DEF 14A of Savers Value Village, Inc.
Filed Apr 21, 2025 · FY20240001883313-25-000019
Director Nominees
Director Nominees In accordance with the Company’s certificate of incorporation and based on the recommendation of our Nominating, Governance & Sustainability Committee, our Board of Directors (the “Board”) is currently comprised of nine directors. The Board is divided into three classes, with each class serving a three-year term beginning and ending in different years than those of the other two classes. Only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Our Board consists of three directors serving as Class I directors; three directors serving as Class II directors; and three directors serving as Class III directors. The terms of the existing Class II directors, Mark Walsh, Robyn Collver, and William T. Allen, expire at the 2025 Annual Meeting. The Board has nominated Mr. Walsh, Ms. Collver and Mr. Allen, as outlined in the table below, to continue serving as Class II directors.
Director Nominees
| Name | Age | Gender | Director Since | Independent | Primary Occupation | Board and Committees Roles | | Mark Walsh | 63 | Male | December 2020 | | Chief Executive Officer of Savers Value Village, Inc. | None | | Robyn Collver | 60 | Female | May 2019 | • | Former Senior Vice President, ESG and Environmental Strategy Adviser at Canadian Tire Corporation, Limited | Chairperson of the Nominating, Governance & Sustainability Committee Member of the Audit Committee | | William T. Allen | 68 | Male | May 2019 | • | Former Chief Executive Officer and Board Chairman of Werner Co., Inc. | Member of the Compensation Committee |
Director Nominees
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Corporate Governance Highlights
Corporate Governance Highlights Savers Value Village is committed to strong corporate governance practices and we believe that they contribute to long-term stockholder value. For additional information on our corporate governance, see the sections under Proposal 1: Election of Class II Directors beginning on p. 4, and Corporate Governance beginning on p. 14.
Governance Best Practices
Governance Best Practices •Independent Board Committees — Audit, Compensation and Nominating, Governance & Sustainability •Committee Charters •Independent Directors Meet Regularly Without Non-Independent Directors •Annual Board and Committee Self-Evaluation Process •Separate Chairperson of the Board and Chief Executive Officer (“CEO”) •No Hedging or Pledging of Company Stock by our Directors or Employees (Team Members) •Board Meetings in Fiscal 2024: 5 •Standard Board Committees — Meetings in Fiscal 2024: Audit: 4, Compensation: 4 and Nominating, Governance & Sustainability: 4 •Board Oversight of Sustainability, Cybersecurity, and Human Capital Management •Director Orientation and Continuing Education
Compensation Highlights
Compensation Highlights The following are some highlights of our executive compensation program. Our executive compensation program has historically been determined by our Board and Compensation Committee. Our fiscal 2024 executive compensation program was structured to: •recruit and retain talented executives through a combination of fixed and variable compensation; •reward performance against our business goals through payment of annual incentive bonuses; and •align interests of management with those of our stockholders through the grant of stock options and RSUs. As a result, our executive compensation program has three primary elements: base salary, annual cash incentives, and long-term equity compensation. We also provide retirement and termination benefits and limited other benefits.
Compensation Highlights
| Key Compensation Element | | Objective and Key Features | | Fixed | Base salary | Provides competitive, fixed cash compensation necessary to attract and retain executives Reflects individual responsibilities, performance, experience, and value in the marketplace | | At Risk | Annual cash incentives | Provides incentive for achieving annual financial goals that reflect our growth | | | Long-term equity compensation | Provides incentive for long-term performance Links compensation earned to the creation of long-term stockholder value Aligns interests of management with those of stockholders Supports retention of key talent |
Compensation Highlights
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Compensation Highlights
Proposal 1: Election of Class II Directors Our Board of Directors (the “Board”) is currently comprised of nine directors and equally divided into three classes. Directors in each class serve for a three-year term beginning and ending in different years than those of the other two classes. The terms of the existing Class II directors, Mark Walsh, Robyn Collver and William T. Allen, expire at the 2025 Annual Meeting. On the recommendation of the Nominating, Governance & Sustainability Committee, the Board has nominated Mark Walsh, Robyn Collver and William T. Allen to stand for election at the 2025 Annual Meeting. If elected, they will hold office until our 2028 Annual Meeting of Stockholders and until their successors are duly elected and qualified.
Nominees for Election
Nominees for Election We believe that our nominees possess the professional and personal qualifications necessary for service on our Board. Each brings expertise, a deep knowledge of our business, and a valuable perspective to support the long-term success of our business. We have highlighted qualifications of our director nominees in the individual biographies below. Please also see Director Qualifications below for additional information about the skills of our directors, how we assess our Board, and how we consider overall Board composition. The Board of Directors unanimously recommends that you vote FOR the election of each of the nominees.
Nominees for Election
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Class II Directors
Class II Directors
Class II Directors
| Mark Walsh AGE: 63 DIRECTOR SINCE: 2020 Chief Executive Officer | Experience and Qualifications: Mark Walsh has been our Chief Executive Officer since October 2019 and a member of our Board since December 2020. After beginning his career at Deloitte Consulting and Pepsico, Mr. Walsh amassed nearly two decades of successful leadership for a wide range of top brands in apparel retailing including J. Crew, Juicy Couture, Prana, Ellen Tracy and Laundry. Prior to joining us, Mr. Walsh served as CEO of Bob’s Stores and Eastern Mountain Sports from 2008 to 2013, prior to returning to the role again from 2015 to May 2017, when the company was renamed Vestis Retail Group. During this period, Mr. Walsh optimized brand and organizational value and retained approximately 400 jobs throughout all stores, as well as managed a Section 363 sale to Versa Capital and subsequent sale to UK-based Sports Direct through a debtor in possession process. Due to these actions, both the Bob’s Stores and Eastern Mountain Sports brands were able to continue operating. Mr. Walsh also served as operating Chairman of Polartec from 2012 to 2014. From May 2017 to October 2019, Mr. Walsh pursued personal interests and was an independent consultant focused on special situations and interim turnaround CEO services. Mr. Walsh holds a B.A. from Brown University and an M.B.A. from The Wharton School at the University of Pennsylvania. Mr. Walsh currently serves as a director of Savers Australia Pty Ltd. |
Class II Directors
| Robyn Collver AGE: 60 DIRECTOR SINCE: 2019 Chairperson of the Nominating, Governance & Sustainability Committee Member of the Audit Committee | Experience and Qualifications: Robyn Collver, a director since May 2019, has over 30 years of executive, senior leadership and professional experience. Ms. Collver held several executive roles with Canadian Tire Corporation, Limited (CTC), a family of businesses that includes a Retail segment, a Financial Services division and CT REIT, from 2002 through 2022, including Senior Vice President, ESG and Environmental Strategy Adviser (January – September 2022); SVP, Regulatory and Chief Sustainability Officer (2019 – January 2022); SVP, Risk and Regulatory Affairs (2015 – 2019); and Secretary and General Counsel (2009 – 2015). Ms. Collver began her career as a lawyer in 1990 in the corporate and securities group at Cassels, Brock & Blackwell LLP, a Toronto, Canada law firm, leaving as a partner in 2002 for a career at CTC. She is the Board Chair of MMBC Recycling Inc. (Recycle BC) and of Multi-Material Stewardship Western Inc. (SK Recycles), where she also sits on the Governance Committee. Ms. Collver previously served on the boards of Stewardship Ontario, the Alzheimer Society of Toronto, and Automotive Materials Stewardship. Ms. Collver holds a Bachelor of Business Administration from Acadia University and a Bachelor of Laws from the University of Toronto. |
Class II Directors
| Savers Value Village, Inc. | 5 | 2025 Proxy Statement |
Class II Directors
| William T. Allen AGE: 68 DIRECTOR SINCE: 2019 Member of the Compensation Committee | Experience and Qualifications: William T. Allen, a director since May 2019, has an extensive 30-year background managing businesses and providing leadership to manufacturing operations requiring operational turnarounds, notably as CEO. Amongst industries Mr. Allen has worked in have included nuclear power, oil/petrochemical, automotive, industrial equipment, steel fabrication and plastic injection molding. Mr. Allen served as a director of Schultze Special Purpose Acquisition Corp. from December 2018 until its business combination with Clever Leaves Holdings Inc. in December 2020. Mr. Allen was, until December 2017, CEO of Werner Co., Inc., a leading manufacturer of industrial climbing products, from August 2007, and President and Chairman of the Board from March 2009, until its sale to Triton Funds in July 2017. Mr. Allen currently serves as a member of the board of directors of AQuity Solutions (formerly Mmodal Inc.), a leading provider of clinical documentation technology solutions to the healthcare market, and Schultze Special Purpose Acquisition Corp. II. From December 2017 until July 2018, Mr. Allen also served as a board member of Rockport, a provider of men’s and women’s footwear, which filed a voluntary petition for reorganization under Chapter 11 in May 2018 and June 2023. He has also held board positions at USI, Arclin, Inc., Constar, Ames Taping Tools, Oriental Trading Company, Hines Nurseries, Inc., Running Aces Harness Park, Wright Line LLC (former CEO), APW Company (former CEO), Chart Industries, Inc. (former CEO) and Millennium Rail, many of which were on behalf of leading alternative investment firms including Ares Management, Black Diamond Capital Management, Oaktree Capital and Crescent Capital Group. In 2012, Mr. Allen received the Pittsburgh Business Times’ Diamond Award as CEO of the Year in the ‘Large for Profit’ category. |
Class II Directors
| Savers Value Village, Inc. | 6 | 2025 Proxy Statement |
Directors Continuing in Office
Directors Continuing in Office
Class III Directors
Class III Directors Our Class III directors, Aina E. Konold, Duane Woods and Kristy Pipes, serve until the Annual Meeting of Stockholders in 2026.
Class III Directors
| Aina E. Konold AGE: 56 DIRECTOR SINCE: 2021 Chairperson of the Audit Committee | Experience and Qualifications: Aina E. Konold has been a director since July 2021. Ms. Konold has 30 years of global retail, strategy, financial management, and operational experience, with a strong track record of driving growth and optimizing and scaling operating models. Since December 2024, Ms. Konold has served as a CFO advisor on the Advisory Board of Astro Information Security, and she also currently serves on the Board and as Audit Chairperson of Form Technologies, a private manufacturer of precision-engineered components, since March 2025. From August 2024 to October 2024, Ms. Konold served as the Chief Financial Officer of PacSun Holdings LLC (PacSun). From December 2019 to August 2024, Ms. Konold was the Chief Financial Officer of BowFlex Inc., a developer and manufacturer of fitness equipment brands, where she led the Finance, Strategy, Business Development, and IT functions. On March 4, 2024, BowFlex Inc. and certain of its subsidiaries filed voluntary Chapter 11 bankruptcy petitions within the U.S. Bankruptcy Court for the District of New Jersey. Prior to BowFlex, Ms. Konold held several executive level positions during her 20-year career with Gap Inc., across financial planning and analysis, controllership, shared services, real estate strategy, and investor relations. From March 2011 until May 2018, she was the founding CFO for Gap Inc. in China, where she led the business through its hyper growth phase and established a scalable business model in a constantly evolving marketplace, particularly in the areas of digital and e-commerce. Ms. Konold holds a B.A. from Stanford University and began her career at PricewaterhouseCoopers. |
Class III Directors
| Duane Woods AGE: 73 DIRECTOR SINCE: 2019 Member of the Compensation Committee Member of the Nominating, Governance & Sustainability Committee | Experience and Qualifications: Duane C. Woods, a director since May 2019, also served as Chief Executive Officer of us or a predecessor from 2017 to October 2019, when he led the company through a strategic business transformation and complex refinance. He previously served as Vice Chairman of the Board and CEO of Foundation Bank, a privately held state chartered bank in Bellevue, Washington, from October 2015 to September 2016. Since 2015, Mr. Woods has served as a director of RoadRunner Recycling, Inc., an innovative provider of commercial recycling and waste services, and previously served as a director of Pacific Continental Corporation, a publicly traded bank headquartered in Eugene, Oregon, from November 2016 to November 2017. Mr. Woods has more than 30 years of experience in various executive management and leadership roles and over 20 years of experience as a successful lawyer and general counsel. Mr. Woods has proven experience in leading large and small dynamic organizations to achieve consistent profitable growth, operational excellence, productivity, customer service, capital management and innovation. |
Class III Directors
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Class III Directors
| Kristy Pipes AGE: 66 DIRECTOR SINCE: 2021 Member of the Nominating, Governance & Sustainability Committee | Experience and Qualifications: Kristy Pipes, a director since July 2021, served until April 2019 as Managing Director and Chief Financial Officer of Deloitte Consulting, a management consultancy firm with operations in the United States, India, Germany, and Mexico, where she managed the finance function. Ms. Pipes held various leadership positions, including serving on the firm’s Management Committee and Consulting Operations Committee. Prior to joining Deloitte in 1999, Ms. Pipes was Vice President and Manager, Finance Division, at Transamerica Life Companies and Senior Vice President and Chief of Staff for the President and Chief Executive Officer (among other senior management positions) at First Interstate Bank of California. Ms. Pipes has also served as a director of AECOM since October 2022, ExlService Holdings, Inc. since January 2021, and on the board of trustees of Public Storage since October 2020. |
Class I Directors
Class I Directors Our Class I directors, Aaron Rosen, Jordan Smith and Susan O’Farrell, serve until the Annual Meeting of Stockholders in 2027.
Class I Directors
| Aaron Rosen AGE: 44 DIRECTOR SINCE: 2019 Chairperson of the Board Chairperson of the Compensation Committee | Experience and Qualifications: Aaron Rosen, a director since April 2019 and the Chairperson of our Board since February 2024, is a Partner, Co-Head of Opportunistic Credit and Co-Portfolio Manager of Special Opportunities in the Ares Credit Group, where he focuses on investing across various Ares fund platforms in the public and private markets. Mr. Rosen serves as a member of the Ares Credit Group’s Opportunistic Credit Investment Committee and the Ares Private Equity Group’s Corporate Opportunities Investment Committee. Prior to joining Ares in December 2018, Mr. Rosen had been a Partner and Director of Research at Archview Investment Group, where he focused on credit and equity investments in the U.S. and internationally. Prior to Archview, Mr. Rosen was a Vice President at Citigroup, where he was a founding member of the Citibank Global Special Situations Group focused on U.S. credit and value equity investment strategies. In addition, Mr. Rosen was a member of Citigroup's Asset-Based Finance group, where he focused on structuring senior secured debt financings for non-investment grade corporate borrowers.He currently serves on the boards of directors of the parent entities of Virgin Voyages, Consolidated Precision Products, Hornbeck Offshore Services, TriMark USA and WHP Global. Mr. Rosen holds a B.S., summa cum laude, from New York University’s Stern School of Business in Finance and Information Systems, where he received the Valedictorian Award. |
Class I Directors
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Class I Directors
| Jordan Smith AGE: 38 DIRECTOR SINCE: 2024 Member of the Compensation Committee Member of the Nominating, Governance & Sustainability Committee | Experience and Qualifications: Jordan Smith, a director since February 2024, is a Partner in the Ares Private Equity Group. Prior to joining Ares in 2011, Mr. Smith was an Analyst at Lazard, where he focused on mergers and acquisitions across various industries. Mr. Smith currently serves on the board of directors for the parent entities of Cooper's Hawk, LaserAway, Virgin Voyages and WHP Global. Mr. Smith previously served on the Board of Directors for the parent entities of DevaCurl, Farrow & Ball, Insight Global and Valet Living. Mr. Smith holds a B.S. with high honors from the Haas School of Business at the University of California, Berkeley. |
Class I Directors
| Susan O'Farrell AGE: 61 DIRECTOR SINCE: 2023 Member of the Audit Committee | Experience and Qualifications: Susan O’Farrell, a director since October 2023, has over 35 years of executive and senior leadership experience. She served as Chief Financial Officer, Principal Accounting Officer and Treasurer at BlueLinx Holdings Inc. (BXC), a wholesale distributor of building and industrial products, from 2014 to 2020. Ms. O'Farrell has been a senior financial executive holding several roles with The Home Depot, a specialty retailer, from 1999 to 2014. Ms. O'Farrell began her career with Andersen Consulting, LLP (now Accenture), leaving as an Associate Partner in 1996 for a strategic information systems role with AGL Resources (now Southern Company Gas). Ms. O'Farrell currently serves on the board of directors and as the Audit Committee Chair of Leslie's, Inc. (LESL), a specialty retailer of pool supplies, since October 2020, and on the board of directors and Audit Committee of National Vision Holdings, Inc. (EYE), an optical retailing company, since February 2024. She also serves on the board of directors of International Women's Forum - Georgia Chapter and previously served on the board of directors of American Trailer World Corp. Ms. O'Farrell is a qualified financial expert and a holder of the CERT Certificate in Cybersecurity Oversight from Carnegie Mellon. Ms. O'Farrell has a B.S. in business administration from Auburn University and completed the Emory Goizueta Executive Leadership Program. |
Class I Directors
| Savers Value Village, Inc. | 9 | 2025 Proxy Statement |
Long-Term Incentive Grant Practices
Long-Term Incentive Grant Practices We generally grant annual equity-based awards in March of each year, in conjunction with our annual compensation review and approval process, although the exact timing may change from year to year. It is our practice to approve these annual equity-based incentive awards with a grant date which falls outside of our quarterly blackout period when trading in our securities is prohibited under our Insider Trading Policy. Equity awards granted to our Board of Directors generally have a grant date that falls on the date of our Annual Meeting of Stockholders. Under our Omnibus Incentive Compensation Plan, the exercise price of stock options is equal to the closing stock price of our common stock during regular trading hours on the grant date, or, if there were no trades on that day, the latest preceding date upon which a trade was reported. The Compensation Committee or its delegate may also consider and approve interim grants at other times of the year for new hires, in connection with promotions, for retention or other purposes from time to time based on business needs, changing compensation practices or other factors. These awards are generally approved on a quarterly basis with a grant date of the fifteenth of the month of approval. It is not our practice to time the disclosure of material non-public information for the purpose of affecting the value of executive compensation. For the 2024 equity grants, no awards were approved within four business days before or one business day after the filing of a Form 10-Q, 10-K, or 8-K disclosing MNPI.
Overview
Cash compensation is paid quarterly in arrears. The annual equity retainer is delivered in time-based restricted stock units (RSUs), which vest on the earlier of the one-year anniversary of the grant date or the next date of the annual meeting of the Company’s stockholders. At a director’s election, the RSUs can be deferred until separation from the Board. Directors are reimbursed for customary expenses for attending Board and Committee meetings.
Director Compensation for Fiscal 2024
Director Compensation for Fiscal 2024
Director Compensation for Fiscal 2024
| Name(1) | Fees Earned or Paid In Cash(2) ($) | Stock Awards(4) ($) | Option Awards(3) ($) | All Other Compensation ($) | Total ($) | | William T. Allen | $80,000 | $129,987 | — | — | $209,987 | | Robyn Collver | 92,000 | 129,987 | — | — | 221,987 | | Aina E. Konold | 105,000 | 129,987 | — | — | 234,987 | | Susan O'Farrell | 76,739 | 129,987 | — | — | 206,726 | | Kristy Pipes | 80,000 | 129,987 | — | — | 209,987 | | Duane Woods | 80,000 | 129,987 | — | — | 209,987 |
Director Compensation for Fiscal 2024
(1)Mr. Walsh did not receive any additional compensation for his service on the Board apart from his compensation as CEO as set forth below in the Summary Compensation Table and so is not included in this table. Our directors who are employed by Ares or its affiliates did not receive compensation from us for their service on the Board and so are not included in this table. (2)The amounts in this column represent annual cash retainers paid to the directors. Although Ms. Collver’s cash compensation was paid in Canadian dollars, the payment due was determined based on the amount of U.S. dollars set forth in this table, and then paid in Canadian dollars using the exchange rate in effect at the time of payment. (3)There were no stock option grants made to directors during fiscal 2024. As of the last day of fiscal 2024, the following non-executive directors held the following number of outstanding stock options: Mr. Allen, 74,060 options; Ms. Collver, 100,516 options; Ms. Konold 64,910 options; Ms. Pipes, 64,910 options; and Mr. Woods, 54,701 options . (4)The amounts in this column reflect the aggregate grant date fair value of RSUs granted during the fiscal year, computed in accordance with FASB ASC 718. The grant date fair value for these units (based on the closing stock price on the grant date) was $13.78 per RSU. For a description of the assumptions used to determine the grant date fair value of our equity awards, see Note 13 to the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for fiscal 2024. As of the last day of fiscal 2024, each of Mr. Allen, Ms. Collver, Ms. Konold, Ms. O’Farrell, Ms. Pipes and Mr. Woods had 9,433 RSUs outstanding. Mses. Collver, Konold, O’Farrell and Pipes, and Mr. Woods, elected to defer settlement of their 9,433 RSUs granted in 2024 until separation from Board service.
Director Compensation for Fiscal 2024
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Director Compensation for Fiscal 2024
Proposal 2: Ratification of Auditor The Audit Committee of our Board of Directors has appointed KPMG LLP (“KPMG”) as our independent registered public accounting firm for the fiscal year ending January 3, 2026. KPMG has been retained as Savers’ independent registered public accounting firm since 2003. Although it is not required to do so, the Board is submitting the Audit Committee’s retention of KPMG as the Company’s independent registered public accounting firm for ratification by stockholders at the meeting to ascertain the view of our stockholders regarding such selection. If our stockholders fail to ratify the selection of KPMG as the independent registered public accounting firm for fiscal 2025, the Audit Committee will reconsider whether to retain the firm. Even if the selection is ratified, the Audit Committee may, in its discretion, direct the appointment of a different independent registered public accounting firm at any time during the year. A representative of KPMG is expected to attend the Annual Meeting and will have the opportunity to make a statement if they wish to do so. The representative will also be available to answer questions from stockholders. The members of the Audit Committee and Board believe that the continued retention of KPMG to serve as the Company’s independent external auditor is in the best interests of the Company and its stockholders.
Introduction
Introduction Each of our NEOs has extensive experience and has an in-depth understanding of our business model and growth strategy. Having a highly engaged senior leadership team with the ability to successfully execute the for-profit thrift business has been critical to our performance. We believe our executive compensation program during fiscal 2024 supported the execution of our business model in the following ways: •recruit and retain talented executives through a combination of fixed and variable compensation; •reward performance against our business goals through payment of annual incentive bonuses; and •align interests of management with those of our stockholders through the grant of stock options and RSUs.
Annual Cash Incentives: Annual Incentive Plan (AIP)
Annual Cash Incentives: Annual Incentive Plan (AIP) The objective of annual cash incentive awards under our AIP is to motivate the performance of our NEOs and other key team members based on annual performance goals established by the Committee while also encouraging engagement and collaboration.
Key Features of Fiscal 2024 AIP
Key Features of Fiscal 2024 AIP •Emphasized execution of our business strategy, with performance results reviewed and approved by the Compensation Committee •200% maximum payout limit applied to all awards
Key Features of Fiscal 2024 AIP
| Metric | Why It’s Included | How It’s Used | | Adjusted EBITDA* | •The adjusted EBITDA measurement removes non-recurring, irregular and one-time items that may distort EBITDA •Represents the company’s financial health and growth, including top-line performance and effective expense management •Highly relevant to our business, well understood, and part of Savers’ broad-based incentive program | •Sole metric in our annual cash incentive program for NEOs |
Key Features of Fiscal 2024 AIP
*Adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) is a non-GAAP metric used in our annual incentive plan. We define Adjusted EBITDA as net income excluding the impact of interest expense, net, income tax expense (benefit), depreciation and amortization, loss on extinguishment of debt, stock-based compensation expense, non-cash occupancy-related costs, lease intangible asset expense, pre-opening expenses, store closing expenses, executive transition costs, transaction costs, dividend-related bonus, loss (gain) on foreign currency, net, and certain other adjustments.
Performance Goals and Payouts for Fiscal 2024 AIP
Performance Goals and Payouts for Fiscal 2024 AIP For fiscal 2024 AIP, the Board and Committee viewed the use of annual cash bonuses as an effective means to compensate the NEOs for achieving annual financial goals. Pursuant to our AIP for fiscal 2024, our NEOs generally were eligible for bonus payments after year-end based on the achievement of financial performance criteria.
Performance Goals and Payouts for Fiscal 2024 AIP
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Performance Goals and Payouts for Fiscal 2024 AIP
The performance metric chosen for the year was Adjusted EBITDA, which our Board believed was an appropriate performance measure for fiscal 2024 to motivate our key executives, including the NEOs, because the metric reflects our growth. Our plan provided for a threshold 10% payout if we achieved 86% of our goal; 100% payout if we achieved 100% of our goal; and a maximum 200% payout if we achieved 120% of our goal. Performance below the threshold would result in no payout. The payout level for fiscal 2024 for each NEO was approximately 10% of bonus target based on our achievement of approximately 86% of the goal under the AIP. Fiscal 2024 AIP Incentive Adjusted EBITDA
Performance Goals and Payouts for Fiscal 2024 AIP
| | Threshold | Target | Maximum | Actual* | | Performance goal | $297,053,148 | $345,410,637 | $414,492,764 | $298,154,397 | | Percentage of target | 86% | 100% | 120% | 86% | | Payout (as a % of target) | 10% | 100% | 200% | 10% |
Performance Goals and Payouts for Fiscal 2024 AIP
*The Adjusted EBITDA result used for purposes of the AIP is different than as reported in the Company’s Annual Report on Form 10-K because we use an internal management reporting rate for constant currency purposes to account for the impact of foreign currency exchange rates in our AIP calculation. Each NEO had a target award opportunity, expressed as a percentage of the individual’s base salary earned during the fiscal year. The Committee approved these individual award opportunities at the beginning of fiscal 2024 based on a variety of factors, including an assessment of overall competitiveness, mix of compensation elements, individual performance and responsibilities, and contractual obligations. Fiscal 2024 AIP Opportunities and Payouts
Performance Goals and Payouts for Fiscal 2024 AIP
| | Target (as a % of Base Salary) (%) | Target ($) | Actual Amount Earned ($) | Actual Amount Earned (as a % of Target) (%) | | Mark Walsh | 100% | $1,000,000 | $100,000 | 10% | | Michael Maher | 75 | 250,666 | 25,067 | 10 | | Jubran Tanious | 75 | 409,303 | 40,930 | 10 | | Richard Medway | 75 | 399,278 | 39,928 | 10 | | Charles Hunsinger | 75 | 315,180 | 31,518 | 10 | | Jay Stasz | 75 | 232,527 | 23,253 | 10 |
Long-Term Equity Incentives
Long-Term Equity Incentives
Fiscal 2024 Grants to Named Executive Officers
Fiscal 2024 Grants to Named Executive Officers In fiscal 2024, the Company continued to make the transition from private-company to public-company compensation programs. As part of this transition, an annual grant process was adopted under which long-term incentives will generally be delivered in Q1 of each year. For fiscal 2024, the target values of long-term incentive grants consisted of 50% stock options and 50% RSUs. Both the stock options and RSUs vest approximately 1/3 on the second, third, and fourth anniversary of the grant date. In determining the structure of the awards and vesting schedule, the Committee evaluated market practice and the value of unvested long-term incentives held by the executives, and desired to develop a program that helped retain key executives and reward for stockholder value creation. In addition, as part of the overall compensation package of our new CFO, equity grants in the same combination of options and RSUs were issued, with approximately 1/3 vesting on each of the first, second and third anniversary of the grant date.
Key Features of Pre-IPO Equity Grants
Key Features of Pre-IPO Equity Grants Equity compensation has been an important part of our executive compensation program. Before our IPO, we granted options that vest over time, but also, for options granted prior to 2022, a portion that vested depending on our sponsor’s return on investment. Stock options were viewed as an appropriate equity incentive for a private company to align management with our stockholders because stock options have an exercise price based on the value at the time of grant, and so the potential future value of the stock option would directly represent an increase in the value of our stock over the term of the option, benefiting our stockholders. With respect to performance-based stock options granted to our NEOs prior to 2022, 25% of those options became vested on our IPO and 25% vested on the one-year anniversary of the IPO.
The Role of our Peer Group
The Role of our Peer Group The Committee uses peer group data to inform its compensation decision-making for our NEOs. Peer group data allows the Committee to evaluate the competitiveness of NEO compensation and our program design, as well as marketplace practices and the relationship of pay and performance on a relative basis. The Committee believes that peer group data provides important context for its compensation decisions. At the same time, the Committee recognizes that our off-price retail business model, in combination with our size and global focus, is distinct from other companies, and that the retail environment in recent years has presented challenges when evaluating companies for comparability to Savers. The Committee does not rely on strict benchmarking or target any element of NEO compensation by reference to any specified level of compensation within the peer group. The Committee monitors Savers’ performance relative to the peer group, but has not adopted a formulaic approach for evaluating relative performance and determining its impact on our compensation program. The Committee may also supplement peer group data from time to time with additional case studies and market data to provide further context for its compensation decisions.
The Role of our Peer Group
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Peer Group Evaluation Criteria
Peer Group Evaluation Criteria The Committee expects to annually assess the composition of the peer group and may consider criteria beyond standard industry classifications in constructing and evaluating the peer group, including: •business focus and industry similarity, targeting retail companies with comparable customer or merchandise strategies, and also considering consumer product companies that meet size and complexity criteria; •revenues, market capitalization, and number of employees; •business complexity, reflected by factors such as significant global operations, brand and/or product line diversity, multiple segments, and e-commerce strategy; and •financial performance metrics, including operating and market performance.
Fiscal 2024 Peer Group
Fiscal 2024 Peer Group During fiscal 2024, after consultation with FW Cook, the Committee’s independent compensation consultant for fiscal 2024, the Committee determined that the following group of large, publicly traded consumer-oriented companies would be appropriate to use when considering market data for executive compensation. This is the same group of companies that was used by the Committee in fiscal 2023.
Fiscal 2024 Peer Group
| Academy Sports & Outdoors, Inc. | Hibbett Inc. | PriceSmart, Inc. | | Boot Barn Holdings, Inc. | Leslie’s, Inc. | Shake Shack Inc. | | Five Below, Inc. | Mister Car Wash, Inc. | Shoe Carnival, Inc. | | Floor & Decor Holdings, Inc. | National Vision Holdings, Inc. | Sprouts Farmers Market, Inc. | | Grocery Outlet Holding Corp. | Ollie’s Bargain Outlet Holdings, Inc. | Texas Roadhouse, Inc. |
The Role of Compensation Consultants
The Role of Compensation Consultants The Compensation Committee engaged FW Cook to serve as the independent compensation consultant to the Committee for fiscal 2024. FW Cook attends Committee meetings and consults with the Committee on an ongoing basis throughout the year as requested. FW Cook may provide industry, peer, and market data to the Committee. The Committee may use information and advice from FW Cook as a reference in assessing the overall competitiveness of our directors’ and NEOs’ compensation and our executive compensation program and making its compensation decisions and determinations about the design, overall level and mix of compensation, plan metrics, goals and payout formulas, and individual compensation components, including benefits and perquisites. FW Cook did not perform any services for Savers other than work for the Compensation Committee. FW Cook reported directly to the Compensation Committee, which determined the scope and terms of FW Cook’s engagement. During fiscal 2024, the Committee reviewed its existing relationship with FW Cook, including potential conflicts of interest, and determined that FW Cook’s work for the Committee did not raise any conflicts of interest and that FW Cook continued to be an independent advisor to the Committee.
Severance, Retirement, and Change of Control Provisions
Severance, Retirement, and Change of Control Provisions Under our employment agreements with executive officers, we provide benefits in connection with certain terminations of employment, together with provisions in our equity plan documents described below. Each NEO has agreed to post-employment non-competition, non-solicitation, and other covenants intended to protect our business. We believe that these benefits assist in attracting and retaining high quality executives, in our succession planning, and in keeping our executives focused on their responsibilities during any period in which a change of control may be contemplated or pending and that, more generally, it is important to define the relative obligations of the Company and our NEOs, including obtaining protection against competition and solicitation. We seek to achieve these objectives in a manner consistent with our other compensation objectives described above, taking into account contractual obligations, applicable law and current market practice, among other considerations. These provisions are described in more detail under Compensation Tables—Potential Payments upon Termination or Change of Control.
Summary Compensation Table
Summary Compensation Table The following table provides compensation information for our principal executive officer, our principal financial officer, our former principal financial officer and our three other most highly compensated executive officers for the fiscal year ended December 28, 2024, which we refer to as “fiscal 2024”. We refer to these executive officers as the named executive officers or NEOs.
Summary Compensation Table
| Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Non-Qualified Deferred Compensation Earnings ($)(4) | All other Compensation ($)(5) | Total ($) | | Mark Walsh, Chief Executive Officer | 2024 | $993,092 | — | $1,999,983 | $1,999,997 | $100,000 | — | $100 | $5,093,172 | | | 2023 | 956,949 | 8,184,000 | — | — | 993,002 | — | 100 | 10,134,051 | | | 2022 | 921,807 | 2,170,000 | — | — | 1,149,480 | — | 100 | 4,241,387 | | Michael Maher,(6) Chief Financial Officer and Treasurer | 2024 | 312,981 | — | 299,991 | 299,997 | 25,067 | — | 100 | 938,136 | | Jubran Tanious, President and Chief Operating Officer | 2024 | 540,740 | — | 499,986 | 499,999 | 40,930 | — | 13,900 | 1,595,555 | | | 2023 | 517,570 | 2,270,400 | — | — | 401,507 | — | 13,300 | 3,202,777 | | | 2022 | 468,174 | 602,000 | — | — | 439,425 | — | 12,300 | 1,521,899 | | Richard Medway, General Counsel, Chief Compliance & Sustainability Officer and Secretary | 2024 | 529,389 | — | 299,992 | 299,998 | 39,928 | — | 13,900 | 1,183,207 | | | 2023 | 513,041 | 1,659,100 | — | 307,040 | 399,278 | — | 13,300 | 2,891,759 | | | 2022 | 493,142 | 439,900 | — | — | 462,197 | — | 12,300 | 1,407,539 | | Charles Hunsinger, Chief Information Officer | 2024 | 417,887 | — | 399,989 | 399,994 | 31,518 | — | 13,900 | 1,263,288 | | | 2023 | 406,461 | 50,000 | 465,829 | 417,841 | 315,180 | — | 100 | 1,655,411 | | | 2022 | 53,846 | 50,000 | — | 1,605,396 | 63,189 | — | 100 | 1,772,531 | | Jay Stasz,(7) Former Chief Financial Officer and Treasurer | 2024 | 328,842 | — | 299,992 | 299,998 | 23,253 | — | 218,709 | 1,170,794 | | | 2023 | 487,754 | 275,000 | 621,113 | 653,437 | 378,216 | — | 100 | 2,415,620 | | | 2022 | 203,077 | — | — | 3,018,856 | 204,243 | — | 100 | 3,426,276 |
Summary Compensation Table
(1)There were no discretionary bonuses in 2024. (2)The amounts in the applicable column reflect the aggregate grant date fair value of stock awards (restricted stock units) or stock options granted during the fiscal year, computed in accordance with Accounting Standards Codification 718 issued by the Financial Accounting Standards Board (“FASB ASC 718”). For a description of the assumptions used to determine the grant date fair value of our equity
Summary Compensation Table
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Summary Compensation Table
awards, see Note 13 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 28, 2024. (3)The amounts in this column reflect bonus payments under our Annual Incentive Bonus Plan (“AIP”) for performance in the applicable year, as described below. (4)No above-market or preferential interest rate options are available under our deferred compensation plan, which is described below, and so no amounts are reported in this column. (5)The amounts shown in this column for fiscal 2024 include a charitable contribution benefit of $100 for each named executive officer and matching contributions to our 401(k) plan. Excludes perquisites totaling less than $10,000. To the extent an NEO’s spouse or guests accompany the executive on business travel, there is no amount included as other compensation to the extent there is no aggregate incremental cost to the Company (including as a result of any reimbursement by the executive of such cost). For Mr. Stasz, includes $204,909 in separation benefits, as described under “Potential Payments Upon Termination or Change of Control” below. (6)Mr. Maher was first employed by us on May 13, 2024. (7)Mr. Stasz’ employment ended on August 12, 2024.
Grants of Plan-Based Awards in Fiscal 2024
Grants of Plan-Based Awards in Fiscal 2024 The following table shows grants of awards to our NEOs during fiscal 2024.
Grants of Plan-Based Awards in Fiscal 2024
| Name and Award Type | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/sh) | Grant Date Fair Value of Stock and Option Awards ($)(2) | | | | Threshold ($) | Target ($) | Maximum ($) | | | | | | Mark Walsh | | | | | | | | | | Bonus Plan | n/a | $100,000 | $1,000,000 | $2,000,000 | — | — | — | — | | Stock Options | 3/12/2024 | — | — | — | — | 208,768 | $19.70 | $1,999,997 | | RSUs | 3/12/2024 | — | — | — | 101,522 | — | — | 1,999,983 | | Michael Maher | | | | | | | | | | Bonus Plan | n/a | 25,067 | 250,666 | 501,332 | — | — | — | — | | Stock Options | 6/5/2024 | — | — | — | — | 45,523 | 13.78 | 299,997 | | RSUs | 6/5/2024 | — | — | — | 21,770 | — | — | 299,991 | | Jubran Tanious | | | | | | | | | | Bonus Plan | n/a | 40,930 | 409,303 | 818,606 | — | — | — | — | | Stock Options | 3/12/2024 | — | — | — | — | 52,192 | 19.70 | 499,999 | | RSUs | 3/12/2024 | — | — | — | 25,380 | — | — | 499,986 | | Richard Medway | | | | | | | | | | Bonus Plan | n/a | 39,928 | 399,278 | 798,556 | — | — | — | — | | Stock Options | 3/12/2024 | — | — | — | — | 31,315 | 19.70 | 299,998 | | RSUs | 3/12/2024 | — | — | — | 15,228 | — | — | 299,992 | | Charles Hunsinger | | | | | | | | | | Bonus Plan | n/a | 31,518 | 315,180 | 630,360 | — | — | — | — | | Stock Options | 3/12/2024 | — | — | — | — | 41,753 | 19.70 | 399,994 | | RSUs | 3/12/2024 | — | — | — | 20,304 | — | — | 399,989 | | Jay Stasz | | | | | | | | | | Bonus Plan | n/a | 23,253 | 232,527 | 465,054 | — | — | — | — | | Stock Options | 3/12/2024 | — | — | — | — | 31,315 | 19.70 | 299,998 | | RSUs | 3/12/2024 | — | — | — | 15,228 | — | — | 299,992 |
Grants of Plan-Based Awards in Fiscal 2024
(1)Represents the threshold, target and maximum value of cash bonus awards that could have been earned by the named executive officers under our annual incentive bonus plan for performance during fiscal 2024. The actual payments are set forth in the “Summary Compensation Table” section above. (2)The amounts in this column reflect the aggregate grant date fair value of stock options and restricted stock units granted during the fiscal year, computed in accordance with FASB ASC 718. For a description of the assumptions used to determine the grant date fair value of our equity awards, see Note 13 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 28, 2024.
Grants of Plan-Based Awards in Fiscal 2024
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Outstanding Equity Awards at Fiscal 2024 Year-End
Outstanding Equity Awards at Fiscal 2024 Year-End The following table shows all outstanding equity awards held by each of the named executive officers at the end of fiscal 2024.
Outstanding Equity Awards at Fiscal 2024 Year-End
| | | Option Awards Equity Incentive Plan Awards: | | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#)(1) | Number of Securities Underlying Unexercised Unearned Options (#)(2) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(3) | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) | | Mark Walsh | 10/7/2019 | 681,828 | — | 681,828 | $1.41 | 10/7/2029 | — | — | | | 10/7/2019 | 790,800 | — | — | 1.41 | 10/7/2029 | — | — | | | 12/9/2020 | 645,295 | — | 645,294 | 3.16 | 12/9/2030 | — | — | | | 12/9/2020 | 688,316 | 172,079 | — | 3.16 | 12/9/2030 | — | — | | | 3/12/2024 | — | 208,768 | — | 19.70 | 3/12/2034 | — | — | | | 3/12/2024 | — | — | — | — | — | 101,522 | $1,046,692 | | Michael Maher | 6/5/2024 | — | 45,523 | — | 13.78 | 6/5/2034 | — | — | | | 6/5/2024 | — | — | — | — | — | 21,770 | 224,449 | | Jubran Tanious | 6/12/2019 | 128,476 | — | 136,365 | 1.41 | 6/12/2029 | — | — | | | 6/12/2019 | 146,822 | — | — | 1.41 | 6/12/2029 | — | — | | | 11/1/2019 | 184,713 | — | 184,713 | 1.41 | 11/1/2029 | — | — | | | 11/1/2019 | 211,283 | — | — | 1.41 | 11/1/2029 | — | — | | | 12/9/2020 | 47,091 | — | 47,091 | 3.16 | 12/9/2030 | — | — | | | 12/9/2020 | 50,232 | 12,558 | — | 3.16 | 12/9/2030 | — | — | | | 3/12/2024 | — | 52,192 | — | 19.70 | 3/12/2034 | — | — | | | 3/12/2024 | — | — | — | — | — | 25,380 | 261,668 | | Richard Medway | 6/12/2019 | 175,913 | — | 190,192 | 1.41 | 6/12/2029 | — | — | | | 6/12/2019 | 183,344 | — | — | 1.41 | 6/12/2029 | — | — | | | 12/9/2020 | 78,131 | — | 78,130 | 3.16 | 12/9/2030 | — | — | | | 12/9/2020 | 83,336 | 20,834 | — | 3.16 | 12/9/2030 | — | — | | | 4/12/2023 | 15,698 | 31,394 | — | 15.45 | 4/12/2033 | — | — | | | 3/12/2024 | — | 31,315 | — | 19.70 | 3/12/2034 | — | — | | | 3/12/2024 | — | — | — | — | — | 15,228 | 157,001 |
Outstanding Equity Awards at Fiscal 2024 Year-End
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Outstanding Equity Awards at Fiscal 2024 Year-End
| | | Option Awards Equity Incentive Plan Awards: | | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#)(1) | Number of Securities Underlying Unexercised Unearned Options (#)(2) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(3) | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) | | Charles Hunsinger | 12/16/2022 | 93,128 | 139,690 | — | $15.42 | 12/16/2032 | — | — | | | 2/7/2023 | 14,261 | 57,043 | — | 13.57 | 2/7/2033 | — | — | | | 6/29/2023 | — | — | — | — | — | 20,333 | $209,633 | | | 3/12/2024 | — | 41,753 | — | 19.70 | 3/12/2034 | — | — | | | 3/12/2024 | — | — | — | — | — | 20,304 | 209,334 | | Jay Stasz(5) | | — | — | — | — | — | — | — |
Outstanding Equity Awards at Fiscal 2024 Year-End
(1)The amounts in this column represent unvested time-based stock options. Subject to continued employment through the applicable vesting date, these stock options vest in equal installments on each of the first, second, third, fourth and fifth anniversaries of the grant date (or, for the June 2019 grants, anniversaries of March 28, 2019), except for Mr. Medway's April 2023 grant and Mr. Maher’s June 2024 grant, which each vest in equal installments on each of the first, second and third anniversaries of the grant date, and the March 2024 grants, which vest in equal installments on each of the second, third and fourth anniversaries of the grant date. (2)The amounts in this column represent unvested and unearned performance-based stock options. These stock options are eligible to vest upon the achievement of the performance conditions described under “Additional Narrative Disclosure” below. (3)The amounts in this column represent unvested RSUs. Subject to continued employment through the applicable vesting date, these RSUs vest in equal installments on the second, third and fourth anniversaries of the grant date, except for Mr. Hunsinger’s June 2023 grant which cliff-vests on the third anniversary of the grant date, and Mr. Maher’s June 2024 grant, which vests in equal installments on the first, second and third anniversaries of the grant date. (4)The amounts in this column represent the aggregate fair market value of RSUs as of December 27, 2024, the last trading day of fiscal 2024. The closing price of the Company’s stock was $10.31 on that date. (5)Mr. Stasz did not hold equity awards at fiscal year-end following his departure in August 2024.
Outstanding Equity Awards at Fiscal 2024 Year-End
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Option Exercises and Stock Awards Vested During Fiscal 2024
Option Exercises and Stock Awards Vested During Fiscal 2024 The following table sets forth all options exercised and RSUs vested for each of our NEOs during fiscal 2024.
Option Exercises and Stock Awards Vested During Fiscal 2024
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized Upon Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Mark Walsh | 118,305 | $1,512,159 | — | — | | Michael Maher | — | — | — | — | | Jubran Tanious | 77,889 | 1,331,787 | — | — | | Richard Medway | 86,204 | 1,222,505 | — | — | | Charles Hunsinger | — | — | — | — | | Jay Stasz | — | — | — | — |
Nonqualified Deferred Compensation Plans
Nonqualified Deferred Compensation Plans We provide a non-qualified deferred compensation plan to the named executive officers and other employees. The named executive officers who participate in this plan are listed in the table below. Participants may elect to defer all or a portion of their eligible salary and AIP payment until a specified date. Executive officers who defer salary or bonus under this plan are credited with market-based returns depending upon the investment choices made by the executive. The investment options under the plan, which are similar to those provided under our qualified 401(k) plan, include a number of mutual funds with varying risk and return profiles.
Nonqualified Deferred Compensation for Fiscal 2024
Nonqualified Deferred Compensation for Fiscal 2024 The following table provides information on our nonqualified deferred compensation plan for our NEOs who participate:
Nonqualified Deferred Compensation for Fiscal 2024
| Name | Executive Contributions in Last Fiscal Year(1) ($) | Registrant Contributions in Last Fiscal Year(1) ($) | Aggregate Earnings in Last Fiscal Year ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year-End(2) ($) | | Richard Medway | $43,958 | — | $113,588 | — | $771,365 | | Charles Hunsinger | 68,458 | — | 13,496 | — | 112,623 |
Nonqualified Deferred Compensation for Fiscal 2024
(1)Amounts contributed by any executive would have been reported as salary or non-equity incentive compensation amounts for the applicable year in the Summary Compensation Table, and any matching contributions would have been reported for the applicable year as “all other compensation” in the Summary Compensation Table. There were no matching contributions in fiscal 2024. (2)Amounts reported in this column include contributions and earnings previously reported as compensation in the Summary Compensation Table in prior years of $613,819 for Mr. Medway and $30,669 for Mr. Hunsinger.
Nonqualified Deferred Compensation for Fiscal 2024
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Potential Payments Upon Termination or Change of Control
Potential Payments Upon Termination or Change of Control The table below reflects estimates of the amount of compensation and benefits for each named executive officer under the employment agreements, equity award agreements and plans described under “Additional Narrative Disclosure” above in the event of a (i) termination without cause or resignation for good reason, (ii) termination by reason of the executive’s death or disability, or (iii) upon a change in control (including “double-trigger” vesting where applicable). The amounts shown assume that the applicable triggering event occurred on December 28, 2024 and, therefore, are only estimates of the amounts that would be paid to the named executive officers upon the occurrence of the applicable triggering event under arrangements in effect on such date.
Potential Payments Upon Termination or Change of Control
| | Cash Benefits ($) | Accelerated Vesting of Equity Awards (1) ($) | | Mark Walsh | | | | Involuntary Termination Without Cause or Resignation for Good Reason (2), (4) | $2,039,000 | $64,046 | | Death or Disability | — | 1,110,738 | | Change in Control (3) | — | 12,959,178 | | Michael Maher | | | | Involuntary Termination Without Cause or Resignation for Good Reason (2), (5) | 808,439 | — | | Death or Disability | — | 224,449 | | Change in Control (3) | — | 224,449 | | Jubran Tanious | | | | Involuntary Termination Without Cause or Resignation for Good Reason (2), (6) | 987,685 | 4,674 | | Death or Disability | — | 266,372 | | Change in Control (3) | — | 3,545,752 | | Richard Medway | | | | Involuntary Termination Without Cause or Resignation for Good Reason (2), (7) | 964,376 | 7,754 | | Death or Disability | — | 164,755 | | Change in Control (3) | — | 2,563,710 | | Charles Hunsinger | | | | Involuntary Termination Without Cause or Resignation for Good Reason (2), (8) | 768,836 | — | | Death or Disability | — | 418,967 | | Change in Control (3) | — | 418,967 |
Potential Payments Upon Termination or Change of Control
(1)The estimated value associated with the accelerated vesting of equity awards in this table represents, for each option or RSU that would become vested as a result of the specified event, the amount equal to $10.31 per share (which represents the closing price of the Company’s stock on December 27, 2024, the last trading day of fiscal 2024) less, in the case of options, the exercise price. This amount does not attribute value to the ability to retain performance-based options following an involuntary termination or resignation for good reason, or following death or disability, until December 31, 2024, because they would have value only if the performance criteria are met following such termination, as described above, except that Mr. Walsh’s performance-based options would be eligible for vesting immediately based on the VWAP of the Company’s stock at the time of death and so the value of his unvested performance-based options as of the last trading day of fiscal 2024 (to the extent they would have exceeded the applicable price hurdles) is reflected in this table.
Potential Payments Upon Termination or Change of Control
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Potential Payments Upon Termination or Change of Control
(2)Reflects the severance benefits described under “Employment Agreements” above (and includes 100% of the AIP target value for fiscal 2024 for Mr. Walsh) and, for involuntary termination without cause, pro-rated vesting of time-based stock options described under “Additional Narrative Disclosure—Equity Compensation” above. (3)For change in control, reflects full vesting of pre-IPO stock options (assuming, for performance-based options, that the performance criteria are met at the maximum level at the time of the change in control), each as described under “Additional Narrative Disclosure—Equity Compensation” above. Also includes post-IPO equity awards with “double-trigger” vesting that would vest only upon termination without cause upon or following a change in control, so includes accelerated vesting of RSUs and options granted under the terms of the Omnibus Incentive Plan. (4)Mr. Walsh’s cash benefits consist of $1,000,000 in base salary, $1,000,000 AIP target value and $39,000 COBRA payments. (5)Mr. Maher’s cash benefits consist of $561,000 in base salary, $247,439 AIP target value, $26,000 COBRA and $10,000 outplacement services payments. (6)Mr. Tanious’ cash benefits consist of $545,737 in base salary, $405,948 AIP target value, $26,000 COBRA and $10,000 outplacement services payments. (7)Mr. Medway’s cash benefits consist of $532,371 base salary, $396,005 AIP target value, $26,000 COBRA and $10,000 outplacement services payments. (8)Mr. Hunsinger’s cash benefits consist of $420,240 base salary, $312,596 AIP target value, $26,000 COBRA and $10,000 outplacement services payments. Jay Stasz, our former CFO, is not included in the table above because his separation date was August 12, 2024. He had an employment contract providing terms regarding his separation benefits. As a result, Mr. Stasz’ base salary level of $504,000 per annum continues for one year after his separation. Mr. Stasz’ fiscal 2024 bonus opportunity was prorated and paid in March 2025 with the normal payment cadence, in the amount of $23,253. Mr. Stasz also received a payment in the amount of $32,301, equivalent to one year of COBRA payments, and $10,000 of outplacement services.
Potential Payments Upon Termination or Change of Control
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Pay Ratio
Pay Ratio Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, requires us to disclose the annual total compensation of Mr. Walsh, our CEO, and our median employee, as well as the ratio of their respective annual total compensation to each other (in each case, with annual total compensation calculated in accordance with SEC rules applicable to the Summary Compensation Table). For fiscal 2024: •Median employee’s total compensation: $26,170 •Mr. Walsh’s total annual compensation: $5,093,172 •Ratio of CEO to median employee compensation: 191.1 : 1 We used a consistently applied compensation measure to identify the median of the annual total compensation of all of our employees, and to determine the annual total compensation of our CEO. To make them comparable, salaries for newly hired employees who had worked less than a year were annualized, and the target annual bonus amount was applied to their total compensation measure. To identify the median of the annual total compensation of all employees and the median employee’s compensation, we took the following steps: •We determined that our employee population as of December 27, 2024, consisted of 22,704 full- and part-time employees located in 3 countries (we do not have temporary or seasonal workers). Our Australian population of 906 employees is less than 5% of the total so was excluded. •We selected December 27, 2024, as our identification date for determining our median employee because it enabled us to make such identification in a reasonably efficient and economic manner. •For our international employees paid in their local currency, we converted each such employee’s total annual compensation as of December 27, 2024, to U.S. dollars using the exchange rate as of that date; however, we did not make any cost-of-living adjustment with respect to any of our U.S. or international employees. The CEO pay ratio reported above is a reasonable estimate calculated in accordance with SEC rules and methods for disclosure. Due to estimates, assumptions, and adjustments, as well as significantly varying workforce structures, CEO pay ratios reported by other companies are not likely to be comparable to our CEO pay ratio.
Pay Ratio
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Pay Versus Performance
Pay Versus Performance As required by SEC rules, we are providing the following information about the relationship between executive compensation and specified financial performance measures of the Company. For more information about the Company’s executive compensation program and how the Company aligns executive compensation with Company performance, refer to the CD&A and the Compensation Tables.
Pay Versus Performance
| Fiscal Year (a)(1) | Summary Compensation Table Total for PEO(2) (b) ($) | Compensation Actually Paid to PEO(3) (c) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(2) (d) ($) | Average Compensation Actually Paid to Non-PEO NEOs(3) (e) ($) | Value of an Initial $100 Investment: | | Net Income (thousands)(5) (h) ($) | Adjusted EBITDA (thousands)(6) (i) ($) | | | | | | | Total Stockholder Return(4) (f) ($) | Peer Group Total Stockholder Return(4) (g) ($) | | | | 2024 | $5,093,172 | $(15,920,056) | $1,230,196 | $(1,881,369) | $45 | $131 | $29,030 | $296,164 | | 2023 | 10,134,051 | 17,566,372 | 2,684,102 | 4,140,034 | 76 | 115 | 53,115 | 322,377 |
Pay Versus Performance
(1)Information for years prior to fiscal 2023 is not included because we were not a public reporting company until June 2023. (2)The amounts in column (b) are the amounts reported for our Chief Executive Officer, Mr. Walsh, in the “Total” column of the Summary Compensation Table for the specified fiscal year. The amounts reported in column (d) represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding our CEO) in the “Total” column of the Summary Compensation Table for the specified fiscal year. The Non-PEO NEOs included for purposes of calculating the amounts in column (d) and in column (e) for fiscal 2024 are Michael Maher, Jubran Tanious, Richard Medway, Charles Hunsinger and Jay Stasz and fiscal 2023 are Jay Stasz, Jubran Tanious, Richard Medway and Mindy Geisser. (3)The amounts in column (c) and column (e) represent the amount of “compensation actually paid” to Mr. Walsh, and the average amount of “compensation actually paid” to our other NEOs as a group, for the specified fiscal year, as computed in accordance with Item 402(v) of Regulation S-K, and do not reflect total compensation actually realized or received. To determine “compensation actually paid” under SEC rules, the amounts shown below were deducted and added to the Summary Compensation Table total compensation:
Pay Versus Performance
| Calculation of “Compensation Actually Paid” for Fiscal 2024 | PEO ($) | Other NEOs (average) ($) | | Summary Compensation Table (SCT) Total | $5,093,172 | $1,230,196 | | (Minus): Grant Date Fair Value of Equity Awards Granted in the Fiscal Year | (3,999,980) | (719,987) | | (Minus): Change in Pension Value | — | — | | Plus: Pension Service Cost and Associated Prior Service Cost | — | — | | Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | 1,708,570 | 284,256 | | Plus/(Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | (13,930,265) | (1,545,277) | | Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | — | — | | Plus/(Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | (4,791,553) | (424,383) | | (Minus): Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year | — | (706,173) | | Plus/(Minus): Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation | — | — | | Compensation Actually Paid | (15,920,056) | (1,881,369) |
Pay Versus Performance
(4)The amounts reported in column (f) represent cumulative TSR of the Company under SEC rules from June 29, 2023, our first day of trading as a public company, through the last trading day for the specified fiscal year in the table. The amounts reported in column (g)
Pay Versus Performance
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Pay Versus Performance
represent peer group TSR under SEC rules for the same period, using the S&P 500 Retail Select Industry Index, which is the peer group used in our Annual Report on Form 10-K for purposes of Item 201(e) of Regulation S-K. (5)The amounts reported in column (h) represent net income of the Company reported in our Annual Report on Form 10-K for the specified fiscal year. (6)The amounts reported in column (i) represent Adjusted EBITDA, which is a non-GAAP financial measure. Through fiscal 2024, we define Adjusted EBITDA as net income excluding the impact of interest expense, net, income tax expense (benefit), depreciation and amortization, loss on extinguishment of debt, stock-based compensation expense, non-cash occupancy-related costs, lease intangible asset expense, pre-opening expenses, store closing expenses, executive transition costs, transaction costs, dividend-related bonuses, loss (gain) on foreign currency, net, and certain other adjustments. Please see Appendix A: Reconciliation to GAAP Measures, for a reconciliation of GAAP net income to Adjusted EBITDA. Adjusted EBITDA as reported in column (i) and in our Annual Report is different than the Adjusted EBITDA result used for purposes of the AIP as noted in the CD&A because we use an internal management reporting rate for constant currency purposes to account for the impact of foreign currency exchange rates in our AIP calculation.
Relationship between Compensation Actually Paid and Company Performance
Relationship between Compensation Actually Paid and Company Performance The following chart illustrates the relationship between CAP for our PEO and the average CAP for our Non-PEO NEOs against the Company’s TSR, as well as the relationship between our TSR and the TSR of our peer group:
Relationship between Compensation Actually Paid and Company Performance
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Relationship between Compensation Actually Paid and Company Performance
The following chart illustrates the relationship between CAP for our PEO and the average CAP for our Non-PEO NEOs against the Company’s net income: The following chart illustrates the relationship between CAP for our PEO and the average CAP for our Non-PEO NEOs against the Company’s Adjusted EBITDA:
Relationship between Compensation Actually Paid and Company Performance
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Relationship between Compensation Actually Paid and Company Performance
Equity Compensation Plan Information The following table provides certain information as of December 28, 2024 with respect to our equity compensation plans:
Relationship between Compensation Actually Paid and Company Performance
| Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) (#)(1) | Weighted-average exercise price of outstanding options, warrants and rights (b) ($)(2) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) (#) | | Equity compensation plans approved by security holders | 13,191,539 | $4.34 | 14,583,521 |
Relationship between Compensation Actually Paid and Company Performance
(1)Includes options granted prior to our IPO under our 2019 Management Incentive Plan, under which no further shares remain available for grant, as well as equity awards under our Omnibus Incentive Plan. (2)This column does not reflect 838,505 shares of restricted stock units subject to awards outstanding under the Omnibus Incentive Compensation Plan because they do not have an exercise price.
Relationship between Compensation Actually Paid and Company Performance
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Relationship between Compensation Actually Paid and Company Performance
Stock Ownership