. Additionally, on June 6, 2024, the size of the Board was increased from ten directors to eleven directors, and Mr. Scott Boatwright was added to the Board as an independent Class III Director, effective as of that date. Currently, the Company’s Certificate of Incorporation provides for a classified Board divided into three classes. 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. Wendy Beck, Theresa Palermo, and Monique Picou constitute a class with a term that expires at the Annual Meeting on June 5, 2025 (the “Class II Directors”), subject to the election and qualification of their successors; Scott Boatwright, 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”), subject to the election and qualification of their successors; and Steve Lawrence, Brian Marley, Tom Nealon, and Chris Turner constitute a class with a term that expires at the Annual Meeting of Stockholders in 2027, subject to the election and qualification of their successors. Upon the recommendation of the Governance Committee, the Board has considered and nominated Wendy Beck, Theresa Palermo, and Monique Picou as Class II Director nominees for a three-year term expiring at the Annual Meeting of Stockholders in 2028. Each of these nominees has indicated that she will be willing and able to serve as a director if elected. Action will be taken at the Annual Meeting for the election of these three Class II 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 Wendy Beck, Theresa Palermo, and Monique Picou. 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. At this Annual Meeting, we are also seeking stockholder approval to declassify the Board and phase-in annual election of all of our directors, such that if Proposal Five is approved by our stockholders, we will begin phasing in annual elections starting with the Annual Meeting of Stockholders in 2026, and all of our directors will stand for annual elections starting with the Annual Meeting of Stockholders in 2028. See “Proposal Five - Amendment to the Company’s Amended and Restated Certificate of Incorporation to Declassify the Board and Phase-in Annual Director Elections by 2028” below for details.

  3. Board Composition

    Board Composition Since the Company’s initial public offering (“IPO”) in October 2020, it has been the Board’s objective to retain 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. We believe the current composition of the Board enhances the Company with a varied mix of experiences, perspectives, and backgrounds. The Board and the Governance Committee regularly evaluates the Board’s composition to ensure it continues to advance our business strategies and serve the interests of our stockholders.

  4. Board Composition Matrix

    Board Composition Matrix (Effective as of April 21, 2025)

  5. Board Composition Matrix

    | | Beck | Boatwright | Hicks | Lawrence | Marley | Nealon | Palermo | Picou | Raff | Turner | Tweedy | | Total Number of Directors | 11 | | | | | | | | | | | | Independence/Tenure/Age/Class/Term | | | | | | | | | | | | | Independent | • | • | | | • | • | • | • | • | • | • | | Tenure (years) - Initial Public Offering: October 2020 | 4 | 0 | 4 | 1 | 4 | 4 | 2 | 1 | 3 | 3 | 4 | | Age (years) | 60 | 52 | 72 | 57 | 67 | 64 | 49 | 58 | 74 | 50 | 62 | | Class | II | III | III | I | I | I | II | II | III | I | III | | Term Expires | 2025 | 2026 | 2026 | 2027 | 2027 | 2027 | 2025 | 2025 | 2026 | 2027 | 2026 | | Gender | | | | | | | | | | | | | Female | • | | | | | | • | • | • | | | | Male | | • | • | • | • | • | | | | • | • | | Demographic Background | | | | | | | | | | | | | Black or African American | | | | | | | | • | | | • | | White | • | • | • | • | • | • | • | | • | • | | | Native American | | | • | | | | | | | | | | Veteran | | | • | | | | | | | | |

  6. Board Skills Matrix

    Board Skills Matrix The following chart (as of April 21, 2025) summarizes the key qualifications and specific experience, attributes, and skills 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 Skills Matrix

    | Legend: | • | Director’s Top 5 Key Skill | ● | Director’s Key Skill |

  8. Board Skills Matrix

    | Skill | | Beck | Boatwright | Hicks | Lawrence | Marley | Nealon | Palermo | Picou | Raff | Turner | Tweedy | | Accounting/Finance Expertise in accounting and financial reporting, with a strong understanding of internal controls and experience overseeing financial reporting processes. | | • | | ● | ● | • | ● | | | ● | • | | | Corporate Governance Experience in corporate governance, focused on guiding strategic direction, ensuring management accountability, and safeguarding shareholder value. | | • | | • | | • | • | | | • | | • | | Customer Loyalty Experience with strategically prioritizing and executing customer loyalty initiatives, maximizing retention and advocacy through a deeply customer-centric approach to decision-making. | | | • | | ● | • | | • | ● | | | | | Cybersecurity & Data Privacy Experience with overseeing and mitigating cybersecurity and data privacy risks, with a strong background in cyber risk management. | | | | | | | • | | | | • | | | Digital/eCommerce Experience with managing eCommerce operations, including online sales, payment processing, and data management. | | ● | ● | • | • | | ● | • | ● | | ● | • | | Human Resources/Talent Experience with human resources strategy, compensation, talent development, and performance management, focused on identifying recruiting, developing, incentivizing and retaining talent. | | | • | | | | | | | • | | | | Marketing Experience driving sales in existing markets while simultaneously opening up new market segments, utilizing marketing and business development skills to drive growth. | | | | ● | • | ● | ● | • | | ● | | • | | Merchandising Experience with retail merchandising strategy, developing sales plans by tracking market trends to optimize product offerings and sales potential based on market conditions. | | | | • | • | | | | ● | • | | • | | Process Improvement Experience with operational optimization, achieved by streamlining processes, identifying and resolving inefficiencies, and driving continuous improvement initiatives. | | | • | | | • | • | | • | | | | | Real Estate & Construction Experience across the real estate sourcing, development, and construction spectrum, from site acquisition to property delivery. | | | • | ● | ● | | | | | ● | | | | Risk Management Experience with leading corporate risk management frameworks to drive operational, financial, and strategic risk mitigation across business environments. | | • | | | | ● | | | | | | |

  9. Board Skills Matrix

    | Skill | | Beck | Boatwright | Hicks | Lawrence | Marley | Nealon | Palermo | Picou | Raff | Turner | Tweedy | | Sourcing/Manufacturing Experience with retail sourcing and manufacturing, including identifying and acquiring products from product manufacturers or suppliers to sell in retail stores. | | | | ● | • | | | | • | ● | | ● | | Store Operations Experience with optimizing operations within large-scale specialty retail store environments, with a deep understanding of in-store dynamics and customer experience factors. | | | • | • | | | | | • | • | • | ● | | Strategic Planning Experience developing and executing long-term strategic plans to achieve sustainable growth, by identifying key strategic priorities, setting goals, and monitoring progress. | | • | ● | • | • | • | • | • | • | • | • | • | | Supply Chain/Logistics Experience managing the flow of goods from sourcing to final delivery, including inventory control, procurement, warehousing, transportation, and distribution planning. | | • | | ● | ● | | ● | | • | ● | ● | | | Technology Experience managing technology infrastructure, systems, and/or teams, developing technology strategies, and aligning technology initiatives to support overall business goals. | | ● | ● | | | | • | • | ● | | • | |

  10. Nominees for Election to the Board of Directors

    Nominees for Election to the Board of Directors Set forth below is information regarding each Class II Director nominee. Beneficial ownership of equity securities of the Class II Director nominees is shown under “Ownership of Securities” below. Ms. Beck, Mrs. Picou and Ms. Palermo were recommended to the Board by a third-party search firm.

  11. Class II Director Nominees

    Class II Director Nominees

  12. Class II Director Nominees

    | | | Wendy A. Beck Independent Director | | | | | | Director Since: December 2020 | Board Class: II | Age: 60 | | | | Committee Memberships •Nominating & Governance (Chair) since May 2021 •Audit since December 2020 Other Public Company Directorships •Traeger: July 2021 - present (Audit Committee - Chair & Nominating & Governance Committee) •Hawaiian Holdings: July 2022 - September 2024 (Audit Committee) •At Home: September 2014 - July 2021 (Audit Committee - Chair) •Bloomin’ Brands: February 2018 - April 2022 (Compensation Committee) •SpartanNash: September 2010 - December 2013 (Audit Committee) Experience and Qualifications •Norwegian Cruise: Executive Vice President and Chief Financial Officer (2010 to 2018) •Domino’s Pizza: Executive Vice President and Chief Financial Officer (2008 to 2010) •Whataburger Restaurants: Senior Vice President, Chief Financial Officer and Treasurer (2004 to 2008); Vice President and Chief Accounting Officer (2001 to 2004) •Checkers Drive-In Restaurants: Vice President, Chief Financial Officer, and Treasurer (2000 to 2001); various other roles (1993 to 2000) •Bachelor of Science in Accounting: University of South Florida •Certified Public Accountant Contributions to the Board Ms. Beck has over 25 years of leadership experience in both public and privately held companies in the hospitality and travel and leisure industries, including extensive executive leadership, management and financial experience, which the Board values as we drive growth through new store openings, omnichannel expansion, increasing the productivity of existing stores and distribution centers, optimizing our corporate governance, and managing our capital allocation. Ms. Beck serves as Chair of the Board’s Nominating & Governance Committee and as a member of the Board’s Audit Committee. 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 extensive accounting and financial skills, corporate governance, risk management, strategic planning, supply chain/logistics, talent management, technology skills. | | | | Key Skills | | | | | | | Accounting/Finance | | | | | | Corporate Governance | | | | | | Risk Management | | | | | | Strategic Planning | | | | | | Supply Chain/Logistics | | | |

  13. Class II Director Nominees

    | | | Theresa Palermo Independent Director | | | | | | Director Since: July 2022 | Board Class: II | Age: 49 | | | | Committee Memberships •Nominating & Governance since July 2022 Experience and Qualifications •Magnolia: Chief Marketing Officer since July 2024 •Signet Jewelers: Senior Vice President, Connected Commerce and Marketing (October 2019 to July 2024) •Neiman Marcus: Senior Vice President, Marketing (September 2017 to October 2019) •Vera Bradley: Executive Vice President and Chief Marketing Officer (June 2015 to August 2017) •Fossil Group, Collective Brands, The Timberland Company, Polaroid, and United Communications Group: Senior positions and roles (January 1997 to June 2015, collectively) •Bachelor of Science in Marketing: Auburn University •Master of Business Administration: Simmons University Contributions to the Board Ms. Palermo has over 20 years of marketing experience with retail companies in addition to retail digital and eCommerce experience a background focused on the omnichannel customer experience across all touch points, and a track record of driving sales and traffic for both vertical and national brands, which the Board values as we further enhance our targeted marketing efforts, grow our eCommerce business, and expand our store base. Ms. Palermo serves as a member of the Board’s Nominating & Governance Committee. The Board selected Ms. Palermo because of her executive leadership and management experience related to the retail industry, which includes marketing, customer loyalty, digital/eCommerce, strategic planning, technology, and human resources skills. | | | | Key Skills | | | | | | | Marketing | | | | | | Customer Loyalty | | | | | | Digital/eCommerce | | | | | | Strategic Planning | | | | | | Technology | | | |

  14. Class II Director Nominees

    | | | Monique Picou Independent Director | | | | | | Director Since: March 2024 | Board Class: II | Age: 58 | | | | Experience and Qualifications •Alphabet: Global Executive - Vice President, Google Cloud Supply Chain and Operations since March 2023; Vice President, Google Product, Technology Strategy and Global Server Operations (February 2021 to April 2023) •Sam’s Club: Senior Vice President, Sam's Club Chief Strategy and Supply Chain Officer (March 2020 to February 2021); Senior Vice President Supply Chain Flow (February 2019 to February 2020) •Walmart: Vice President, Supply Chain (August 2018 to January 2019) •Voyant Beauty: Chief Operating Officer (August 2017 to August 2018) •Procter & Gamble: Senior leadership positions including Senior Vice President - Product Supply Global Health Care (December 2016 to August 2017) •Ryan Companies US: Board of Directors since November 2021 •Bachelor of Science in Electrical Engineering: Southern University •Master of Business Administration: Florida Institute of Technology Contributions to the Board Mrs. Picou has over 30 years of supply chain, logistics, strategic planning, operations digital/technology, and engineering experience at large technology, retail and manufacturing companies, which the Board values as we leverage and scale our supply chain to enable industry-leading growth and drive growth through omnichannel expansion, increasing the productivity of existing distribution centers and technology, and building the best team in retail. The Board selected Mrs. Picou because of her supply chain/logistics, sourcing/manufacturing, process improvement, strategic planning, store operations, digital/eCommence, technology, human resources, merchandising, customer loyalty, and engineering skills, and her experience at technology, retail, and manufacturing companies. | | | | Key Skills | | | | | | | Supply Chain/Logistics | | | | | | Sourcing/Manufacturing | | | | | | Process Improvement | | | | | | Strategic Planning | | | | | | Store Operations | | | |

  15. Class II Director Nominees

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

  16. Class III Directors

    Class III Directors

  17. Class III Directors

    | | | Scott Boatwright Independent Director | | | | | | Director Since: June 2024 | Board Class: III | Age: 52 | | | | Other Public Company Directorships •Chipotle Mexican Grill: November 2024 - present Experience and Qualifications •Chipotle Mexican Grill: Chief Executive Officer since November 2024; Interim Chief Executive Officer (August 2024 to November 2024); Chief Operating Officer (May 2023 to August 2024); Chief Restaurant Officer (May 2017 to May 2023) •Arby’s Restaurant Group: Senior Vice President, Operations (April 2015 to May 2017); Senior Vice President, Operations Services (January 2012 to March 2015); and other senior leadership positions over a twenty-year period •Master of Business Administration: J. Mack Robinson College of Business at Georgia State University Contributions to the Board Mr. Boatwright has nearly 30 years of operations, strategic planning, digital/technology, customer service and loyalty, real estate and talent experience, including with driving productivity, operational excellence, and scalability in complex business environments, along with providing an exceptional customer experience, which the Board values as we drive growth through new store openings, omnichannel expansion, connecting with our customers, and increasing the productivity of our assets. The Board selected Mr. Boatwright to serve as a director based on his executive leadership, and management experience related to the retail industry, which includes store operations, process improvement, real estate and construction, customer loyalty, human resources/talent, digital/eCommerce, strategic planning, sourcing/manufacturing, and technology skills. | | | | Key Skills | | | | | | | Store Operations | | | | | | Process Improvement | | | | | | Real Estate & Construction | | | | | | Customer Loyalty | | | | | | Human Resources/Talent | | | |

  18. Class III Directors

    | | | Ken C. Hicks Chairman of the Board | | | | | | Director Since: June 2020 | Board Class: III | Age: 72 | | | | Board Leadership •Chairman of the Board since June 2020 Other Public Company Directorships •Avery Dennison: July 2007 - October 2024 (Compensation Committee) •Whole Foods Market: May 2017 to August 2017 (Compensation Committee) •Foot Locker: December 2014 - May 2015 (Executive Chairman); February 2010 - February 2014 (Chairman) •J.C. Penney: March 2008 - July 2009 Experience and Qualifications •Petsmart: President & Chief Executive Officer and Board of Directors since October 2024 •Academy Sports + Outdoors: President & Chief Executive Officer (May 2018 to June 2023); Board of Managers of New Academy Holding Company, LLC (May 2017 to June 2020) •Foot Locker: Executive Chairman (December 2014 to May 2015); President and Chief Executive Officer (August 2009 to February 2010); Chairman, President and Chief Executive Officer (February 2010 to November 2014); Chairman, President and Chief Executive Officer (February 2010 to November 2014) •J.C. Penney, Payless ShoeSource, Home Shopping Network, May Department Stores, and McKinsey & Company: Various senior leadership positions •Graduate of United States Military Academy in West Point, NY, and served in the U.S. Army •Masters of Business Administration with highest distinction: Harvard Business School Contributions to the Board Mr. Hicks has nearly 40 years of retail business and leadership experience, including five years as President & Chief Executive Officer of Academy, including retail strategy, operations, merchandising and customer experience, and a proven track record of driving growth and value creation, which the Board values as we execute our growth strategies regarding new store openings, omnichannel expansion, connecting with our customers, and increasing the productivity of existing stores and distribution centers. 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 accounting/finance, strategic planning, merchandising, corporate governance, store operations, digital/eCommerce, financial, marketing, real estate, sourcing/manufacturing, and supply chain/logistics skills. | | | | Key Skills | | | | | | | Strategic Planning | | | | | | Merchandising | | | | | | Corporate Governance | | | | | | Store Operations | | | | | | Digital/eCommerce | | | |

  19. Class III Directors

    | | | Beryl B. Raff Independent Director | | | | | | Director Since: May 2021 | Board Class: III | Age: 74 | | | | Committee Memberships •Compensation since May 2021 (Chair since October 2021) Other Public Company Directorships •Helen of Troy: August 2014 - present (Audit & Compensation Committees) •Michaels: September 2014 - April 2021 (Audit & Compensation Committees) •Jo-Ann Stores: August 2001 - February 2011 (Audit Committee & Compensation Committee Chair) •Group 1 Automotive: June 2007 - February 2015 (Compensation Committee & Governance & Nominating Committee Chair) Experience and Qualifications •Helzberg Diamonds: Chief Executive Officer (2009 to July 2022); Non-executive Chairman (July 2022 to July 2023) •J.C. Penney: Executive Vice President and General Merchandise Manager and various senior merchandising positions (2001 to 2009) •Zales: Chairman and Chief Executive Officer (2000-2001) •R.H. Macy & Company: Various senior merchant positions (18 years) •Bachelors of Business Administration: Boston University •Masters of Business Administration: Drexel University Contributions to the Board Ms. Raff has over 40 years of executive leadership and management experience in the retail industry, including retail strategy, operations, merchandising and customer experience, which the Board values as we drive growth through new store openings, connecting with our customers, increasing the productivity of existing stores, and building the best team in retail. The Board selected Ms. Raff because of her board, executive leadership and management experience related to the retail industry, which includes merchandising, strategic planning, human resources/talent, store operations, corporate governance, accounting/finance, marketing, sourcing/manufacturing, real estate & construction, and supply chain/logistics skills. | | | | Key Skills | | | | | | | Merchandising | | | | | | Strategic Planning | | | | | | Human Resources/Talent | | | | | | Store Operations | | | | | | Corporate Governance | | | |

  20. Class III Directors

    | | | Jeff C. Tweedy Independent Director | | | | | | Director Since: October 2020 | Board Class: III | Age: 62 | | | | Committee Memberships •Compensation since October 2020 •Nominating & Governance since October 2020 Other Public Company Directorships •Safe and Green Development: April 2023 - present (Compensation & Nominating and Corporate Governance Committees) Experience and Qualifications •Global Brands Group/Sean John Clothing: Advisory role (March 2021 - August 2022) •Sean John Clothing: Chief Executive Officer (November 2007 - March 2021); Executive Vice President (February 1996 to March 2005) •Karl Kani Jeans: Vice President (March 1993 - June 1996) •Spike Lee: Vice President (February 1992 - June 1993 •Ralph Lauren Womenswear: East Coast Sales Manager (February 1990 - December 1992) •Fashion Institute of Technology - Menswear Design & Marketing Contributions to the Board Mr. Tweedy brings over 25 years of executive leadership and management experience in the fashion and retail industries, including merchandising, marketing, sourcing, manufacturing, strategic, and talent management skills, which the Board values as we drive growth through omnichannel expansion, connecting with our customers, increasing the productivity of existing stores, and building the best team in retail. 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, strategic planning, digital/eCommerce, marketing, corporate governance, sourcing/manufacturing, strategic planning, store operations, and human resources/talent management skills. | | | | Key Skills | | | | | | | Merchandising | | | | | | Strategic Planning | | | | | | Digital/eCommerce | | | | | | Marketing | | | | | | Corporate Governance | | | |

  21. Class I Directors

    Class I Directors

  22. Class I Directors

    | | | Steve P. Lawrence Chief Executive Officer | | | | | | Director Since: June 2023 | Board Class: I | Age: 57 | | | | Other Public Company Directorships •francesca’s: October 2016 - January 2019 Experience and Qualifications •Academy Sports + Outdoors: Chief Executive Officer since June 2023; Executive Vice President and Chief Merchandising Officer (February 2019 to June 2023) •francesca’s: President, Chief Executive Officer and served on the Board of Directors (October 2016 to January 2019) •Stage Stores: Chief Merchandising Officer (May 2012 - September 2016) •J.C. Penney: Various merchandising leadership roles (12 years) •Foley’s/May Co.: Various merchandising roles (10 years) •Bachelor of Business Administration in Finance: University of Notre Dame Contributions to the Board Mr. Lawrence has over 35 years of retail business and leadership experience, including six years at Academy in senior leadership roles, with expertise in strategic planning, retail buying, merchandising, planning & allocation (MP&A), private brand, marketing & advertising, and customer loyalty, which the Board values as we drive growth through new store openings, omnichannel expansion, connecting with our customers, increasing the productivity of existing stores and distribution centers, and building the best team in retail. 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 strategic planning, merchandising, sourcing/manufacturing, marketing, digital/eCommerce, customer loyalty, governance, accounting/finance, real estate & construction, supply chain/logistics skills. | | | | Key Skills | | | | | | | Strategic Planning | | | | | | Merchandising | | | | | | Sourcing/Manufacturing | | | | | | Marketing | | | | | | Digital/eCommerce | | | |

  23. Class I Directors

    | | | Brian T. Marley Independent Director | | | | | | Director Since: June 2020 | Board Class: I | Age: 67 | | | | Committee Memberships •Audit (Chair) since June 2020 Experience and Qualifications •Academy Sports + Outdoors: Board of Managers of New Academy Holding Company, LLC (January 2018 to June 2020) •Marley Associates LLC: Founder & Managing Partner (2014 - present) •Kohlberg, Kravis, Roberts & Co.: Consumer and Retail Industry Advisor (January 2023 - present) •Belk: Executive Vice President and Chief Financial Officer (2000 to 2013) •Belk National Bank: Chairman (2000 to 2006) •KPMG: Audit and assurance partner - Retail and Consumer Industry practice (20 years) •Bachelor of Science in Business Administration: University of North Carolina at Chapel Hill Contributions to the Board Mr. Marley has over 20 years of retail experience with both public and privately held companies in the department store and other retail industries, as well as 20 years of experience in public accounting, including extensive executive leadership, financial/accounting, and business consulting experience, which the Board values as we drive growth through new store openings, omnichannel expansion, connecting with our customers, increasing the productivity of our assets, and managing our capital allocation. The Board selected Mr. Marley to serve as a director based on his executive leadership experience related to the retail industry, including extensive accounting/financial skills, strategic planning, process improvement, corporate governance, customer loyalty, risk management, and marketing skills. | | | | Key Skills | | | | | | | Accounting/Finance | | | | | | Strategic Planning | | | | | | Process Improvement | | | | | | Corporate Governance | | | | | | Customer Loyalty | | | |

  24. Class I Directors

    | | | Tom M. Nealon Lead Independent Director (or “Lead Director”) | | | | | | Director Since: March 2021 | Board Class: I | Age: 64 | | | | Board Leadership; Committee Memberships •Lead Director since December 2021 •Audit since May 2023 •Compensation since March 2021 Other Public Company Directorships •Southwest Airlines: December 2010 - November 2015 (Board of Directors) •Fossil Group: April 2012 - May 2020 (Audit Committee) Experience and Qualifications •SAFFIRE Renewables: Chief Executive Officer (September 2022 - present) •Southwest Airlines: Senior Advisor (September 2021 - present), President (January 2017 - September 2021); Executive Vice President Strategy & Innovation (January 2016 to January 2017) •J.C. Penney: Group Executive Vice President (August 2010 to December 2011) •The Feld Group: Partner (6 years) •Frito-Lay, a division of PepsiCo, Inc.: Senior positions and consulting roles (17 years) •Bachelor of Science in Business Administration: Villanova University’s School of Business •Master of Business: University of Dallas Contributions to the Board Mr. Nealon has over 20 years of executive management experience developed in the airline, retail and consumer packaged goods industries, including a robust background in retail, technology, eCommerce, marketing and customer service, which the Board values as we execute our omnichannel strategy, enhance our technology capabilities, and expand our substantial brand loyalty nationwide. 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 strategic planning, technology, cybersecurity & data privacy, process improvement, corporate governance, digital/eCommerce, marketing, merchandising, accounting/finance, supply chain/logistics, and human resources/talent. | | | | Key Skills | | | | | | | Strategic Planning | | | | | | Technology | | | | | | Cybersecurity & Data Privacy | | | | | | Process Improvement | | | | | | Corporate Governance | | | |

  25. Class I Directors

    | | | Chris L. Turner Independent Director | | | | | | Director Since: December 2021 | Board Class: I | Age: 50 | | | | Committee Memberships •Audit since December 2021 Experience and Qualifications •Yum! Brands: Chief Financial & Franchise Officer (August 2019 - present) •PepsiCo: Senior Vice President and General Manager (December 2017 to July 2019); Senior Vice President of Transformation for PepsiCo’s Frito-Lay North America (July 2017 to December 2017); and Senior Vice President of Strategy for Frito-Lay (February 2016 to June 2017) •McKinsey & Company: Partner (13 years) •Bachelor’s Degree in Industrial Engineering: University of Arkansas •Masters of Business Administration: Stanford University Contributions to the Board Mr. Turner has over 20 years of strategy, finance, mergers & acquisitions and operations experience at world-class consumer-oriented and strategic consulting companies, including a deep knowledge in consumer brands and elevating the customer experience, which the Board values as we drive growth through omnichannel expansion, connecting with our customers, increasing the productivity of our stores, distribution centers and other assets, and managing our capital allocation. 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 extensive accounting/finance skills, strategic planning, technology, cybersecurity & data privacy, store operations, supply chain/logistics, and digital/eCommerce skills. | | | | Key Skills | | | | | | | Accounting/Finance | | | | | | Strategic Planning | | | | | | Technology | | | | | | Cybersecurity & Data Privacy | | | | | | Store Operations | | | |

  26. Compensation of Directors

    Compensation of Directors Under our director compensation program, non-employee directors receive the following compensation (note: references to non-employee directors mean our directors who are not currently employed by the Company), as provided by the Company’s Non-Employee Director Compensation Policy, a copy of which is filed as Exhibit 10.66 to the Annual Report (the “Non-Employee Director Compensation Policy”): •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 (Independent) 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, for the Chairman of the Board commencing in 2024, an annualized grant value totaling $285,000) to be granted on the first business day of the Company’s first 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 as amended and restated (the “2020 Omnibus Incentive Plan”), a copy of which is filed as Exhibit 10.1 to the Current Report on Form 8-K filed on June 1, 2023), or (iii) a Change of Control (as defined in the 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 out-of-pocket 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 2024; specifically, Mses. Beck, Palermo, Picou, Raff and Turney, and Messrs. Boatwright, Nealon, Marley, Turner and Tweedy. While Mr. Hicks served as Executive Chairman for a portion of 2024 he did not receive any additional compensation for his service as a director during this period. Starting June 1, 2024, with the planned transition of Mr. Hicks to the role of non-employee Chairman of the Board, Mr. Hicks began to receive cash and equity compensation as provided by the Non-Employee Director Compensation Policy as described above. All of Mr. Hicks’s 2024 compensation is disclosed in the Compensation Discussion and Analysis and related executive compensation tables in this Proxy Statement. Mr. Lawrence, our Chief Executive Officer, does not receive any additional compensation for his services as a director, and his compensation is also disclosed in the Compensation Discussion and Analysis and related executive compensation tables.

  27. Director Compensation Table for 2024

    Director Compensation Table for 2024

  28. Director Compensation Table for 2024

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Total ($) | | Wendy Beck | 120,000 | 151,693 | 271,693 | | Scott Boatwright | 66,209 | 151,693 | 217,902 | | Brian Marley | 130,000 | 151,693 | 281,693 | | Tom Nealon | 140,000 | 151,693 | 291,693 | | Theresa Palermo | 100,000 | 151,693 | 251,693 | | Monique Picou | 88,187 | 183,909 | 272,096 | | Beryl Raff | 125,000 | 151,693 | 276,693 | | Chris Turner | 100,000 | 151,693 | 251,693 | | Sharen Turney(4) | 6,319 | 0 | 6,319 | | Jeff Tweedy | 100,000 | 151,693 | 251,693 |

  29. Director Compensation Table for 2024

    1.Amounts reflect the aggregate amount of cash retainers earned during 2024. The amounts for Mses. Turney and Picou and Mr. Boatwright reflect a prorated amount since their service as a director was for a partial fiscal year. 2.Amounts reflect the full grant-date fair value of RSUs granted during 2024 computed in accordance with ASC Topic 718, excluding the effect of estimated forfeitures. See Note 8, 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 2024 under the 2020 Omnibus Incentive Plan. Grants under the 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 of February 1, 2025, each of the above-named individuals held the following number of RSUs:

  30. Director Compensation Table for 2024

    | Name | Number of RSUs Outstanding | | Wendy Beck | 2,929 | | Scott Boatwright | 2,929 | | Brian Marley | 2,929 | | Tom Nealon | 2,929 | | Theresa Palermo | 2,929 | | Monique Picou | 2,929 | | Beryl Raff | 2,929 | | Chris Turner | 2,929 | | Sharen Turney(1) | 0 | | Jeff Tweedy | 2,929 |

  31. Director Compensation Table for 2024

    1.Ms. Turney resigned from 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 annually. This process involves a review of competitive market data, including an assessment of the Non-Employee 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 2024, the Compensation Committee and its compensation consultant, Frederic W. Cook & Co, Inc. (“FW Cook”), conducted a thorough analysis of the non-employee directors' compensation, and following this review the Compensation Committee recommended and the Board approved no changes to the current non-employee director compensation program for remainder of 2024. 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, their requirement is to hold stock valued at 3.0x (three times) the value of their annual cash retainer, not inclusive of any additional fees. The Stock Ownership Guidelines allow covered directors and executives up to five years from the date each first becomes a director to comply with the Stock Ownership Guidelines. The following holdings are counted as eligible securities under the Stock Ownership Guidelines: •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 (if offered); •performance-based restricted stock and restricted stock units that have met the performance criteria but have not yet satisfied time-based vesting and/or settled (for clarity, unearned performance-based equity awards are not counted for these purposes); 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. Each of our non-employee directors is either in compliance with the Stock Ownership Guidelines or within the prescribed time period for complying with the Stock Ownership Guidelines.

  32. 2024 Business Results Summary*

    2024 Business Results Summary* Fiscal 2024 was a challenging year for the retail industry and for Academy. While we accomplished much and performed well, including returning $396 million to shareholders and progressing key strategic objectives, overall financial results fell short of our ambitious targets. Consequently, the payouts under our annual bonus plan also fell short of our stretch goals, resulting in bonus payouts between 58.9% and 63.9% of target. The graphics below summarize some of our business results for the year.

  33. Annual Cash Incentives

    Annual Cash Incentives •In 2024, our NEOs achieved the following financial annual incentive metrics results; ◦85.5% of target Company Adjusted EBIT (“Adj. EBIT”), and ◦95.5% of target Company net sales. •Mr. Lawrence earned 58.9% of his total annual target bonus opportunity, while Messrs. Johnson, Ford, and McCabe earned 63.9% of their total annual target bonus opportunity, under the 2024 Executive Team Bonus Plan (“Executive Bonus Plan”), based on the Company’s financial results and achievement of individual performance strategic initiative goals. As part of the leadership transition plan for Mr. Hicks to non-employee Chairman of the Board, Mr. Hicks was not eligible to receive an annual cash incentive in 2024.

  34. Long-Term Equity Incentives

    Long-Term Equity Incentives •In 2024, the Committee modified the equity award program for our NEOs to eliminate stock options (“Options”). 50% of the target award value continued to be granted in the form of performance-based Restricted Stock Units (“RSUs”) subject to the same performance metrics that applied to the fiscal 2023 grants cumulatively measured and vesting after three fiscal years (fiscal 2024 to 2026); ◦Adjusted Pre-Tax Net Income weighted approximately 75% of the equity award, and ◦Return On Investment Capital (“ROIC”) weighted approximately 25% of the equity award. Rather than divide the remaining 50% of the target award between Options and time-based RSUs, the Committee determined to grant the second half of target value of the annual equity to the NEOs as time-based RSUs that vest annually over three years from the date of grant subject to continued service. •The Committee approved annual long-term equity incentive awards in March 2024 to the NEOs, excluding Mr. Hicks, with the total target grant value allocated across a mix of 50% performance-based and 50% time-based RSUs using the new 2024 equity award structure described above. Although Mr. Hicks did not participate in the 2024 executive annual Long-Term Incentive program, in connection with his assumption of the role of non-employee Chairman of the Board, Mr. Hicks received an annual grant in June 2024 in accordance with the non-employee director compensation policy.

  35. What We Do/What We Don’t Do

    | What We Don’t Do | | | x | We do not offer defined benefit pension arrangements or non-qualified deferred compensation plans or arrangements to our executive officers. | | x | We do not provide any tax reimbursement payments (including “gross-ups”) on any severance or change-in-control payments. | | x | We will not reprice Options without stockholder approval. | | x | Our executive officers are prohibited from hedging our securities, pledging our securities as collateral for loans, or holding our securities in margins accounts. | | x | We do not apply single-trigger vesting to equity awards upon a change of control. | | x | We do not pay dividends or dividend equivalents on any equity awards. |

  36. Elements of 2024 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 year cliff vesting schedule - 75% earned-based on achievement of three year cumulative Adjusted Pre-Tax Income - 25% earned-based on achievement of three year cumulative ROIC Time-based RSUs (approximately 50% of the target annual equity incentive award) that vest ratably over three years |

  37. NEO Pay Mix (Average)

    | ■ Base Salary | ■ Annual Incentives | ■ Performance RSUs | | ■ Time RSUs | ■ Short-Term Compensation | ■ Long-Term Compensation |

  38. NEO Pay Mix (Average)

    | 1. | Reflects fiscal year-end base salary, year-end annual target bonus, and all equity awards granted in the year (assuming target performance for performance-based RSUs). “NEO Pay Mix (Average)” excludes Mr. Hicks’s compensation in light of his transition to non-employee Chairman of the Board in June 2024. |

  39. 2024 Executive Team Bonus Plan

    2024 Executive Team Bonus Plan

  40. 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. Although Mr. Hicks initially participated in the 2024 Executive Bonus Plan, he was not eligible for a bonus payout in light of his planned transition to non-employee Chairman of the Board in June 2024.

  41. Target Opportunities

    Target Opportunities Target bonus opportunities are expressed as a percentage of each NEO’s annual base salary. For fiscal 2024, each participating NEO’s target bonus opportunity remained unchanged from the end of fiscal 2023: 175% for Mr. Lawrence, 140% for Mr. Johnson, and 120% for each of Messrs. Hicks, Ford, and McCabe.

  42. Performance Metrics

    Performance Metrics During first quarter 2024, 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 2024, the Committee approved Adj. EBIT (45%) and Net Sales (45%) 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 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 2024, Mr. Lawrence, in his role as CEO, recommended individual performance goals for the NEOs other than himself and Mr. Hicks to the Committee for its approval. The Committee set Messrs. Lawrence’s and Hicks’s individual performance goals.

  43. Achievement of Performance Goals

    Achievement of Performance Goals

  44. 2024 Executive Bonus Plan Company Performance Results

    2024 Executive Bonus Plan Company Performance Results The following table summarizes the 2024 Executive Bonus Plan Company performance results:

  45. 2024 Executive Bonus Plan Company Performance Results

    | Company Performance (weighted 90%) | | | Level of Achievement | | | | | | Metrics | | Threshold | Target | Maximum | Achievement | | | Adj. EBIT* (45%) | Goal (in millions) | $598.74 | $704.40 | $810.06 | $602.18 | | | | Goal as % of Target (%) | 85.0 | 100.0 | 115.0 | 85.5 | | | | Payout as % of Target (%) | 50.0 | 100.0 | 200.0 | 51.6 | | | Net Sales (45%) | Goal (in billions) | $5.78 | $6.21 | $6.52 | $5.93 | | | | Goal as % of Target (%) | 93.0 | 100.0 | 105.0 | 95.6 | | | | Payout as % of Target (%) | 50.0 | 100.0 | 200.0 | 68.2 |

  46. 2024 Executive Bonus Plan Company Performance Results

    *Adj. EBIT is a non-GAAP financial measure. See “Annex D - 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.

  47. 2024 Executive Bonus Plan Individual Performance Results

    2024 Executive Bonus Plan Individual Performance Results Following the completion of the fiscal year, Mr. Lawrence evaluated each NEO’s, other than his own, 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 performance achievement independently. In determining Mr. Lawrence’s individual achievement, the Committee took a holistic view that considered the Company’s many strategic and operational advancements as well as its below target financial performance. The following table summarizes select 2024 results taken into account in determining individual performance results for the NEOs eligible for a 2024 Executive Bonus Plan payment.

  48. 2024 Executive Bonus Plan Individual Performance Results

    | Name & Position | 2024 Individual Performance Attainment | 2024 Individual Performance Results | | Steve Lawrence CEO | Achieved threshold | •Under his leadership, the Company: ◦Returned over $396 million to shareholders through share repurchases and dividends. ◦Generated $342 million in Adjusted Free Cash Flow*, which was a 3.5% increase to prior year; deployed approximately $195 million primarily on growth initiatives. ◦Fell short of expectations for top line growth in sales and profit. ◦Successfully oversaw opening of 16 new stores, in aggregate, generating a 5% increase in net sales over plan for these locations. ◦Maintained a flat inventory level to prior year while growing our store base by 5.7%. ◦Aggressively pursued big merchandise items, ideas, and brands resulting in launching Jordan for 2025. ◦Did not fully realize anticipated financial results from the restructuring of eCommerce/Digital/Marketing. ◦Progressed our new warehouse management system implementation by converting one of our three distribution centers to the new system. ◦Reduced key team member turnover across all our divisions. | | Sam Johnson President | Achieved target | •Successfully oversaw opening of 16 new stores, in aggregate, generating 5% sales increase over plan for these locations. •Increased our overall customer service scores by +150bp to prior year while generally maintaining our sales per labor hour productivity and delivering a 10bp reduction in shrink over prior year. •Reduced key team member turnover to last year in stores by 1,100bp and in distribution centers by 1,820bp. •Progressed our new warehouse management system implementation by converting one of our three distribution centers to the new system. | | Carl Ford EVP, CFO | Achieved target | •Returned over $396 million to shareholders through share repurchases, and dividends. •Generated $342 million in Adjusted Free Cash Flow*, which was +3.5% to prior year; deployed approximately $195 million primarily on growth initiatives. •Delivered $25 million below Selling, General, and Administrative expenses plan for the year. | | Matt McCabe EVP, CMO | Achieved target | •Maintained a flat inventory level to prior year while growing our store base by 5.7%. •Aggressively pursued big merchandise items, ideas, and brands resulting in launching Jordan for 2025. •Refined our markdown strategy and developed engaging visuals to help highlight value on our sales floor. |

  49. 2024 Executive Bonus Plan Individual Performance Results

    *Adjusted Free Cash Flow is a non-GAAP financial measures. See “Annex D - Reconciliations of GAAP to Non-GAAP Financial Measures” below for reconciliations of non-GAAP financial measures used in this Proxy Statement, including this Compensation Discussion & Analysis, to their most directly comparable GAAP financial measures.

  50. 2024 Bonuses Earned

    2024 Bonuses Earned The following table summarizes the 2024 bonuses earned under the 2024 Executive Bonus Plan based on actual performance, as compared to the target opportunity, for each of our NEOs:

  51. 2024 Bonuses Earned

    | Name | 2024 Base Salary ($) | Target Bonus (%) | Target Bonus Amount ($) | % 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 (%)(1) | Final Bonus Payment ($)(2) | | Steve Lawrence | 1,050,000 | 175% | 1,837,500 | 53.9 | 5.0 | 58.9 | 1,082,612 | | Sam Johnson | 840,000 | 140% | 1,176,000 | 53.9 | 10.0 | 63.9 | 751,672 | | Carl Ford | 525,000 | 120% | 630,000 | 53.9 | 10.0 | 63.9 | 402,681 | | Matt McCabe | 525,000 | 120% | 630,000 | 53.9 | 10.0 | 63.9 | 402,681 | | Ken Hicks(3) | — | — | — | — | — | — | — |

  52. 2024 Bonuses Earned

    1.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. 2.Bonus payments under the Bonus Plan were calculated by multiplying the NEO’s “2024 Base Salary ($)” at year end 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. 3.Because of the planned transition of Mr. Hicks to non-employee Chairman of the Board in June 2024, he was not eligible for a 2024 Executive Bonus Plan payment.

  53. Long-Term Equity Incentive Compensation

    Long-Term Equity Incentive Compensation

  54. 2024 Equity Incentive Awards

    2024 Equity Incentive Awards The Committee grants equity incentive awards 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. For 2024, the Committee, in consultation with FW Cook, and after review of market practices, modified the equity award program for our NEOs to eliminate Options. The new equity award program in 2024 for our NEOs 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 and cliff vesting after a 3-year cumulative performance period covering fiscal 2024 to fiscal 2026. 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. •50% of the target grant value is in time-based RSUs that vest ratably over three years subject to continued service. 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 26, 2024, the Company granted the following performance-based and time-based RSUs to our NEOs. Mr. Hicks did not receive a 2024 annual executive equity incentive award in light of his planned transition to non-employee Chairman of the Board in June 2024.

  55. 2024 Equity Incentive Awards

    | NEO | Target # of Performance-Based RSUs | $ Value of Performance Based RSUs(1) | # of Time-Based RSUs | $ Value of Time-Based RSUs(1) | | Steve Lawrence | 49,633 | 3,249,969 | 49,633 | 3,249,969 | | Sam Johnson | 22,907 | 1,499,950 | 22,907 | 1,499,950 | | Carl Ford | 9,544 | 624,941 | 9,544 | 624,941 | | Matt McCabe | 9,544 | 624,941 | 9,544 | 624,941 |

  56. 2024 Equity Incentive Awards

    1.The amounts reported in these columns represent the grant date fair value of the time-based RSUs, and performance-based RSUs granted to each of the NEOs in 2024, computed in accordance with FASB Accounting Standards Codification Topic 718. The valuation assumptions used in determining such amounts are described in Note 8, Share-Based Compensation to our audited consolidated financial statements included in our Annual Report on Form 10-K. 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.

  57. Mr. Hicks Non-Employee Director Equity Award

    Mr. Hicks Non-Employee Director Equity Award Although Mr. Hicks did not participate in the 2024 executive annual Long-Term Incentive program, in connection with his assumption of the role of non-employee Chairman of the Board, on June 14, 2024, Mr. Hicks received an award of 5,218 time-based RSUs, with a grant date value of $270,240 in accordance with the non-employee director compensation policy. These RSUs fully vest of on the earliest of (i) the first anniversary of the date of grant, or, if earlier, the date immediately preceding the 2025 Annual Meeting, (ii) Mr. Hicks’s termination due to death or Disability (as defined in the 2020 Omnibus Incentive Plan), or (iii) a Change in Control (as defined in the 2020 Omnibus Incentive Plan). For additional information on our non-employee director compensation program, see “Compensation of Directors” above.

  58. 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.

  59. 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 2024, 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 2024, 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.

  60. 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 August 2023, 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 2024 for purposes of understanding the competitive market (“2024 Peer Group”):

  61. 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 | |

  62. How We Determine and Use our Compensation Peer Group

    The companies in the 2024 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 made no changes to the 2024 Peer Group from 2023. The 2024 Peer Group was used by the Committee during 2024 as a reference for understanding the compensation practices of companies in our sector. To analyze the compensation practices of the companies in our 2024 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.

  63. 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 2024, see “Employment Agreements with NEOs.”

  64. Clawback Policy

    Clawback Policy We maintain clawback and forfeiture provisions that cover cash incentives and both time- and performance-based equity awards. The Company’s clawback policy provides for the recoupment of certain incentive compensation if the Committee determines that the incentive compensation of any executive officer was overpaid, in whole or in part, as a result of a financial restatement due to the Company’s material noncompliance with financial reporting requirements under the federal securities laws. In addition, our time-based RSUs and our performance-based RSUs awards contain clawback provisions which apply if an award recipient receives any amount in excess of what he or she should have received under the terms of the award for any reason (including without limitation by reason of a financial restatement, mistake in calculations or other administrative error), or in the event of certain detrimental conduct by the recipient, including a breach of restrictive covenants, fraud, gross negligence, conduct contributing to any financial restatements or irregularities, or any activity that would be grounds to terminate the executive for cause.

  65. Equity Grant Practices

    Equity Grant Practices The Committee generally approves annual equity awards for the Company’s executive officers at its regularly scheduled meeting in the first quarter of each year and the Company typically approves annual awards to non-executive team members in the first quarter of the fiscal year. Such annual awards generally have a grant date effective on the third trading day following the filing of the Company's Annual Report on Form 10-K for the prior fiscal year. Awards to directors are typically made on the first date of the Company’s next open trading window following the date of each Annual Stockholders Meeting. Additionally, team members may enroll to purchase shares of the Company’s Common Stock under the terms of the Company’s 2020 Employee Stock Purchase Plan, with purchase dates generally in June and December of each year. In special circumstances, including the hiring or promotion of an individual or where otherwise determined to be in the best interest of the Company, the Committee or its authorized delegate may approve grants to be effective at other times. The Company may also change these equity grant practices in the future. The Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  66. Summary Compensation Table

    Summary Compensation Table The following table summarizes the compensation of our NEOs for 2024, 2023, and 2022. Messrs. Ford, and McCabe were not NEOs for fiscal 2022.

  67. 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 | 2024 | 1,043,269 | 6,499,938 | — | 1,082,612 | 35,254 | 8,661,073 | | | 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 | | Sam Johnson President | 2024 | 837,981 | 2,999,900 | — | 751,672 | 34,911 | 4,624,464 | | | 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 | | Carl Ford EVP, CFO | 2024 | 521,635 | 1,249,882 | — | 402,681 | 20,902 | 2,195,100 | | | 2023 | 447,014 | 999,875 | 249,984 | 45,417 | 21,413 | 1,763,703 | | Matt McCabe EVP, CMO | 2024 | 521,635 | 1,249,882 | — | 402,681 | 15,330 | 2,189,528 | | | 2023 | 437,442 | 999,875 | 249,984 | 36,454 | 20,374 | 1,744,129 | | Ken Hicks Chairman of the Board, and former Executive Chairman | 2024 | 228,846 | 270,240 | — | — | 147,140 | 646,226 | | | 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 |

  68. Summary Compensation Table

    1.The amounts reported in this column represent the NEO’s base salary earned during the specified fiscal year. 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, excluding the effect of estimated forfeitures. The grant date fair value of the performance-based RSUs granted in 2024 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 $6,499,938, Mr. Johnson $2,999,901, Messrs. Ford and McCabe $1,249,882 each. The valuation assumptions used in determining such amounts are described in Note 8, Share-Based Compensation to our audited consolidated financial statements included in our Annual Report for 2024. For Mr. Hicks in 2024, amount reflects his equity retainer for service as the Company’s non-employee Chairman of the Board. 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, excluding the effect of estimated forfeitures. The valuation assumptions used in determining such amounts are described in Note 8, Share-Based Compensation to our audited consolidated financial statements included in our Annual Report for 2024. As described under the “Long-Term Equity Incentive Compensation - 2024 Equity Incentive Awards” section in the Compensation Discussion and Analysis, no Options were granted in 2024 to our NEOs. 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 2024:

  69. Summary Compensation Table

    | Name | Financial Planning Services ($) | Executive Physical ($) | 401(k) Plan Employer Matching Contribution ($) | Director Fees Earned Or Paid in Cash ($) | Total All Other Compensation ($) | | Steve Lawrence | 12,000 | 2,150 | 21,104 | — | 35,254 | | Sam Johnson | 12,000 | 2,090 | 20,821 | — | 34,911 | | Carl Ford(a) | — | — | 20,902 | — | 20,902 | | Matt McCabe(a) | — | — | 15,330 | — | 15,330 | | Ken Hicks | 11,690 | 2,150 | 15,031 | 118,269 | 147,140 |

  70. Summary Compensation Table

    a.Messrs. Ford and McCabe each received perquisites and personal benefits during 2024 valued at less than $10,000.

  71. Grants of Plan Based Awards in 2024

    Grants of Plan Based Awards in 2024 The following table provides information with regard to 2024 grants to the NEOs under any incentive plan during 2024. For additional information regarding non-equity incentive plan awards, please see “2024 Executive Team Bonus Plan.” For additional information regarding equity incentive plan awards, please see “Long-Term Equity Incentive Compensation.”

  72. Grants of Plan Based Awards in 2024

    | | | | 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 | — | 918,750 | 1,837,500 | 3,675,000 | — | — | — | — | — | — | — | | | Performance RSUs | 3/26/2024 | — | — | — | 24,816 | 49,633 | 99,266 | — | — | — | 3,249,969 | | | Time RSUs | 3/26/2024 | — | — | — | — | — | — | 49,633 | — | — | 3,249,969 | | Sam Johnson | Annual Bonus | — | 588,000 | 1,176,000 | 2,352,000 | — | — | — | — | — | — | — | | | Performance RSUs | 3/26/2024 | — | — | — | 11,453 | 22,907 | 45,814 | — | — | — | 1,499,950 | | | Time RSUs | 3/26/2024 | — | — | — | — | — | — | 22,907 | — | — | 1,499,950 | | Carl Ford | Annual Bonus | — | 315,000 | 630,000 | 1,260,000 | — | — | — | — | — | — | — | | | Performance RSUs | 3/26/2024 | — | — | — | 4,772 | 9,544 | 19,088 | — | — | — | 624,941 | | | Time RSUs | 3/26/2024 | — | — | — | — | — | — | 9,544 | — | — | 624,941 | | Matt McCabe | Annual Bonus | — | 315,000 | 630,000 | 1,260,000 | — | — | — | — | — | — | — | | | Performance RSUs | 3/26/2024 | — | — | — | 4,772 | 9,544 | 19,088 | — | — | — | 624,941 | | | Time RSUs | 3/26/2024 | — | — | — | — | — | — | 9,544 | — | — | 624,941 | | Ken Hicks | Annual Bonus | — | 420,000 | 840,000 | 1,680,000 | — | — | — | — | — | — | — | | | Time RSUs | 6/14/2024 | — | — | — | — | — | — | 5,218 | — | — | 270,240 |

  73. Grants of Plan Based Awards in 2024

    1.Amounts in the “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” column relate to amounts payable to each NEO with respect to 2024 under the 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 “2024 Executive Team Bonus Plan” above. Although Mr. Hicks, initially participated in the 2024 Executive Team Bonus, he was not eligible for a payment due to his planned transition to non-employee Chairman of the Board in June 2024. 2.The vesting schedule applicable to each time-based RSU and performance-based RSU award is set forth in the “Outstanding Equity Awards at 2024 Fiscal Year End Table” table. 3.The amounts reported in this column represent the grant date fair value of the time-based RSUs, and performance-based RSUs granted to each of the NEOs in 2024, computed in accordance with FASB Accounting Standards Codification Topic 718, excluding the effects of estimated forfeitures. The valuation assumptions used in determining such amounts are described in Note 8, Share-Based Compensation to our audited consolidated financial statements included in our Annual Report on Form 10-K. 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.

  74. Outstanding Equity Awards at 2024 Fiscal Year End

    Outstanding Equity Awards at 2024 Fiscal Year End The following table provides information with regard to the outstanding equity awards held by each NEO on February 1, 2025.

  75. Outstanding Equity Awards at 2024 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) | 42,632 | 14,211 | — | 26.99 | 3/31/2031 | — | — | — | — | | | 3/30/2022(8) | — | — | — | — | — | 1,991 | 104,149 | — | — | | | 3/30/2022(9) | — | — | — | — | — | — | — | 540 | 28,247 | | | 3/30/2022(7) | 20,347 | 20,348 | — | 39.17 | 3/30/2032 | — | — | — | — | | | 3/21/2023(10) | — | — | — | — | — | — | — | 11,597 | 606,639 | | | 3/21/2023(11) | 4,176 | 8,353 | — | 64.67 | 3/21/2033 | — | — | — | — | | | 3/21/2023(12) | — | — | — | — | — | 3,866 | 202,230 | — | — | | | 6/9/2023(10) | — | — | — | — | — | — | — | 59,500 | 3,112,445 | | | 6/9/2023(11) | 20,064 | 40,128 | — | 50.42 | 6/9/2033 | — | — | — | — | | | 6/9/2023(12) | — | — | — | — | — | 19,834 | 1,037,517 | — | — | | | 3/26/2024(13) | — | — | — | — | — | — | — | 49,633 | 2,596,302 | | | 3/26/2024(12) | — | — | — | — | — | 49,633 | 2,596,302 | — | — |

  76. Outstanding Equity Awards at 2024 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) | 12,790 | 12,790 | — | 26.99 | 3/31/2031 | — | — | — | — | | | 3/30/2022(8) | — | — | — | — | — | 1,991 | 104,149 | — | — | | | 3/30/2022(9) | — | — | — | — | — | — | — | 540 | 28,247 | | | 3/30/2022(7) | 20,347 | 20,348 | — | 39.17 | 3/30/2032 | — | — | — | — | | | 3/21/2023(10) | — | — | — | — | — | — | — | 11,597 | 606,639 | | | 3/21/2023(11) | 4,176 | 8,353 | — | 64.67 | 3/21/2033 | — | — | — | — | | | 3/21/2023(12) | — | — | — | — | — | 3,866 | 202,230 | — | — | | | 6/9/2023(10) | — | — | — | — | — | — | — | 4,958 | 259,353 | | | 6/9/2023(11) | 1,672 | 3,344 | — | 50.42 | 6/9/2033 | — | — | — | — | | | 6/9/2023(12) | — | — | — | — | — | 1,653 | 86,468 | — | — | | | 12/5/2023(10) | — | — | — | — | — | — | — | 9,155 | 478,898 | | | 12/5/2023(11) | 3,280 | 6,562 | — | 54.61 | 12/5/2033 | — | — | — | — | | | 12/5/2023(12) | — | — | — | — | — | 3,052 | 159,650 | — | — | | | 3/26/2024(13) | — | — | — | — | — | — | — | 22,907 | 1,198,265 | | | 3/26/2024(12) | — | — | — | — | — | 22,907 | 1,198,265 | — | — | | Carl Ford | 3/31/2021(7) | 8,526 | 2,842 | — | 26.99 | 3/31/2031 | — | — | — | — | | | 3/30/2022(8) | — | — | — | — | — | 499 | 26,103 | — | — | | | 3/30/2022(9) | — | — | — | — | — | — | — | 135 | 7,062 | | | 3/30/2022(7) | 5,086 | 5,087 | — | 39.17 | 3/30/2032 | — | — | — | — | | | 3/21/2023(12) | — | — | — | — | — | 2,577 | 134,803 | — | — | | | 9/6/2023(10) | — | — | — | — | — | — | — | 9,727 | 508,819 | | | 9/6/2023(11) | 3,279 | 6,559 | — | 51.40 | 9/6/2033 | — | — | — | — | | | 9/6/2023(12) | — | — | — | — | — | 3,242 | 169,589 | — | — | | | 3/26/2024(13) | — | — | — | — | — | — | — | 9,544 | 499,247 | | | 3/26/2024(12) | — | — | — | — | — | 9,544 | 499,247 | — | — |

  77. Outstanding Equity Awards at 2024 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) | 8,526 | 2,842 | — | 26.99 | 3/31/2031 | — | — | — | — | | | 3/30/2022(8) | — | — | — | — | — | 499 | 26,103 | — | — | | | 3/30/2022(9) | — | — | — | — | — | — | — | 135 | 7,062 | | | 3/30/2022(7) | 5,086 | 5,087 | — | 39.17 | 3/30/2032 | — | — | — | — | | | 4/15/2022(14) | — | — | — | — | — | 3,725 | 194,855 | — | — | | | 3/21/2023(12) | — | — | — | — | — | 2,577 | 134,803 | — | — | | | 9/6/2023(10) | — | — | — | — | — | — | — | 9,727 | 508,819 | | | 9/6/2023(11) | 3,279 | 6,559 | — | 51.40 | 9/6/2033 | — | — | — | — | | | 9/6/2023(12) | — | — | — | — | — | 3,242 | 169,589 | — | — | | | 3/26/2024(13) | — | — | — | — | — | — | — | 9,544 | 499,247 | | | 3/26/2024(12) | — | — | — | — | — | 9,544 | 499,247 | — | — | | 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) | 275,494 | 11,978 | — | 26.99 | 3/31/2031 | — | — | — | — | | | 3/30/2022(16) | — | — | — | — | — | 14,936 | 781,302 | — | — | | | 3/30/2022(9) | — | — | — | — | — | — | — | 4,047 | 211,699 | | | 3/30/2022(15) | 218,451 | 89,964 | — | 39.17 | 3/30/2032 | — | — | — | — | | | 3/21/2023(10) | — | — | — | — | — | — | — | 57,986 | 3,033,248 | | | 3/21/2023(11) | 20,882 | 41,764 | — | 64.67 | 3/21/2033 | — | — | — | — | | | 3/21/2023(12) | — | — | — | — | — | 19,329 | 1,011,100 | — | — | | | 6/14/2024(17) | — | — | — | — | — | 5,218 | 272,954 | — | — |

  78. Outstanding Equity Awards at 2024 Fiscal Year End

    1.The numbers in this column represent vested Options outstanding as of February 1, 2025. 2.The numbers in this column represent unvested Options outstanding as of February 1, 2025. 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 1, 2025. 5.Amounts reported are based on $52.31, which was the closing price of our common stock on January 31, 2025, the last trading day before the end of our 2024 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 1, 2025. 7.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. 8.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. 9.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. 10.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. Per the equity agreement, Mr. Hicks’s transition to non-employee Chairman of the Board is deemed continuous service to the Company allowing unvested performance-based RSUs to remaining outstanding and will vest as described. 11.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. Per the equity agreement, Mr. Hicks’s transition to non-employee Chairman of the Board is deemed continuous service to the Company allowing unvested Options to remaining outstanding and will vest as described. 12.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. Per the equity agreement, Mr. Hicks’s transition to non-employee Chairman of the Board is deemed continuous service to the Company allowing unvested time-based RSUs to remaining outstanding and will vest as described. 13.Reflects 100% of the 2024 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. 14.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. 15.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. Per the equity agreement, Mr. Hicks’s transition to non-employee Chairman of the Board is deemed continuous service to the Company allowing unvested Options to remaining outstanding and will vest as described. 16.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. Per the equity agreement, Mr. Hicks’s transition to non-employee Chairman of the Board is deemed continuous service to the Company allowing unvested performance-based RSUs to remaining outstanding and will vest as described. 17.These time-based RSUs awarded in June 2024 reflect Mr. Hicks’s equity retainer as non-employee Chairman of the Board and will vest on the same terms as the annual grants to other non-employee directors, with 100% vesting 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) his termination due to death or Disability (as defined in the 2020 Omnibus Incentive Plan) or (iii) a Change of Control (as defined in the 2020 Omnibus Incentive Plan).

  79. Option Exercises and Stock Awards Vested

    Option Exercises and Stock Awards Vested The following table provides information on RSU awards that vested during the 2024 fiscal year which ended February 1, 2025. None of the NEOs exercised any Option awards during fiscal 2024.

  80. Option Exercises and Stock Awards Vested

    | | Options Awards Exercised | | Stock Awards Vested | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Steve Lawrence | — | — | 27,826 | 1,528,275 | | Sam Johnson | — | — | 19,955 | 1,101,863 | | Carl Ford | — | — | 4,018 | 229,029 | | Matt McCabe | — | — | 7,742 | 451,389 | | Ken Hicks | — | — | 39,877 | 2,355,565 |

  81. Option Exercises and Stock Awards Vested

    1.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.

  82. 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 1, 2025, the last business day of our 2024 fiscal year, and based on the closing price of our stock of $52.31, as of the last trading day of our 2024 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. Hicks and the Company mutually agreed his employment agreement would not be extended beyond its initial one-year term and that Mr. Hicks would transition from Executive Chairman of the Board to non-employee Chairman of the Board, effective on June 1, 2024. Mr. Hicks is not eligible for severance benefits, and did not receive severance in connection with his transition to non-employee Chairman of the Board, but does continue to hold equity due to his continuous service as a non-employee Board member as outlined in his equity agreements and described further below.

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

    | | | Qualifying Termination Event | | | | | NEO | Payment Type | Retirement ($) | Death or Disability ($) | Without Cause or Resignation for Good Reason ($) | Without Cause or Resignation for Good Reason Following Change of Control ($)(1) | | Steve Lawrence | Cash Severance (Salary and Bonus) | — | — | 3,009,660 | 3,009,660 | | | Pro-Rata Bonus | — | — | 148,888 | 148,888 | | | COBRA Insurance | — | — | 56,609 | 56,609 | | | Life Insurance | — | — | 540 | 540 | | | Accelerated Vesting: Options | — | 531,430 | — | 703,037 | | | Accelerated Vesting: Time Restricted Units | — | 1,485,290 | — | 3,836,049 | | | Accelerated Vesting: Performance Restricted Units | — | 3,344,823 | — | 6,419,536 | | | Total | — | 5,361,543 | 3,215,697 | 14,174,319 | | Sam Johnson | Cash Severance (Salary and Bonus) | — | — | 2,367,201 | 2,367,201 | | | Pro-Rata Bonus | — | — | 751,672 | 751,672 | | | COBRA Insurance | — | — | 56,609 | 56,609 | | | Life Insurance | — | — | 540 | 540 | | | Accelerated Vesting: Options | — | 460,689 | — | 597,536 | | | Accelerated Vesting: Time Restricted Units | — | 623,535 | — | 1,646,614 | | | Accelerated Vesting: Performance Restricted Units | — | 1,296,015 | — | 2,647,304 | | | Total | — | 2,380,239 | 3,176,022 | 8,067,476 |

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

    | | | Qualifying Termination Event | | | | | NEO | Payment Type | Retirement ($) | Death or Disability ($) | Without Cause or Resignation for Good Reason ($) | Without Cause or Resignation for Good Reason Following Change of Control ($)(1) | | Carl Ford | Cash Severance (Salary and Bonus) | — | — | 1,248,820 | 1,248,820 | | | Pro-Rata Bonus | — | — | 402,681 | 402,681 | | | COBRA Insurance | — | — | 36,825 | 36,825 | | | Life Insurance | — | — | — | — | | | Accelerated Vesting: Options | — | 108,358 | — | 144,771 | | | Accelerated Vesting: Time Restricted Units | — | 318,568 | — | 803,639 | | | Accelerated Vesting: Performance Restricted Units | — | 505,628 | — | 1,034,169 | | | Total | — | 932,554 | 1,688,326 | 3,670,905 | | Matt McCabe | Cash Severance (Salary and Bonus) | — | — | 1,226,628 | 1,226,628 | | | Pro-Rata Bonus | — | — | 402,681 | 402,681 | | | COBRA Insurance | — | — | 36,825 | 36,825 | | | Life Insurance | — | — | — | — | | | Accelerated Vesting: Options | — | 108,358 | — | 144,771 | | | Accelerated Vesting: Time Restricted Units | — | 513,423 | — | 998,493 | | | Accelerated Vesting: Performance Restricted Units | — | 505,628 | — | 1,034,169 | | | Total | — | 1,127,409 | 1,666,134 | 3,843,567 |

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

    1.Qualifying termination event must occur within 24-months of a Change of Control to receive applicable equity award vesting acceleration.

  86. 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 under the Securities Act, 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.

  87. 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 under the Securities Act, 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 1, 2025. The amounts shown below are calculated in accordance with Item 402(v) of Regulation S-K under the Securities Act and do not reflect the actual total compensation realized or received by our PEOs or Non-PEO NEOs.

  88. 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) ($) | | 2024 | 8,661,073 | 1,504,404 | — | — | 2,413,830 | 237,350 | 411.35 | 169.31 | 418,447 | 5.93 | | 2023 | 8,627,400 | 11,774,408 | 9,117,082 | 11,619,208 | 2,904,320 | 3,887,928 | 503.29 | 126.27 | 519,190 | 6.16 | | 2022 | — | — | 11,357,804 | 23,085,858 | 2,174,177 | 4,364,899 | 431.53 | 93.25 | 628,001 | 6.40 | | 2021 | — | — | 11,484,293 | 24,288,147 | 3,843,333 | 7,366,023 | 289.92 | 109.42 | 671,381 | 6.77 | | 2020 | — | — | 15,441,951 | 19,771,028 | 4,152,979 | 5,102,115 | 165.51 | 104.61 | 308,764 | 5.69 |

  89. Pay versus Performance

    1.The PEO and Non-PEO NEOs for the applicable fiscal years were as follows:

  90. Pay versus Performance

    | Fiscal Year | PEO | Non-PEO NEOs | | 2024 | Steve Lawrence (PEO 1) | Ken Hicks, Sam Johnson, Carl Ford, and Matt McCabe | | 2023 | Steve Lawrence and Ken Hicks (PEO 2) | Michael Mullican, Sam Johnson, Carl Ford, Matt McCabe, and Bill Ennis | | 2022 | Ken Hicks | Steve Lawrence, Michael Mullican, Sam Johnson, and Manish Maini | | 2021 | Ken Hicks | Steve Lawrence, Michael Mullican, Sam Johnson, and Manish Maini | | 2020 | Ken Hicks | Steve Lawrence, Michael Mullican, Sam Johnson, and Jamey Rutherford |

  91. Pay versus Performance

    2.The dollar amounts reported represent the amount of CAP to our PEO 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 2024. Equity values are calculated consistent with the methodology used for originally valuing the grants under FASB ASC Topic 718:

  92. Pay versus Performance

    | | 2024 | | | | PEO 1 ($) | Non-PEO NEOs Average ($) | | Summary Compensation Table - Total | 8,661,073 | 2,413,830 | | Less, value of “Stock Awards” reported in Summary Compensation Table | -6,499,938 | -1,442,476 | | Plus, the year-end fair value of outstanding and unvested equity awards granted in the year | 4,777,954 | 1,078,259 | | Plus, the fair value as of vesting date of equity awards granted and vested in the year | 0 | 0 | | Less, the change as of the end of the fiscal year (from the end of the prior fiscal year) in fair value of outstanding and unvested equity awards granted in prior years | -5,123,993 | -1,439,877 | | Less, the change in fair value from prior year-end to vesting date of equity awards granted in prior years that vested in the year | -310,692 | -372,386 | | 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 | | Compensation Actually Paid | 1,504,404 | 237,350 |

  93. 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.

  94. 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 the PEO 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 PEO 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 the PEO CAP and the Non-PEO NEO’s average CAP in comparison to Net Sales is shown below.

  95. BOARD OF DIRECTORS

    BOARD OF DIRECTORS A. Except as otherwise provided in this Amended and Restated Certificate of Incorporation or the DGCL, the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. Except as otherwise provided for or fixed pursuant to the provisions of Article IV (including any certificate of designation with respect to any series of Preferred Stock) and this Article VI relating to the rights of the holders of any series of Preferred Stock to elect additional directors and subject to the applicable requirements of the Stockholders Agreement (as defined below), the total number of directors constituting the whole Board of Directors shall be determined from time to time exclusively by resolution adopted by the Board of Directors. The Prior to the annual meeting of stockholders to be held in 2028 (the “2028 Annual Meeting”), the directors (other than those directors elected by the holders of any series of Preferred Stock, voting separately as a series or together with one or more other such series, as the case may be) shall be divided into three classes designated Class I, Class II and Class III. Each class shall consist, as nearly as possible, of one-third of the total number of such directors. Class I directors shall initially serve for a term expiring at the first and, until the election of directors at the 2028 Annual Meeting, in case of any increase or decrease, from time to time, in the number of directors (other than Preferred Stock Directors), the number of directors in each class shall be apportioned in the manner determined by the Board. Directors elected or appointed prior to the 2026 annual meeting of stockholders following the date the Common Stock is first publicly traded (the “IPO Date”), Class II directors shall initially serve for a shall continue to serve out the remainder of their current terms; directors with terms expiring at the second annual meeting of stockholders following the IPO Date and Class III directors shall initially serve for a to be held in 2026 shall serve out the remainder of their current terms, and they and any successors shall stand for re-election to a two-year term expiring at the third annual meeting of stockholders following the IPO Date. At each succeeding to be held in 2026; and directors with terms expiring at the annual meeting, of stockholders to be held in 2027 shall serve out the remainder of their current terms, and they and any successors to the class of directors whose shall stand for re-election to a one-year term expires at that the annual meeting to be held in 2027. From and after the election of B-2 Academy Sports and Outdoors, Inc. - 2025 Proxy Statement directors at the 2028 Annual Meeting, the Board shall cease to be classified and each director shall be elected for a term expiring at the third succeeding next annual meeting of stockholders. If the number of such directors is changed, any increase or decrease shall be apported among the classes so as to maintain the number of directors in each class as nearly equal as possible, and any such additional director of any class elected to fill a newly created directorship resulting from an increase in such class shall hold office for a term that shall coincide with the remaining term of that class, but in In no case shall a decrease in the number of directors remove or shorten the term of any incumbent director. Subject to the terms of the Stockholders Agreement, any such Notwithstanding the foregoing, each director shall hold office until the annual meeting at which his or her term expires and until his or her successor shall be elected and qualified, or his or her earlier death, resignation, retirement, disqualification or removal from office. The Board of Directors is authorized to assign members of the Board of Directors already in office prior to the IPO Date to their respective class. B. Subject to the rights granted to the holders of any one or more series of Preferred Stock then outstanding or the rights granted pursuant to the Stockholders Agreement, to be dated on or about October 6, 2020 (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Stockholders Agreement”), by and among the Corporation, and certain affiliates of Kohlberg Kravis Roberts & Co. L.P. (together with its affiliates and subsidiaries and its and their successors and assigns (other than the Corporation and its subsidiaries), collectively, “KKR”) , any newly created directorship on the Board of Directors that results from an increase in the number of directors and any vacancy occurring on the Board of Directors (whether by death, resignation, retirement, disqualification, removal or other cause) shall be filled by a majority of the directors then in office (other than the director elected by the holders of any services of Preferred Stock, voting separately as a series or together with one or more other such series, as the case may be), even if less than quorum, by any sole remaining director or by the stockholders; provided, however, that at any time when KKR beneficially owns, in the aggregate, less than 40% in voting power of the stock of the Corporation entitled to vote generally in the election of directors, any newly created directorship on the Board of Directors that results from an increase in the number of directors and any vacancy occurring in the Board of Directors shall, unless otherwise required by law or by resolution of the Board of Directors, be filled only by a majority of the directors then in office (other than the directors elected by the holders of any series of Preferred Stock, voting separately as a series or together with one or more other such series, as the case may be), even if less than a quorum, or by any such sole remaining director (and not by the stockholders). Any director elected to fill a vacancy or newly created directorship shall hold office (i) in the case of any vacancy or newly created directorship so filled prior to the 2028 Annual Meeting, until the next election of the class for which such director shall have been chosen and until his or her successor shall be elected and qualified, or until his or her earlier death, resignation, retirement, disqualification or removal. and (ii) in the case of any vacancy or newly created directorship so filled at or after the 2028 Annual Meeting, until the next annual meeting of stockholders and until his or her successor shall be elected and qualified, or until his or her earlier death, resignation, retirement, disqualification or removal. C. Subject to rights granted to KKR under the Stockholder Agreement a Any or all of the directors (other than the directors elected by the holders of any series of Preferred Stock, voting separately as a series or together with one or more other such series, as the case may be) may be removed at any time either with or without cause by the affirmative vote of a majority in voting power of all outstanding shares of stock of the Corporation entitled to vote thereon, voting together as a single class; provided, however, that any time when KKR beneficially owns, in the aggregate, less than 40% in voting power of the stock of the Corporation entitled to vote generally in the election of directors, any such director or all such directors may be removed (i) prior to the 2028 Annual Meeting, only for cause and (ii) from and after the 2028 Annual Meeting, with or without cause, and, in each case, only by the affirmative vote of the holders of at least 66⅔% in voting power of all the then-outstanding shares of stock of the Corporation entitled to vote thereon, voting together as a single class. D. Elections of directors need not be by written ballot unless the Bylaws shall so provide.

  96. BOARD OF DIRECTORS

    E. During any period when the holders of any series of Preferred Stock, voting separately as a series or together with one or more series, have the right to elect additional directors, then upon commencement and for the duration of the period during which such right continues: (i) the then otherwise total authorized number of directors of the Corporation shall automatically be increased by such specified number of directors, and the holders of such Preferred Stock shall be entitled to elect the Academy Sports and Outdoors, Inc. - 2025 Proxy Statement B-3 additional directors so provided for or fixed pursuant to said provisions, and (ii) each such additional director shall serve until such director’s successor shall have been duly elected and qualified, or until such director’s right to hold such office terminates pursuant to said provisions, whichever occurs earlier, subject to his or her earlier death, resignation, retirement, disqualification or removal. Except as otherwise provided by the Board of Directors in the resolution or resolutions establishing such series, whenever the holders of any series of Preferred Stock having such right to elect additional directors are divested of such right pursuant to the provisions of such stock, the terms of office of all such additional directors elected by the holders of such stock, or elected to fill any vacancies resulting from the death, resignation, disqualification or removal of such additional directors, shall forthwith terminate and the total authorized number of directors of the Corporation shall automatically be reduced accordingly. Academy Sports and Outdoors, Inc. - 2025 Proxy Statement C-1