DEF 14A of Academy Sports & Outdoors, Inc., Apr 21, 2026

DEF 14A of Academy Sports & Outdoors, Inc.

Filed Apr 21, 2026 · FY20250001817358-26-000063

Open on EDGAR

  1. Election of Directors

    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 currently consists of twelve directors, ten of whom are independent. On May 5, 2025, Scott Boatwright, an independent Class III Director, resigned from the Board effective as of that date, and on September 16, 2025, Chris Turner, an independent Class I Director, resigned from the Board effective as of that date. On December 1, 2025, the size of the Board was increased to twelve directors, and Michael Dastugue, Shannon Hennessy, and Clay Johnson were appointed to the Board as independent Class II Directors, effective as of that date. Ms. Hennessy and Messrs. Dastugue and Johnson were identified through the Company’s director search and evaluation process, which included suggestions from current and former directors, and were ultimately recommended by the Governance Committee and approved by the Board. The Company’s Certificate of Incorporation provides for a classified Board divided into three classes until the Annual Meeting of Stockholders in 2028, after which the Board will be declassified. Currently, one class of directors stands for election at each of our Annual Meetings of Stockholders. As part of the phased-in declassification of the Board, directors are elected by our stockholders to serve for terms expiring at the Annual Meeting of Stockholders in 2028, after which the Board will be declassified and all directors will thereafter stand for election at every subsequent Annual Meeting of Stockholders for one year terms. Ken Hicks, Beryl Raff, and Jeff Tweedy constitute a class with a term that expires at the Annual Meeting and are each standing for re-election for a two-year term expiring at the 2028 Annual Meeting of Stockholders (the “Class III Directors”), subject to the election and qualification of their successors; Steve Lawrence, Brian Marley, and Tom Nealon constitute a class with a term that expires at the Annual Meeting of Stockholders in 2027 (the “Class I Directors”); and Wendy Beck, Michael Dastugue, Shannon Hennessy, Clay Johnson, Theresa Palermo, and Monique Picou constitute a class with a term that expires at the Annual Meeting of Stockholders in 2028 (the “Class II Directors”). Upon the recommendation of the Governance Committee, the Board has considered and nominated Ken Hicks, Beryl Raff, and Jeff Tweedy as Class III Director nominees for a two-year term expiring at the Annual Meeting of Stockholders in 2028. Each of these nominees has indicated that they 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 III 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 Ken Hicks, Beryl Raff, and Jeff Tweedy. If any of these nominees ceases to be a candidate for election by the time of the Annual Meeting (a contingency which the Board does not expect to occur), the Board may propose another person or persons in place of any such nominee(s), and the individuals designated as your proxies will vote to appoint that proposed person or persons. Alternatively, in such event, the Board may decide to reduce the number of directors constituting the full Board.

  3. Board of Directors

    | 10 | Academy Sports and Outdoors, Inc. - 2026 Proxy Statement |

  4. Nominees for Election to the Board of Directors

    Nominees for Election to the Board of Directors Set forth below is information regarding each Class III Director nominee. Beneficial ownership of equity securities of the Class III Director nominees is shown under “Ownership of Securities”.

  5. Class III Director Nominees

    Class III Director Nominees

  6. Class III Director Nominees

    | | | | | | | | | | | Ken C. Hicks Chairman of the Board | | | | | | | Director Since: June 2020 | Board Class: III | Age: 73 | | | | | 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 - 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: Executive Chairman (June 2023 - May 2024); President & Chief Executive Officer (May 2018 - June 2023); Board of Managers of New Academy Holding Company, LLC (May 2017 - June 2020) •Foot Locker: Executive Chairman (December 2014 - May 2015); President and Chief Executive Officer (August 2009 - February 2010); Chairman, President and Chief Executive Officer (February 2010 - November 2014); Chairman, President and Chief Executive Officer (February 2010 - 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. | | | | | | Key Skills | | | | | | | Corporate Governance | | | | | | | Digital/eCommerce | | | | | | | Merchandising | | | | | | | Store Operations | | | | | | | Strategic Planning | | | | | | | | 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 & construction, sourcing/manufacturing, and supply chain/logistics skills. | | |

  7. Class III Director Nominees

    | 14 | Academy Sports and Outdoors, Inc. - 2026 Proxy Statement |

  8. Class III Director Nominees

    | | | | | | | | | | | Beryl C. Raff Independent Director | | | | | | | Director Since: December 2021 | Board Class: III | Age: 75 | | | | | Committee Memberships •Compensation since May 2021 (Chair since October 2021) Other Public Company Directorships •Helen of Troy: August 2014 - present (Audit Committee) •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 - July 2022); Non-executive Chairman (July 2022 - July 2023) •J.C. Penney: Executive Vice President and General Merchandise Manager and various senior merchandising positions (2001 - 2009) •Zales: Chairman and Chief Executive Officer (2000 - 2001) •R.H. Macy & Company: Various senior merchant positions (19 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. | | | | | | Key Skills | | | | | | | Corporate Governance | | | | | | | Human Resources/Talent | | | | | | | Merchandising | | | | | | | Store Operations | | | | | | | Strategic Planning | | | | | | | | The Board selected Ms. Raff to serve as a director based on 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. | | |

  9. Class III Director Nominees

    | Academy Sports and Outdoors, Inc. - 2026 Proxy Statement | 15 |

  10. Class III Director Nominees

    | | | | | | | | | | | Jeff C. Tweedy Independent Director | | | | | | | Director Since: October 2020 | Board Class: III | Age: 63 | | | | | Committee Memberships •Compensation since October 2020 •Nominating and Governance since October 2020 Other Public Company Directorships •RenX Enterprises Corp. (Formerly, Safe and Green Development): April 2023 - present (Compensation Committee & Nominating and Corporate Governance Committee Chair) Experience and Qualifications •BMBIRD Consultant: Managing Director (October 2022 - Present) •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 - 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. | | | | | | Key Skills | | | | | | | Corporate Governance | | | | | | | Digital/eCommerce | | | | | | | Marketing | | | | | | | Merchandising | | | | | | | Strategic Planning | | | | | | | | 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, digital/eCommerce, marketing, corporate governance, sourcing/manufacturing, strategic planning, store operations, and human resources/talent management skills. | | |

  11. Class III Director Nominees

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

  12. Class III Director Nominees

    | 16 | Academy Sports and Outdoors, Inc. - 2026 Proxy Statement |

  13. Class I Directors

    Class I Directors

  14. Class I Directors

    | | | | | | | | | | | Steve P. Lawrence Chief Executive Officer | | | | | | | Director Since: June 2023 | Board Class: I | Age: 58 | | | | | 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 - June 2023) •francesca’s: President, Chief Executive Officer and served on the Board of Directors (October 2016 - 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. | | | | | | Key Skills | | | | | | | Digital/eCommerce | | | | | | | Marketing | | | | | | | Merchandising | | | | | | | Sourcing/Manufacturing | | | | | | | Strategic Planning | | | | | | | | 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. | | |

  15. Class I Directors

    | Academy Sports and Outdoors, Inc. - 2026 Proxy Statement | 17 |

  16. Class I Directors

    | | | | | | | | | | | Brian T. Marley Independent Director | | | | | | | Director Since: June 2020 | Board Class: I | Age: 68 | | | | | Committee Memberships •Audit (Chair) since June 2020 Experience and Qualifications •Academy Sports + Outdoors: Board of Managers of New Academy Holding Company, LLC (January 2018 - 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 - 2013) •Belk National Bank: Chairman (2000 - 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. | | | | | | Key Skills | | | | | | | Accounting/Finance | | | | | | | Corporate Governance | | | | | | | Customer Loyalty | | | | | | | Process Improvement | | | | | | | Strategic Planning | | | | | | | | 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, strategic planning, process improvement, corporate governance, customer loyalty, risk management, and marketing skills. | | |

  17. Class I Directors

    | 18 | Academy Sports and Outdoors, Inc. - 2026 Proxy Statement |

  18. Class I Directors

    | | | | | | | | | | | Tom M. Nealon Lead Independent Director (or “Lead Director”) | | | | | | | Director Since: March 2021 | Board Class: I | Age: 65 | | | | | 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 - August 2025) •Southwest Airlines: Senior Advisor (September 2021 - present), President (January 2017 - September 2021); Executive Vice President Strategy & Innovation (January 2016 - January 2017) •J.C. Penney: Group Executive Vice President (August 2010 - 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 •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. | | | | | | Key Skills | | | | | | | Corporate Governance | | | | | | | Cybersecurity & Data Privacy | | | | | | | Process Improvement | | | | | | | Strategic Planning | | | | | | | Technology | | | | | | | | 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. | | |

  19. Class I Directors

    | Academy Sports and Outdoors, Inc. - 2026 Proxy Statement | 19 |

  20. Class II Directors

    Class II Directors

  21. Class II Directors

    | | | | | | | | | | | Wendy A. Beck Independent Director | | | | | | | Director Since: December 2020 | Board Class: II | Age: 61 | | | | | Committee Memberships •Nominating & Governance (Chair) since May 2021 •Audit since December 2020 Other Public Company Directorships •Traeger: July 2021 - present (Audit Committee Chair and 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 Line: Executive Vice President and Chief Financial Officer (2010 - 2018) •Domino’s Pizza: Executive Vice President and Chief Financial Officer (2008 - 2010) •Whataburger Restaurants: Senior Vice President, Chief Financial Officer and Treasurer (2004 - 2008); Vice President and Chief Accounting Officer (2001 - 2004) •Checkers Drive-In Restaurants: Vice President, Chief Financial Officer, and Treasurer (2000 - 2001); various other roles (1993 - 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, 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. | | | | | | Key Skills | | | | | | | Accounting/Finance | | | | | | | Corporate Governance | | | | | | | Risk Management | | | | | | | Strategic Planning | | | | | | | Supply Chain/Logistics | | | | | | | | 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, and technology skills. | | |

  22. Class II Directors

    | 20 | Academy Sports and Outdoors, Inc. - 2026 Proxy Statement |

  23. Class II Directors

    | | | | | | | | | | | Michael Dastugue Independent Director | | | | | | | Director Since: December 2025 | Board Class: II | Age: 61 | | | | | Committee Memberships •Audit since December 2025 Experience and Qualifications •Hanesbrands: Chief Financial Officer (May 2021 - February 2023) •Walmart US: Executive Vice President and Chief Financial Officer (June 2015 - March 2021) •Sam’s Club: Executive Vice President and Chief Financial Officer (January 2013 - May 2015) •J.C. Penney: Various leadership positions, including Executive Vice President and Chief Financial Officer (1991 - 2012) •Arthur Andersen & Co: Public accountant (3 years) •Bachelor of Business Administration with concentration in Accounting and Finance: Texas A&M University •Master of Business Administration with a concentration in Finance: University of Texas Contributions to the Board Mr. Dastugue brings over 30 years of extensive public company financial leadership and audit‑relevant experience to the Board, contributing deep expertise in financial reporting, accounting oversight, capital allocation, enterprise risk management, and real estate, which the Board values as we execute our growth strategies through new store expansion. His background in senior executive roles at large consumer‑facing companies enhances the Board’s ability to oversee complex financial, operational, and regulatory matters. | | | | | | Key Skills | | | | | | | Accounting/Finance | | | | | | | Digital/eCommerce | | | | | | | Real Estate & Construction | | | | | | | Risk Management | | | | | | | Strategic Planning | | | | | | | | The Board selected Mr. Dastugue to serve as a director based on his extensive accounting/financial, real estate & construction, digital/eCommerce, risk management, and strategic planning experience, including his service in senior executive roles at large, complex publicly traded companies. | | |

  24. Class II Directors

    | Academy Sports and Outdoors, Inc. - 2026 Proxy Statement | 21 |

  25. Class II Directors

    | | | | | | | | | | | Shannon Hennessy Independent Director | | | | | | | Director Since: December 2025 | Board Class: II | Age: 47 | | | | | Experience and Qualifications •Habit Burger & Grill: Chief Executive Officer (June 2023 - present); President (July 2022 - June 2023) •KFC Global: Chief Financial Officer (February 2020 - August 2022) •McKinsey & Company: Consultant with clients in consumer-facing industries, including retail, consumer goods, hospitality, and logistics (nearly 20 years) •Bachelor of Science in Economics: The Wharton School •Master of Business Administration: Northwestern University - Kellogg School of Management Contributions to the Board Ms. Hennessy has 25 years of experience across restaurant leadership and consulting, including retail operations, digital growth, financial planning, reporting, supply chain, logistics, talent, and strategic planning, and has led major digital transformations, supply chain modernization, global financial planning, and data‑and‑analytics initiatives, which the Board values as we drive growth through new store openings, omnichannel expansion, and increasing the productivity of existing stores. | | | | | | Key Skills | | | | | | | Accounting/Finance | | | | | | | Digital/eCommerce | | | | | | | Real Estate & Construction | | | | | | | Store Operations | | | | | | | Strategic Planning | The Board selected Ms. Hennessy to serve as a director based on her extensive leadership experience across the restaurant, retail, consumer goods, hospitality, and logistics sectors, as well as her demonstrated expertise in accounting/finance, store operations, digital/eCommerce, real estate & construction, strategic planning, and large‑scale organizational leadership. | | |

  26. Class II Directors

    | 22 | Academy Sports and Outdoors, Inc. - 2026 Proxy Statement |

  27. Class II Directors

    | | | | | | | | | | | Clay M. Johnson Independent Director | | | | | | | Director Since: December 2025 | Board Class: II | Age: 55 | | | | | Other Public Company Directorships •Sealed Air Corporation: May 2023 - May 2025 (Audit Committee) Experience and Qualifications •Yum! Brands: Chief Digital and Technology Officer (October 2019 - April 2024); Senior Advisor (April 2024 - April 2025) •Walmart: Chief Information Officer and Executive Vice President, Global Business Services (January 2017 - October 2019) •General Electric Power and General Electric Digital: Chief Information Officer, Senior Vice President and Corporate Officer (July 2014 - January 2017) •Boeing, Dell, Nortel Networks, Fed Ex, and the U.S. Coast Guard: Various senior leadership positions •Bachelor of Science in Computer Science and Engineering: University of Texas •Master of Business Administration: University of Texas, Dallas Contributions to the Board Mr. Johnson brings over 25 years of experience in digital transformation, cybersecurity, strategic planning, and global operations, contributing significant expertise in technology, artificial intelligence, digital innovation, and process‑improvement disciplines—strengthened by leadership roles at major global retailers and technology‑driven organizations, which the Board values as we execute our omnichannel strategy, enhance our technology capabilities, and increase productivity from our assets. | | | | | | Key Skills | | | | | | | Artificial Intelligence | | | | | | | Cybersecurity & Data Privacy | | | | | | | Digital/eCommerce | | | | | | | Process Improvement | | | | | | | Technology | | | | | | | | The Board selected Mr. Johnson to serve as a director based on his extensive executive leadership experience and his deep expertise across technology‑driven disciplines, including artificial intelligence, cybersecurity & data privacy, digital/eCommerce, process‑improvement, and technology, as well as his significant experience within the retail industry. | | |

  28. Class II Directors

    | Academy Sports and Outdoors, Inc. - 2026 Proxy Statement | 23 |

  29. Class II Directors

    | | | | | | | | | | | Theresa Palermo Independent Director | | | | | | | Director Since: July 2022 | Board Class: II | Age: 50 | | | | | Committee Memberships •Nominating & Governance since July 2022 Experience and Qualifications •Magnolia: Chief Marketing Officer (July 2024 - present); Chief Growth Officer (February 2026 - present) •Signet Jewelers: Senior Vice President, Connected Commerce and Marketing (October 2019 - July 2024) •Neiman Marcus: Senior Vice President, Marketing (September 2017 - October 2019) •Vera Bradley: Executive Vice President and Chief Marketing Officer (June 2015 - August 2017) •Fossil Group, Collective Brands, The Timberland Company, Polaroid, and United Communications Group: Senior positions and roles (January 1997 - 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 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. | | | | | | Key Skills | | | | | | | Customer Loyalty | | | | | | | Digital/eCommerce | | | | | | | Marketing | | | | | | | Strategic Planning | | | | | | | Technology | | | | | | | | The Board selected Ms. Palermo to serve as a director because of her executive leadership and management experience related to the retail industry, which includes customer loyalty, digital/eCommerce, marketing, strategic planning, and technology skills. | | |

  30. Class II Directors

    | 24 | Academy Sports and Outdoors, Inc. - 2026 Proxy Statement |

  31. Class II Directors

    | | | | | | | | | | | Monique Picou Independent Director | | | | | | | Director Since: March 2024 | Board Class: II | Age: 59 | | | | | Committee Memberships •Nominating & Governance since June 2025 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 - April 2023) •Sam’s Club: Senior Vice President, Sam's Club Chief Strategy and Supply Chain Officer (March 2020 - February 2021); Senior Vice President Supply Chain Flow (February 2019 - February 2020) •Walmart: Vice President, Supply Chain (August 2018 - January 2019) •Voyant Beauty: Chief Operating Officer (August 2017 - August 2018) •Procter & Gamble: Senior leadership positions including Senior Vice President - Product Supply Global Health Care (December 2016 - August 2017) •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. | | | | | | Key Skills | | | | | | | Process Improvement | | | | | | | Sourcing/Manufacturing | | | | | | | Store Operations | | | | | | | Strategic Planning | | | | | | | Supply Chain/Logistics | | | | | | | | The Board selected Mrs. Picou because of her process improvement, sourcing/manufacturing, store operations, strategic planning, and supply chain/logistics, and engineering skills, and her experience at technology, retail, and manufacturing companies. | | |

  32. Class II Directors

    | Academy Sports and Outdoors, Inc. - 2026 Proxy Statement | 25 |

  33. Compensation of Directors

    Compensation of Directors Under the Company’s Non-Employee Director Compensation Policy, a copy of which is filed as Exhibit 10.47 to the Annual Report (the “Non-Employee Director Compensation Policy”), non-employee directors receive the following compensation (note: references to non-employee directors mean our directors who are not currently employed by the Company). •an annual cash retainer of $100,000, which is payable each fiscal quarter in arrears in installments of $25,000. •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: $45,000; ◦Audit Committee Chair: $35,000; ◦Compensation Committee Chair: $30,000; and ◦Nominating and Governance Committee Chair: $25,000. 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 $170,000 (or, for the Chairman of the Board an annualized grant value totaling $295,000) 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

  34. Compensation of Directors

    | 42 | Academy Sports and Outdoors, Inc. - 2026 Proxy Statement |

  35. Compensation of Directors

    earliest of (i) the first anniversary of the date of grant or, if earlier, 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 2025; specifically, Mses. Beck, Hennessy, Palermo, Picou, Raff, and Messrs. Hicks, Boatwright, Dastugue, Johnson, Marley, Nealon, Turner and Tweedy. Mr. Lawrence, our Chief Executive Officer, does not receive any additional compensation for his services as a director, and his compensation is disclosed in the Compensation Discussion and Analysis and related executive compensation tables.

  36. Director Compensation Table for 2025

    Director Compensation Table for 2025

  37. Director Compensation Table for 2025

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Total ($) | | Wendy Beck | 123,310 | 169,988 | 293,298 | | Scott Boatwright(4) | 25,549 | 169,988 | 195,537 | | Michael Dastugue(6) | 17,033 | 86,626 | 103,659 | | Shannon Hennessy(6) | 17,033 | 86,626 | 103,659 | | Ken Hicks | 175,000 | 294,971 | 469,971 | | Clay Johnson(6) | 17,033 | 86,626 | 103,659 | | Brian Marley | 133,310 | 169,988 | 303,298 | | Tom Nealon | 143,310 | 169,988 | 313,298 | | Theresa Palermo | 100,000 | 169,988 | 269,988 | | Monique Picou | 100,000 | 169,988 | 269,988 | | Beryl Raff | 128,310 | 169,988 | 298,298 | | Chris Turner(5) | 62,088 | 169,988 | 232,076 | | Jeff Tweedy | 100,000 | 169,988 | 269,988 |

  38. Director Compensation Table for 2025

    1.Amounts reflect the aggregate amount of cash retainers earned during 2025. The amounts for Ms. Hennessy and Messrs. Boatwright, Dastugue, Johnson, and Turner reflect a prorated amount since their service as a director was for a partial fiscal year.

  39. Director Compensation Table for 2025

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  40. Director Compensation Table for 2025

    2.Amounts reflect the full grant-date fair value of RSUs granted during 2025 computed in accordance with ASC Topic 718, excluding the effect of estimated forfeitures. See Notes 2, Summary of Significant Accounting Policies, and 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 2025 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.Mr. Boatwright resigned from the Board, effective May 5, 2025. 5.Mr. Turner resigned from the Board, effective September 16, 2025. 6.Ms. Hennessy and Messrs. Dastugue and Johnson joined the Board effective December 1, 2025. As of January 31, 2026, each of the above-named individuals held the following number of RSUs:

  41. Director Compensation Table for 2025

    | Name | Number of RSUs Outstanding | | Wendy Beck | 3,932 | | Scott Boatwright(1) | 0 | | Michael Dastugue(3) | 1,825 | | Shannon Hennessy(3) | 1,825 | | Ken Hicks | 6,823 | | Clay Johnson(3) | 1,825 | | Brian Marley | 3,932 | | Tom Nealon | 3,932 | | Theresa Palermo | 3,932 | | Monique Picou | 3,932 | | Beryl Raff | 3,932 | | Chris Turner(2) | 0 | | Jeff Tweedy | 3,932 |

  42. Director Compensation Table for 2025

    1.Mr. Boatwright resigned from the Board, effective May 5, 2025, and forfeited his unvested RSUs at such date. 2.Mr. Turner resigned from the Board, effective September 16, 2025, and forfeited his unvested RSUs at such date. 3.Ms. Hennessy and Messrs. Dastugue and Johnson joined the Board effective December 1, 2025.and received pro-rata equity awards. 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 2025, 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 an increase in the annual equity award fair market value from $160,000 to $170,000, as well as an increase in the annual cash retainer amounts for each of the Committee Chair positions as well as the Lead Director in the amount of $5,000 each, effective in June of 2025. 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 base annual cash retainer, not inclusive of any additional fees. The Stock Ownership Guidelines allow covered directors 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;

  43. Director Compensation Table for 2025

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  44. Director Compensation Table for 2025

    •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.

  45. Director Compensation Table for 2025

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  46. Director Compensation Table for 2025

    | PROPOSAL TWO |

  47. Annual Cash Incentives

    Annual Cash Incentives •In 2025, we achieved the following financial annual incentive metrics results: ◦94.0% of target Company Adjusted EBIT (“Adj. EBIT”), and ◦95.2% of target Company net sales. •The NEOs earned 75.7% of their total annual target bonus opportunity under the 2025 Executive Team Bonus Plan (“Executive Bonus Plan”), based on these results and achievement of individual performance strategic initiative goals.

  48. Long-Term Equity Incentives

    Long-Term Equity Incentives •The Committee approved annual long-term equity incentive awards in March 2025 for the NEOs with the total target grant value allocated across a mix of 50% performance-based and 50% time-based Restricted Stock Units (“RSUs”). The same performance metrics as used in fiscal 2024 were applied to the fiscal 2025 grants measured cumulatively and vesting after three fiscal years (fiscal 2026 to 2028): ◦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.

  49. 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. |

  50. Elements of 2025 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 and positively 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 |

  51. Other NEO Pay Mix (Average)

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

  52. Other NEO Pay Mix (Average)

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

  53. 2025 Executive Team Bonus Plan

    2025 Executive Team Bonus Plan

  54. 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.

  55. Target Opportunities

    Target Opportunities Target bonus opportunities are expressed as a percentage of each NEO’s annual base salary. For fiscal 2025, each NEO’s target bonus opportunity remained unchanged from the end of fiscal 2024: 175% for Mr. Lawrence, 140% for Mr. Johnson, and 120% for each of Messrs. Ford, and McCabe.

  56. Performance Metrics

    Performance Metrics During first quarter 2025, 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 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. The Company performance metrics represent 90% of each NEO’s total annual bonus opportunity under the Executive Bonus Plan. For 2025, the Committee approved Adj. EBIT (45%) and Net Sales (45%) as the two Company performance metrics. 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 both metrics, the Committee set performance targets above prior‑year results to reinforce a pay‑for‑performance philosophy and ensure continued progress against our strategic objectives.

  57. Performance Metrics

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  58. Performance Metrics

    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. The individual performance metric represents the remaining 10% of each NEO’s annual bonus opportunity. The individual performance metric goals consisted of key merchandising, marketing, leadership, financial, and operational objectives that 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 results achieved and the NEO’s demonstration of our values – Customer focus and service, Excellence in all we do, Responsible leadership, Initiative with urgency, Students of the business, Integrity always, and Positive impact on our communities. In March 2025, Mr. Lawrence, in his role as CEO, recommended individual performance goals for the NEOs other than himself to the Committee for its approval. The Committee set Mr. Lawrence’s individual performance goals.

  59. Achievement of Performance Goals

    Achievement of Performance Goals

  60. 2025 Executive Bonus Plan Company Performance Results

    2025 Executive Bonus Plan Company Performance Results The following table summarizes the 2025 Executive Bonus Plan Company performance results:

  61. 2025 Executive Bonus Plan Company Performance Results

    | Company Performance (weighted 90%) | | | Level of Achievement | | | | | | Metrics | | Threshold | Target | Maximum | Achievement | | | Adj. EBIT* (45%) | Goal (in millions) | $537.63 | $632.50 | $727.38 | $594.74 | | | | Goal as % of Target (%) | 85.0 | 100.0 | 115.0 | 94.0 | | | | Payout as % of Target (%) | 50.0 | 100.0 | 200.0 | 80.1 | | | Net Sales (45%) | Goal (in billions) | $5.91 | $6.36 | $6.67 | $6.05 | | | | Goal as % of Target (%) | 93.0 | 100.0 | 105.0 | 95.2 | | | | Payout as % of Target (%) | 50.0 | 100.0 | 200.0 | 66.0 |

  62. 2025 Executive Bonus Plan Company Performance Results

    *Adj. EBIT is a non-GAAP financial measure. See “Annex A - Reconciliations of GAAP to Non-GAAP Financial Measures” below for reconciliations of non-GAAP financial measures used in this Proxy Statement to their most directly comparable GAAP financial measures. In calculating the Company’s 2025 Adj. EBIT for Executive Bonus Plan purposes, the Committee further adjusted the results to exclude private brand tariff expenses that exceeded planned tariff costs for the year. The Committee determined that this adjustment was appropriate in light of unanticipated and extraordinary macroeconomic effects of the tariffs during the year. This adjustment did not cause the Adj. EBIT results to move from below‑threshold to above‑threshold performance.

  63. 2025 Executive Bonus Plan Company Performance Results

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  64. 2025 Executive Bonus Plan Individual Performance Results

    2025 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 2025 results taken into account in determining individual performance results for the NEOs.

  65. 2025 Executive Bonus Plan Individual Performance Results

    | Name & Position | 2025 Individual Performance Attainment | 2025 Individual Performance Results | | Steve Lawrence CEO | Achieved target | •Under his leadership, the Company: ◦Delivered top line sales growth of 2% and a 90bp gross margin increase over prior year. ◦Aggressively mitigated much of the Company’s substantial unplanned expense due to regulatory changes. ◦Successfully oversaw the opening of 24 stores, a 50% increase in new locations to prior year, which in aggregate generated $143 million in additional 2025 sales for the Company. ◦Oversaw a 13.6% increase in Academy.com sales year-over-year and grew net sales penetration by 120bp, driven largely by a focus on site experience. ◦Returned $234 million to stockholders through share repurchases and dividends, inclusive of raising the quarterly dividend to $0.13 cents or up ~18% versus prior year. ◦Launched Jordan Brand in 145 locations and expanded key categories out to all locations. ◦Fell short of expectations for top line profit which was materially impacted by significant unplanned regulatory changes. | | Sam Johnson President | Achieved target | •Successfully oversaw the opening of 24 stores, a 50% increase in new locations to prior year, which in aggregate generated $143 million in additional 2025 sales for the Company. •Increased our overall customer service scores by 210bp versus prior year. •Reduced supply chain expense 9% to prior year and 7% to plan, while improving overall productivity by 2%. | | Carl Ford EVP and CFO | Achieved target | •Aggressively mitigated much of the Company’s substantial unplanned expense due to regulatory changes. •Returned $234 million to stockholders through share repurchases and dividends, inclusive of raising the quarterly dividend to $0.13 cents or up ~18% versus prior year. •Delivered capital expense spend 14% below plan. | | Matt McCabe EVP and CMO | Achieved target | •Delivered top line sales growth of 2% and a 90bp gross margin increase over prior year. •Aggressively mitigated much of the Company’s substantial unplanned expense due to regulatory changes. •Launched Jordan Brand in 145 locations and expanded key categories out to all locations. •Improved inventory in-stocks ~500bp to prior year. |

  66. 2025 Executive Bonus Plan Individual Performance Results

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  67. 2025 Bonuses Earned

    2025 Bonuses Earned The following table summarizes the 2025 bonuses earned under the 2025 Executive Bonus Plan based on actual performance, as compared to the target opportunity, for each of our NEOs:

  68. 2025 Bonuses Earned

    | Name | 2025 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 | 1,085,000 | 175 | 1,898,750 | 65.7 | 10.0 | 75.7 | 1,438,155 | | Sam Johnson | 865,000 | 140 | 1,211,000 | 65.7 | 10.0 | 75.7 | 917,238 | | Carl Ford | 550,000 | 120 | 660,000 | 65.7 | 10.0 | 75.7 | 499,899 | | Matt McCabe | 550,000 | 120 | 660,000 | 65.7 | 10.0 | 75.7 | 499,899 |

  69. 2025 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. The percentages were rounded to the nearest tenth of a percent in the “2025 Bonuses Earned” table for presentation purposes. 2.Bonus payments under the Bonus Plan were calculated by multiplying the NEO’s “2025 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.

  70. Long-Term Equity Incentive Compensation

    Long-Term Equity Incentive Compensation

  71. 2025 Equity Incentive Awards

    2025 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 2025, the Committee, in consultation with Committee’s executive compensation consultant, FW Cook, and after a review of market practices, determined the equity program design, which generally remained the same as in 2024: •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 2025 to fiscal 2027. These metrics were selected by the Committee because of their alignment to our long-range strategic plans and long-term stockholder interests. If the metric achievement is 115% or more of the target metric goal, then 200% of the RSUs granted for the metric will be earned. If the metric achievement is 85% of the target metric goal, then 50% of the granted RSUs will be earned. If the metric achievement is between 115% and 85%, then we use linear interpolation to determine the number of RSUs earned. RSUs earned are rounded down to the nearest whole unit. No RSUs 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.

  72. 2025 Equity Incentive Awards

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  73. 2025 Equity Incentive Awards

    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 25, 2025, the Company granted the following performance-based and time-based RSUs to our NEOs.

  74. 2025 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 | 69,958 | 3,499,999 | 69,958 | 3,499,999 | | Sam Johnson | 29,982 | 1,499,999 | 29,982 | 1,499,999 | | Carl Ford | 9,994 | 500,000 | 9,994 | 500,000 | | Matt McCabe | 9,994 | 500,000 | 9,994 | 500,000 |

  75. 2025 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 2025, 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.

  76. Achievement for 2022 and 2023 Performance-based RSUs

    Achievement for 2022 and 2023 Performance-based RSUs

  77. 2022 Performance-based RSUs

    2022 Performance-based RSUs In fiscal 2022, the NEOs were awarded performance-based RSUs with the following metrics: •A one-year (fiscal 2022) Adjusted EBIT $ goal, and •If the Adjusted EBIT goal was not fully achieved, any remaining portion of the award could still be earned if, at the end of the four‑year vesting period, which ended on January 30, 2026, the Committee determined the Company’s 20 trading-day average stock price was at or above $52.40. In fiscal 2022, the Company achieved $889M or 98.7% of the 2022 Adjusted EBIT $ goal of $900M. Based on the 98.7% of target achievement, 93.7% of the 2022 performance-based RSUs were earned and vested per the award agreement. Approximately 6.3% of the RSUs were not earned and were eligible to be earned based on the stock price metric. As of January 30, 2026, the Committee determined the Company’s 20 trading-day average stock price was $56.09, exceeding the target price of $52.40, thus the remaining outstanding unvested 2022 performance-based RSUs were earned.

  78. 2023 Performance-based RSUs

    2023 Performance-based RSUs In fiscal 2023, each of the NEOs were awarded performance-based RSUs with the following metrics, each metric measured over a cumulative three fiscal year period ended January 31, 2026: •Adjusted Pre-Tax Income (weighted at 75%), and •ROIC (weighted at 25%). For the 2023 performance-based RSUs, the Company achieved: •62.8% of the Adjusted Pre-Tax Income goal, and •78.6% of the ROIC goal.

  79. 2023 Performance-based RSUs

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  80. 2023 Performance-based RSUs

    Since the achievement for both metrics fell below the threshold of 85% of goal, the Committee determined that no RSUs were earned, and the 2023 performance-based RSUs were forfeited. While disappointing, this outcome reflects our pay‑for‑performance philosophy—executives receive no value when performance does not meet minimum expectations.

  81. Looking Ahead - Changes Impacting the 2026 Executive Team Bonus and 2026 Annual Equity Incentive Awards

    Looking Ahead - Changes Impacting the 2026 Executive Team Bonus and 2026 Annual Equity Incentive Awards In early 2026, following a comprehensive review of our short- and long‑term incentive plans in consultation with FW Cook, the Committee adjusted both programs for our NEOs. The Committee updated the Company’s incentive plans to drive the achievement of key financial and strategic objectives and address increased volatility and anticipated uncertainty expected in the coming years. The changes are intended to provide goals that remain challenging yet achievable, appropriately reward performance, discourage excessive risk‑taking, and maintain strong alignment between executive and stockholder interests. The adjustments were as follows: •2026 Executive Team Bonus ◦Replaced the 10% individual performance metric with a 20% strategic initiative team metric (reducing both the Adj. EBIT and Net Sales weights to 40% each). This change reflects the Company’s increased emphasis on advancing key strategic initiatives that support our long‑term strategy and long‑range business objectives. These initiatives represent critical, enterprise‑level priorities that may not be fully captured or rewarded through the financial performance portion of the annual bonus. By shifting to a team‑based strategic initiative metric with a higher weighting, the 2026 Executive Team Bonus Plan more effectively incentivizes collaboration, aligns rewards with progress on high‑impact priorities, and helps to ensure meaningful recognition of efforts that drive long‑term value creation. ◦Adjusted the payout range for the Adj. EBIT performance metric for a threshold payout of 25% of target if Adj. EBIT achievement is 80% while increasing the performance level required to achieve a 200% payout from 115% to 120% of target. •2026 Performance-based RSUs ◦Added Adjusted Free Cash Flow as a new metric, weighted at 25% of the award. To accommodate this addition, the weighting of Adjusted Pre‑Tax Income was reduced from 75% to 50%. These changes were made to better align the incentive plan with our long‑range financial priorities, particularly the importance of driving strong and sustainable cash flow generation. ◦The three‑year cumulative target for the Adjusted Pre-Tax Income, Adjusted Free Cash Flow and ROIC metrics is built from a fixed goal established for the first year of the performance period. The goals for the second and third fiscal year of the performance period are then set as a defined percentage increase over the prior year’s actual results for the same metric, all set at the time of grant. This structure ensures that performance expectations remain both rigorous and responsive to actual business results, while maintaining a clear, formula‑based approach to setting multi‑year performance goals. ◦Adjusted the payout range for a threshold payout of 25% of the target RSUs granted if performance results achieve 80% of targeted performance goals while increasing the performance level required to achieve a 200% payout from 115% to 120% of the targeted performance goals.

  82. Looking Ahead - Changes Impacting the 2026 Executive Team Bonus and 2026 Annual Equity Incentive Awards

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  83. 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.

  84. 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 2025, 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 2025, 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 the compensation benchmarking peer group and market data reviewed 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.

  85. Role of Compensation Consultant

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  86. 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 to the competitive market, the Committee reviews and considers the compensation levels and practices of a group of comparable retail companies. In August 2024, 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 2025 for purposes of understanding the competitive market (“2025 Peer Group”): •American Eagle •Bath & Body Works •Burlington Stores •Caleres •Carter’s •Designer Brands •DICK’s Sporting Goods •Five Below •Foot Locker •Hibbett •Ross Stores •Sally Beauty Holdings •Signet Jewelers •The Gap •Tractor Supply Company •Ulta Beauty •Urban Outfitters •Williams-Sonoma The companies in the 2025 Peer Group were selected using the following criteria: •Appropriate revenue size; •Companies primarily in the retail business; •Similar business model and/or products; and •Companies that compete with us for executive talent. Based on the criteria established for inclusion, the Committee determined no changes were needed to the 2025 Peer Group from 2024. The 2025 Peer Group was used by the Committee during 2025 as a reference for understanding the compensation practices of companies in our sector. To analyze the compensation practices of the companies in our 2025 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.

  87. Employment Agreements

    Employment Agreements We have entered into employment agreements with each of our NEOs 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 2025, see “Employment Agreements with NEOs.”

  88. 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.

  89. 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.

  90. Equity Grant Practices

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  91. Summary Compensation Table

    Summary Compensation Table The following table summarizes the compensation of our NEOs for 2025, 2024, and 2023.

  92. 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 | 2025 | 1,080,288 | 6,999,998 | — | 1,438,155 | 41,688 | 9,560,129 | | | 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 | | Sam Johnson President | 2025 | 861,635 | 2,999,998 | — | 917,238 | 35,347 | 4,814,218 | | | 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 | | Carl Ford EVP, CFO | 2025 | 546,635 | 1,000,000 | — | 499,899 | 21,200 | 2,067,734 | | | 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 | 2025 | 546,635 | 1,000,000 | — | 499,899 | 21,196 | 2,067,730 | | | 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 |

  93. 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 time- and performance-based 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 2025 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 performance-based RSUs for each of the NEOs would be as follows: Mr. Lawrence $6,999,998, Mr. Johnson $2,999,998, Messrs. Ford and McCabe $1,000,000 each. The valuation assumptions used in determining such amounts are described in Notes 2, Summary of Significant Accounting Policies, and 8, Share-Based Compensation to our audited consolidated financial statements included in our Annual Report for 2025. 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 Notes 2, Summary of Significant Accounting and 8, Share-Based Compensation to our audited consolidated financial statements included in our Annual Report for 2025. No Options were granted in 2025 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 2025:

  94. Summary Compensation Table

    | Name | Financial Planning Services ($) | Executive Physical ($) | 401(k) Plan Employer Matching Contribution ($) | Total All Other Compensation ($) | | Steve Lawrence | 12,000 | 2,150 | 27,538 | 41,688 | | Sam Johnson | 12,000 | 2,150 | 21,197 | 35,347 | | Carl Ford(a) | — | — | 21,200 | 21,200 | | Matt McCabe(a) | — | — | 21,196 | 21,196 |

  95. Summary Compensation Table

    a.Messrs. Ford and McCabe each received perquisites and personal benefits during 2025 valued at less than $10,000.

  96. Summary Compensation Table

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  97. Grants of Plan Based Awards in 2025

    Grants of Plan Based Awards in 2025 The following table provides information with regard to 2025 grants to the NEOs under any incentive plan during 2025. For additional information regarding non-equity incentive plan awards, please see “2025 Executive Team Bonus Plan.” For additional information regarding equity incentive plan awards, please see “Long-Term Equity Incentive Compensation.”

  98. Grants of Plan Based Awards in 2025

    | | | | 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 | — | 949,375 | 1,898,750 | 3,797,500 | — | — | — | — | — | — | — | | | Performance RSUs | 3/25/2025 | — | — | — | 34,979 | 69,958 | 139,916 | — | — | — | 3,499,999 | | | Time RSUs | 3/25/2025 | — | — | — | — | — | — | 69,958 | — | — | 3,499,999 | | Sam Johnson | Annual Bonus | — | 605,500 | 1,211,000 | 2,422,000 | — | — | — | — | — | — | — | | | Performance RSUs | 3/25/2025 | — | — | — | 14,991 | 29,982 | 59,964 | — | — | — | 1,499,999 | | | Time RSUs | 3/25/2025 | — | — | — | — | — | — | 29,982 | — | — | 1,499,999 | | Carl Ford | Annual Bonus | — | 330,000 | 660,000 | 1,320,000 | — | — | — | — | — | — | — | | | Performance RSUs | 3/25/2025 | — | — | — | 4,997 | 9,994 | 19,988 | — | — | — | 500,000 | | | Time RSUs | 3/25/2025 | — | — | — | — | — | — | 9,994 | — | — | 500,000 | | Matt McCabe | Annual Bonus | — | 330,000 | 660,000 | 1,320,000 | — | — | — | — | — | — | — | | | Performance RSUs | 3/25/2025 | — | — | — | 4,997 | 9,994 | 19,988 | — | — | — | 500,000 | | | Time RSUs | 3/25/2025 | — | — | — | — | — | — | 9,994 | — | — | 500,000 |

  99. Grants of Plan Based Awards in 2025

    1.Amounts in the “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” column relate to amounts payable to each NEO with respect to 2025 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 “2025 Executive Team Bonus Plan” in the Compensation Discussion and Analysis. 2.The vesting schedule applicable to each time-based RSU and performance-based RSU award is set forth in notes 11 and 13 to the “Outstanding Equity Awards at 2025 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 2025, 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 Notes 2, Summary of Significant Accounting Policies, and 8, Share-Based Compensation to our audited consolidated financial statements included in our Annual Report. 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.

  100. Grants of Plan Based Awards in 2025

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  101. Outstanding Equity Awards at 2025 Fiscal Year End

    Outstanding Equity Awards at 2025 Fiscal Year End The following table provides information with regard to the outstanding equity awards held by each NEO on January 31, 2026.

  102. Outstanding Equity Awards at 2025 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 | 56,843 | — | — | 26.99 | 3/31/2031 | — | — | — | — | | | 3/30/2022(7) | — | — | — | — | — | 540 | 29,705 | — | — | | | 3/30/2022(8) | 30,521 | 10,174 | — | 39.17 | 3/30/2032 | — | — | — | — | | | 3/21/2023(9) | 8,352 | 4,177 | — | 64.67 | 3/21/2033 | — | — | — | — | | | 3/21/2023(10) | — | — | — | — | — | 1,933 | 106,334 | — | — | | | 6/9/2023(9) | 40,128 | 20,064 | — | 50.42 | 6/9/2033 | — | — | — | — | | | 6/9/2023(10) | — | — | — | — | — | 9,917 | 545,534 | — | — | | | 3/26/2024(11) | — | — | — | — | — | — | — | 24,816 | 1,365,128 | | | 3/26/2024(10) | — | — | — | — | — | 33,089 | 1,820,226 | — | — | | | 3/25/2025(12) | — | — | — | — | — | — | — | 69,958 | 3,848,390 | | | 3/25/2025(10) | — | — | — | — | — | 69,958 | 3,848,390 | — | — | | Sam Johnson | 3/31/2021 | 25,580 | — | — | 26.99 | 3/31/2031 | — | — | — | — | | | 3/30/2022(7) | — | — | — | — | — | 540 | 29,705 | — | — | | | 3/30/2022(8) | 30,521 | 10,174 | — | 39.17 | 3/30/2032 | — | — | — | — | | | 3/21/2023(9) | 8,352 | 4,177 | — | 64.67 | 3/21/2033 | — | — | — | — | | | 3/21/2023(10) | — | — | — | — | — | 1,933 | 106,334 | — | — | | | 6/9/2023(9) | 3,344 | 1,672 | — | 50.42 | 6/9/2033 | — | — | — | — | | | 6/9/2023(10) | — | — | — | — | — | 827 | 45,493 | — | — | | | 12/5/2023(9) | 6,561 | 3,281 | — | 54.61 | 12/5/2033 | — | — | — | — | | | 12/5/2023(10) | — | — | — | — | — | 1,526 | 83,945 | — | — | | | 3/26/2024(11) | — | — | — | — | — | — | — | 11,453 | 630,030 | | | 3/26/2024(10) | — | — | — | — | — | 15,272 | 840,113 | — | — | | | 3/25/2025(12) | — | — | — | — | — | — | — | 29,982 | 1,649,310 | | | 3/25/2025(10) | — | — | — | — | — | 29,982 | 1,649,310 | — | — |

  103. Outstanding Equity Awards at 2025 Fiscal Year End

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  104. Outstanding Equity Awards at 2025 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) | | Carl Ford | 3/31/2021 | 11,368 | — | — | 26.99 | 3/31/2031 | — | — | — | — | | | 3/30/2022(7) | — | — | — | — | — | 135 | 7,426 | — | — | | | 3/30/2022(8) | 7,629 | 2,544 | — | 39.17 | 3/30/2032 | — | — | — | — | | | 3/21/2023(10) | — | — | — | — | — | 1,289 | 70,908 | — | — | | | 9/6/2023(9) | 6,558 | 3,280 | — | 51.40 | 9/6/2033 | — | — | — | — | | | 9/6/2023(10) | — | — | — | — | — | 1,621 | 89,171 | — | — | | | 3/26/2024(11) | — | — | — | — | — | — | — | 4,772 | 262,508 | | | 3/26/2024(10) | — | — | — | — | — | 6,363 | 350,029 | — | — | | | 3/25/2025(12) | — | — | — | — | — | — | — | 9,994 | 549,770 | | | 3/25/2025(10) | — | — | — | — | — | 9,994 | 549,770 | — | — | | Matt McCabe | 3/31/2021 | 11,368 | — | — | 26.99 | 3/31/2031 | — | — | — | — | | | 3/30/2022(7) | — | — | — | — | — | 135 | 7,426 | — | — | | | 3/30/2022(8) | 7,629 | 2,544 | — | 39.17 | 3/30/2032 | — | — | — | — | | | 3/21/2023(10) | — | — | — | — | — | 1,289 | 70,908 | — | — | | | 9/6/2023(9) | 6,558 | 3,280 | — | 51.40 | 9/6/2033 | — | — | — | — | | | 9/6/2023(10) | — | — | — | — | — | 1,621 | 89,171 | — | — | | | 3/26/2024(11) | — | — | — | — | — | — | — | 4,772 | 262,508 | | | 3/26/2024(10) | — | — | — | — | — | 6,363 | 350,029 | — | — | | | 3/25/2025(12) | — | — | — | — | — | — | — | 9,994 | 549,770 | | | 3/25/2025(10) | — | — | — | — | — | 9,994 | 549,770 | — | — |

  105. Outstanding Equity Awards at 2025 Fiscal Year End

    1.The numbers in this column represent vested Options outstanding as of January 31, 2026. 2.The numbers in this column represent unvested Options outstanding as of January 31, 2026. 3.The expiration date for each of the Options is the date that is ten years after the 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 January 31, 2026. 5.Amounts reported are based on $55.01, which was the closing price of our common stock on January 30, 2026, the last trading day before the end of our 2025 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 January 31, 2026. 7.Reflects outstanding performance-based RSUs that had not become Earned RSUs as of January 31, 2026. In March 2026, the Committee determined that the twenty (20) trading-day average fair market value of a share of common stock as of January 30, 2026 exceeded the specified target share price, therefore these RSUs became vested Earned RSUs. 8.The Options vest as follows: 25% become vested and exercisable on each anniversary of the grant date, subject to the NEO’s continued service through the applicable vesting date.

  106. Outstanding Equity Awards at 2025 Fiscal Year End

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  107. Outstanding Equity Awards at 2025 Fiscal Year End

    9.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. 10.These 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. 11.Reflects 50% (threshold performance) 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. 12.Reflects 100% (target performance) of the 2025 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.

  108. Option Exercises and Stock Awards Vested

    Option Exercises and Stock Awards Vested The following table provides information on RSU awards that vested during the 2025 fiscal year which ended January 31, 2026. None of the NEOs exercised any Option awards during fiscal 2025.

  109. 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 | — | — | 30,385 | 1,451,163 | | Sam Johnson | — | — | 13,911 | 688,083 | | Carl Ford | — | — | 6,589 | 325,899 | | Matt McCabe | — | — | 10,314 | 462,868 |

  110. 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 RSUs that vested. 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.

  111. Option Exercises and Stock Awards Vested

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  112. 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 January 31, 2026, the last business day of our 2025 fiscal year, and based on the closing price of our stock of $55.01, as of the last trading day of our 2025 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 or following a change of control.

  113. 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) | — | — | 3,401,501 | 3,401,501 | | | Pro-Rata Bonus | — | — | 1,082,612 | 1,082,612 | | | COBRA Insurance | — | — | 57,544 | 57,544 | | | Life Insurance | — | — | 540 | 540 | | | Accelerated Vesting: Options | — | 253,250 | — | 253,250 | | | Accelerated Vesting: Performance Restricted Units | — | 6,938,136 | — | 10,489,747 | | | Accelerated Vesting: Time Restricted Units | — | 2,844,732 | — | 6,320,484 | | | Total | — | 10,036,118 | 4,542,197 | 21,605,678 | | Sam Johnson | Cash Severance (Salary and Bonus) | — | — | 2,584,797 | 2,584,797 | | | Pro-Rata Bonus | — | — | 917,238 | 917,238 | | | COBRA Insurance | — | — | 57,544 | 57,544 | | | Life Insurance | — | — | 540 | 540 | | | Accelerated Vesting: Options | — | 170,143 | — | 170,143 | | | Accelerated Vesting: Performance Restricted Units | — | 2,769,148 | — | 4,323,731 | | | Accelerated Vesting: Time Restricted Units | — | 1,205,599 | — | 2,725,195 | | | Total | — | 4,144,890 | 3,560,119 | 10,779,188 |

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

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  115. 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) | — | — | 1,548,098 | 1,548,098 | | | Pro-Rata Bonus | — | — | 499,899 | 499,899 | | | COBRA Insurance | — | — | 37,475 | 37,475 | | | Life Insurance | — | — | — | — | | | Accelerated Vesting: Options | — | 52,138 | — | 52,138 | | | Accelerated Vesting: Performance Restricted Units | — | 1,053,717 | — | 1,609,868 | | | Accelerated Vesting: Time Restricted Units | — | 518,304 | — | 1,059,878 | | | Total | — | 1,624,159 | 2,085,472 | 4,807,356 | | Matt McCabe | Cash Severance (Salary and Bonus) | — | — | 1,539,135 | 1,539,135 | | | Pro-Rata Bonus | — | — | 499,899 | 499,899 | | | COBRA Insurance | — | — | 37,475 | 37,475 | | | Life Insurance | — | — | — | — | | | Accelerated Vesting: Options | — | 52,138 | — | 52,138 | | | Accelerated Vesting: Performance Restricted Units | — | 1,053,717 | — | 1,609,868 | | | Accelerated Vesting: Time Restricted Units | — | 518,304 | — | 1,059,878 | | | Total | — | 1,624,159 | 2,076,509 | 4,798,393 |

  116. 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.

  117. 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.

  118. 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 six fiscal years ended January 31, 2026. 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.

  119. 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) ($) | | 2025 | 9,560,129 | 6,900,969 | — | — | 2,983,227 | 2,265,436 | 264.15 | 167.96 | 376,768 | 6.05 | | 2024 | 8,661,073 | 1,504,404 | — | — | 2,413,830 | 237,350 | 248.53 | 161.84 | 418,447 | 5.93 | | 2023 | 8,627,400 | 11,774,408 | 9,117,082 | 11,619,208 | 2,904,320 | 3,887,928 | 304.08 | 120.71 | 519,190 | 6.16 | | 2022 | — | — | 11,357,804 | 23,085,858 | 2,174,177 | 4,364,899 | 260.73 | 89.14 | 628,001 | 6.40 | | 2021 | — | — | 11,484,293 | 24,288,147 | 3,843,333 | 7,366,023 | 175.16 | 104.59 | 671,381 | 6.77 |

  120. Pay versus Performance

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

  121. Pay versus Performance

    | Fiscal Year | PEO | Non-PEO NEOs | | 2025 | Steve Lawrence | Sam Johnson, Carl Ford, and Matt McCabe | | 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 |

  122. Pay versus Performance

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  123. 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 2025. Equity values are calculated consistent with the methodology used for originally valuing the grants under FASB ASC Topic 718:

  124. Pay versus Performance

    | | 2025 | | | | PEO 1 ($) | Non-PEO NEOs Average ($) | | Summary Compensation Table - Total | 9,560,129 | 2,983,227 | | Less, value of “Stock Awards” reported in Summary Compensation Table | -6,999,998 | -1,666,666 | | Plus, the year-end fair value of outstanding and unvested equity awards granted in the year | 7,038,850 | 1,675,917 | | 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 | -1,696,003 | -473,629 | | 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 | -376,621 | -120,988 | | Less, the fair value at the end of the prior year of equity awards that failed to meet vesting conditions in the year | -625,388 | -132,425 | | Compensation Actually Paid | 6,900,969 | 2,265,436 |

  125. 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 January 30, 2021, which is the date of the Company’s 2020 fiscal year end. 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.

  126. Pay versus Performance

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  127. 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.

  128. Relationship between Compensation Actually Paid and Performance Measures

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  129. Relationship between Compensation Actually Paid and Performance Measures

    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.