UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.    )

Filed by the Registrant    ☒

Filed by a Party other than the Registrant    ☐

Check the appropriate box:

Payment of Filing Fee (Check the appropriate box):

Build-A-Bear Workshop, Inc.

1954 Innerbelt Business Center Drive

St. Louis, Missouri 63114

March 29, 2018May 1, 2020

Dear Stockholders:

You are cordially invited to attend the Annual Meeting of Stockholders of Build-A-Bear Workshop, Inc. to be held at our World Bearquarters, 1954 Innerbelt Business Center Drive, St. Louis, MissouriMO 63114 on Thursday, May 10, 2018,June 11, 2020, at 10:00 a.m. Central Time. For your reference, directions for our annual meeting site are provided at Appendix A to this proxy statement.

At the meeting, you will be asked to elect twothree Directors; ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our current fiscal year; approve, by non-binding vote, executive compensation; approve our omnibus incentive plan; and transact such other business as may properly come before the meeting.

We have elected to deliver our proxy materials to the majority of our stockholders over the Internet. This delivery process allows us to provide stockholders with the information they need while conserving natural resources and lowering the cost of delivery. On or about May 1, 2020, we mailed to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement for our 2020 Annual Meeting of Stockholders and fiscal 2019 Annual Report on Form 10-K. The Notice also provides instructions on how to vote online or by telephone and includes instructions on how to receive a paper copy of the proxy materials by mail.

The formal Notice of Annual MeetingMeeting of Stockholders and proxy statement accompanying this letter provide detailed information concerning matters to be considered and acted upon at the meeting. Your vote is important. I urge you to vote as soon as possible, whether or not you plan to attend the annual meeting.Annual Meeting. You may vote via the Internet, as well as by telephone or by mailing the proxy card. Please review the instructions with the Notice or proxy card regarding each of these voting options.

ThankWhile we intend to hold our Annual Meeting of Stockholders in person as scheduled, we are sensitive to public health concerns and recommendations that public health officials have issued in light of the evolving coronavirus (COVID-19) situation. We are actively monitoring this situation and the protocols that federal, state and local governments may impose. If it is not possible or advisable to hold our Annual Meeting of Stockholders in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication. If the Annual Meeting of Stockholders is held remotely, stockholders will have the same opportunity to participate in the meeting as they would at an in-person meeting. Please monitor Build-A-Bear Workshop’s press releases, which are posted on our website (www.buildabear.com), and Build-A-Bear Workshop’s SEC filings for updated information.

On behalf of management and our Board of Directors, thank you for your continued support of, and interest in, Build-A-Bear Workshop. I look forward to seeing you at the annual meeting.

Build-A-Bear Workshop, Inc.

1954 Innerbelt Business Center Drive

St. Louis, Missouri 63114

NOTICE OF ANNUAL

MEETING OF STOCKHOLDERS

May 10, 2018June 11, 2020

The 20182020 Annual Meeting of Stockholders of BUILD-A-BEAR WORKSHOP, INC., a Delaware corporation (the “Company”), will be held at our World Bearquarters, 1954 Innerbelt Business Center Drive, St. Louis, MissouriMO 63114, on Thursday, May 10, 2018,June 11, 2020, at 10:00 a.m. Central Time, to consider and act upon the following matters:

1. to elect twothree Directors;

2. to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2018;2020;

3. to approve, by non-binding vote, executive compensation;

4. to approve the Build-A-Bear Workshop, Inc. 2020 Omnibus Incentive Plan; and

4.5. to transact such other business as may properly come before the meeting or any adjournments thereof.

Only stockholdersstockholders of record at the close of business on March 20, 2018April 15, 2020 are entitled to notice of and to vote at the annual meeting. At least ten days prior to the meeting, a complete list of stockholders entitled to vote will be available for inspection by any stockholder for any purpose germane to the meeting, during ordinary business hours, at the office of the Secretary of the Company at 1954 Innerbelt Business Center Drive, St. Louis, Missouri 63114.Annual Meeting. As a stockholder of record, you are cordially invited to attend the meeting in person. Regardlessmeeting. Most stockholders have a choice of whethervoting on the Internet, by telephone or by mail. Please refer to your Notice, proxy card or other voting instructions included with these proxy materials for information on the voting method(s) available to you. If you expectvote by Internet or telephone, you do not need to be present at the meeting, please either (i) complete, sign and date the enclosedreturn your proxy and mail it promptlycard. If your shares are held in the enclosed envelope,name of a brokerage firm, bank or (ii)other nominee of record, follow the voting instructions you receive from such holder of record to vote electronicallyyour shares. We encourage you to vote via the Internet, or telephone as described in greater detail inthis is the most cost-effective method. Returning the proxy statement. Returning the enclosed proxy,card, voting electronically, or voting telephonically will not affect your right to vote in person if you attend the meeting.

EVEN THOUGH YOU MAY PLAN TO ATTEND THE MEETING IN PERSON, PLEASE VOTE BY TELEPHONE OR THE INTERNET, OR EXECUTE THE ENCLOSED PROXY CARD AND MAIL IT PROMPTLY. A RETURN ENVELOPE (WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES) IS ENCLOSED FOR YOUR CONVENIENCE. TELEPHONE AND INTERNET VOTING INFORMATION IS PROVIDED ON YOUR PROXY CARD. SHOULD YOU ATTEND THE MEETING IN PERSON, YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 10, 2018

The Company’s proxy statement and Annual Report on Form 10-K for the 2017 fiscal year are available at https://materials.proxyvote.com/120076.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2020 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 11, 2020 Build-A-Bear Workshop, Inc.’s Proxy Statement for the 2020 Annual Meeting of Stockholders and Annual Report on Form 10-K for the fiscal year ended February 1, 2020 are available atwww.edocumentview.com/bbw You may also obtain these materials free of charge through our website at www.buildabear.com.

BUILD-A-BEAR WORKSHOP, INC.

1954 Innerbelt Business Center Drive

St. Louis, Missouri 63114

20182020 ANNUAL MEETING OF STOCKHOLDERS

PROXY STATEMENT

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors of Build-A-Bear Workshop, Inc., a Delaware corporation (the “Company” or “Build-A-Bear Workshop”), to be voted at the 20182020 Annual Meeting of Stockholders of the Company and any adjournment or postponement of the meeting. The meeting will be held at our World Bearquarters, 1954 Innerbelt Business Center Drive, St. Louis, Missouri 63114, on Thursday, May 10, 2018,June 11, 2020, at 10:00 a.m. Central Time, for the purposes contained in the accompanying Notice of Annual Meeting of Stockholders and in this proxy statement. For your reference, directions to our annual meetingAnnual Meeting site are provided at Appendix A to this proxy statement.

ABOUT THE MEETING 

Why Did I Receive This Proxy Statement?

Because you were a stockholder of the Company as of March 20, 2018April 15, 2020 (the “Record Date”) and are entitled to vote at the annual meeting,Annual Meeting, the Board of Directors is soliciting your proxy to vote at the meeting.

This proxy statement summarizes the information you need to know to vote at the meeting. This proxy statement and form of proxy were first mailed or made available to stockholders on or about March 29, 2018.May 1, 2020.

What Am I Voting On?

You are voting on threefour items:

How Do I Vote?

Stockholders of Record: If you are a stockholder of record, there are four ways to vote:

Street Name Holders: Shares which are held in a brokerage account in the name of the broker are said to be held in “street name.” If your shares are held in street name you should follow the voting instructions provided by your broker. You may complete and return a voting instruction card to your broker, or, in many cases, your broker may also allow you to vote via the telephone or Internet. Check your proxy card for more information. If you hold your shares in street name and wish to vote at the meeting, you must obtain a legal proxy from your broker and bring that proxy to the meeting.

Please note that brokers may no longer use discretionary authority to vote shares on the electionelection of Directors, or on executive compensation matters, or equity compensation plan matters if they have not received instructions from their clients. Please vote your proxy so your vote can be counted.

Regardless of how your shares are registered, if you complete and properly sign the accompanying proxy card and return it to the address indicated, it will be voted as you direct.  

What is the Deadline for Voting via Internet or Telephone?

Internet and telephone voting for stockholders of record is available through 11:59 p.m. Eastern Time on Wednesday, May 9, 2018June 10, 2020 (the day before the annual meeting)Annual Meeting).

What Are the Voting RecommendationsRecommendations of the Board of Directors?

The Board recommends the following votes:

Unless you give contrary instructions on your proxy card, the persons named as proxy holders will vote your shares in accordance with the recommendations of the Board of Directors.

Will Any Other Matters Be Voted On?

We do not know of any other matters that will be brought before the stockholders for a vote at the annual meeting.Annual Meeting. If any other matter is properly brought before the meeting, your signed proxy card gives authorityauthority to Sharon John, Voin Todorovic and Eric Fencl to vote on such matters in their discretion.

Who Is Entitled to Vote at the Meeting?

Only stockholders of record at the close of business on the Record Date are entitled to receive notice of and to participate in the annual meeting.Annual Meeting. If you were a stockholder of record on that date, you will be entitled to vote all of the shares that you held on that date at the meeting, or any postponements or adjournments of the meeting.

How Many Votes Do I Have?

You will have one vote for every share of Build-A-Bear Workshop common stock you owned on the Record Date.

How Many Votes Can Be Cast by All Stockholders?

15,018,987,15,491,289, consisting of one vote for each share of Build-A-Bear Workshop common stock outstanding on the Record Date. There is no cumulative voting.

How Many Votes Must Be Present to Hold the Meeting?

The holders of a majority of the aggregate voting power of Build-A-Bear Workshop common stock outstanding on the Record Date, or 7,509,4947,745,645 votes, must be present in person, or by proxy, at the meeting in order to constitute a quorum necessary to conduct the meeting.

If you vote, your shares will be part of the quorum. Abstentions and broker non-votes will be counted in determining the quorum. A brokerbroker non-vote occurs when a bank or broker holding shares in street name submits a proxy that states that the broker does not vote for some or all of the proposals because the broker has not received instructions from the beneficial owners on how to vote on the proposals and does not have discretionary authority to vote in the absence of instructions.

We urge you to vote by proxy even if you plan to attend the meeting so that we will know as soon as possible that a quorum has been achieved.

What Vote Is Required to Approve Each Proposal?

In the election of Directors (Proposal 1), the affirmative vote of the majority of votes cast in person or by proxy with respect to a Director nominee’snominee’s election will be required for approval of each Director who is up for election, meaning the number of shares voted “for” a nominee must exceed the number of shares voted “against” such nominee. If any nominee for Director receives a greater number of votes “against” his or her election than votes “for” such election, our Director Resignation Policy requires that such person must promptly tender his or her resignation to the Board following certification of the vote. Abstentions and broker non-votes are not considered votes cast for the foregoing purpose and will have no effect on the election of nominees.

For the proposals to (i) ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 20182020 (Proposal 2), and (ii) approve, by non-binding vote, executive compensation (Proposal 3), and (iii) approve the Build-A-Bear Workshop, Inc. 2020 Omnibus Incentive Plan (Proposal 4), the affirmative vote of the holders of a majority of the shares represented in person or by proxy and entitled to vote on the proposal will be required for approval, meaning that of the shares represented at the meeting and entitled to vote, a majority of them must be voted “for” the proposal for it to be approved. Abstentions will have the same effect as a vote “against” these proposals, and broker non-votes will have no effect on the vote for these proposals.

Please vote youryour proxy so your vote can be counted. This is particularly important since brokers may no longernot use discretionary authority to vote shares in the election of Directors, or on executive compensation matters, or equity compensation plan matters if they have not received instructions from their clients. If a broker indicates on the proxy that it does not have discretionary authority as to certain shares to vote on a particular matter, those shares will not be considered as present and entitled to vote with respect to the matter and will therefore have no effect on the outcome of that matter.

Can I Change My Vote?

Yes. To change your vote, send in a new proxy card with a later date, cast a new vote by telephone or Internet, or send a written notice of revocation bearing a date later than the datedate of the proxy to the Company’s Corporate Secretary at the address on the cover of this proxy statement. Also, if you attend the meeting and wish to vote in person, you may request that your previously submitted proxy not be used.

How Can I Access the Company’s Proxy Materials and Annual Report Electronically Online?

This proxy statement and the 20172019 Annual Report on Form 10-K are available at https://materials.proxyvote.com/120076.www.edocumentview.com/bbw.

Who Can Attend the Annual Meeting?

Any Build-A-Bear Workshop stockholderstockholder as of the Record Date may attend the meeting. If you own shares in street name, you should ask your broker or bank for a legal proxy to bring with you to the meeting. If you do not receive the legal proxy in time, bring your most recent brokerage statement so that we can verify your ownership of our stock and admit you to the meeting. However, you will not be able to vote your shares at the meeting without a legal proxy.

If you return a proxy card without indicating your vote, your shares will be voted as follows: (i) FOR the twothree nominees for Director named in this proxy statement (Proposal 1); (ii) FOR ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for the Company for fiscal 20182020 (Proposal 2); (iii) FOR approval, by non-binding resolution, of executive compensation (Proposal 3); (iv) FOR approval of the Build-A-Bear Workshop, Inc. 2020 Omnibus Incentive Plan (Proposal 4); and (iv)(v) in accordance with the recommendation of management on any other matter that may properly be brought before the meeting and any adjournment of the meeting.

Proof of ownership of Build-A-Bear Workshop stock, as well as a valid form of personal identification (with picture), must be presented in order to attend the annual meeting.Annual Meeting.

What is “Householding”“Householding” of Proxy Materials?

The Securities and Exchange Commission (“SEC”) has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for stockholders and cost savings for companies. The Company and some brokers household proxy materials, delivering a single proxy statement to multiple stockholders sharing an address unless contrary instructions have been received from one or more of the affected stockholders. The Company will deliver, promptly upon request, a separate copy of the proxy statement to any stockholder who is subject to householding. You can request a separate proxy statement by writing to the Company at Build-A-Bear Workshop, Inc., Attention: Corporate Secretary, 1954 Innerbelt Business Center Drive,Dr., St. Louis, Missouri 63114 or by calling the Company at (314) 423-8000. Once you have received notice from your broker or the Company that they are or we will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement in the future, or if you currently receive multiple proxy statements and would prefer to participate in householding, please notify your broker if your shares are held in a brokerage account or the Company if you hold registered shares. You can notify the Company as noted above.

Who Pays for the Solicitation of Proxies?

The Company will bear the cost of the solicitationsolicitation of proxies for the meeting. Brokerage houses, banks, custodians, nominees and fiduciaries are being requested to forward the proxy material to beneficial owners and their reasonable expenses therefor will be reimbursed by the Company. Solicitation will be made by mail and also may be made personally or by telephone, facsimile or other means by the Company’s officers, Directors and employees, without special compensation for such activities.

Why did I receive a Notice of Internet Availability of Proxy Materials instead of the printed Proxy Statement and 2019 Annual Report on Form 10-K?

As permitted by SEC rules, we are making our proxy materials available to stockholders electronically via the Internet at www.edocumentview.com/bbwand on our Investor Relations website at https://ir.buildabear.com. On or about May 1, 2020, we will begin mailing the Notice of Internet Availability of Proxy Materials to our stockholders containing information on how to access our proxy materials online or request a printed copy of the proxy materials. If you received a Notice of Internet Availability of Proxy Materials, then you will not receive a printed copy of our proxy materials unless you request a printed copy by following the instructions contained in such notice. Adopting this “notice and access” process allows us to reduce the overall costs, as well as the environmental impact, of printing and mailing our proxy materials and it could potentially decrease the possibility of delayed delivery of materials as a result of the COVID-19 pandemic.

VOTING SECURITIES

On the Record Date, there were 15,018,987 15,491,289 outstanding shares of the Company’s common stock (referred to herein as “shares”).

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table shows the beneficial ownership of the Company’sCompany’s shares as of March 20, 2018April 15, 2020 (unless otherwise noted) by (i) each person known by the Company to own beneficially more than 5% of the outstanding shares, (ii) each Director and Director nominee of the Company, (iii) each executive officer of the Company named in the Summary Compensation Table (the “Named Executive Officers” or “NEOs”), and (iv) all executive officers and Directors of the Company as a group. The table includes shares that may be acquired within 60 days of March 20, 2018April 15, 2020 upon the exercise of stock options by employees or outside Directors and shares of restricted stock. Unless otherwise indicated, each of the persons or entities listed below exercises sole voting and dispositive power over the shares that each of them beneficially owns. Except as indicated below, the address of each person or entity listed is c/o Build-A-Bear Workshop, Inc., 1954 Innerbelt Business Center Drive,Dr., St. Louis, Missouri 63114. For the beneficial ownership of the stockholders owning 5% or more of the shares, the Company relied on publicly available filings and representations of the stockholders.

PROPOSAL NO. 1. ELECTION OF DIRECTORS

The Company's Board of Directors presently has eightseven members, divided into three classes which as nearly as possible are equal in number. The classes have staggered three-year terms. As a result, only one class of Directors is elected at each annual meetingAnnual Meeting of our stockholders. Robert L. Dixon, Jr., Coleman Peterson and Michael Shaffer are Class II Directors, and their terms will expire at the 2018 annual meeting. Craig Leavitt and Anne Parducci are Class III Directors, and their terms will expire at the 2019 annual meeting. Maxine Clark, Sharon John and Sarah Personette are Class I Directors and their terms will expire at the 2020 annual meeting. Mr. Peterson announced that, upon expiration of his termAnnual Meeting. George Carrara and David Kanen are Class II Directors and their terms will expire at the 2018 annual meeting, he will retire from his service as a member of the Board of2021 Annual Meeting. Robert L. Dixon, Jr. and Craig Leavitt are Class III Directors and their terms will not stand for re-election. In connection with his retirement,expire at the size of the Board will be reduced to seven members.2022 Annual Meeting. Currently, all of our Directors hold office until the annual meetingAnnual Meeting of stockholders at which their terms expire or until their successors are duly elected and qualified.

Under our Corporate Governance Guidelines, a Director may not stand for election or re-election after reaching the age of 73. Barney Ebsworth did not stand for re-election at the 2006 annual meeting and serves the Company as Director Emeritus.

A Director Emeritus is not permitted to vote on matters brought before the Board of Directors or any Board committee and is not counted for the purposes of determining whether a quorum of the Board or a Board committee is present. A Director Emeritus is not compensated for his or her services.

The Nominating and Corporate Governance Committee nominated the Class II Directors, Messrs. DixonMses. Clark, John and Shaffer,Personette, to be re-elected to serve until the 2021 annual meeting2023 Annual Meeting of stockholders or until their successors are duly elected and qualified. As noted below, Mr. Shaffer hasMses. Clark, John and Personette have each served on our Board of Directors for several years. Mr. Dixon was recommended to us by an executive search consulting firm and was appointed to the Board of Directors in February 2018.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR”“FOR” THE NAMED NOMINEES

Proxies cannot be voted for a greater number of persons than the number of nominees named herein. Unless otherwise specified,, all proxies will be voted in favor of the twothree nominees listed herein for election as Directors.

The Board has no reason to expect that any of the nominees will be unable to stand for election on the date of the meeting or for good cause will not serve. If a vacancy occurs among the original nominees prior to the meeting, the proxies will be voted for a substitute nominee named by the Board of Directors and for the remaining nominees. Directors are elected by the affirmative vote of the majority of votes cast in person or by proxy with respect to a Director nominee’s election, provided, however, that, in accordance with the Company’s amended and restated bylaws, if the number of nominees exceeds the number of Directors to be elected at the meeting, then Directors shall be elected by the affirmative vote of a plurality of the votes present in person or by proxy and entitled to vote at the meeting.

DIRECTORS

Set forth below are the names, ages, positions and brief accounts of the business experience for each of our Directors as of March 20, 2018.April 15, 2020. The biographies of each of the nominees and continuing Directors below contains information each Director has given us about his or her age, all positions he or she holds, his or her principal occupation and business experience for the past five years, and the names of other publicly held companies of which he or she currently serves as a Director or has served as a Director during the past five years. In addition to the information presented below regarding each nominee’s specific experience, qualifications, attributes and skills that led our Board to the conclusion that he or she should serve as a Director, we also believe that all of our Director nominees and continuing Directors have a reputation for integrity, honesty and adherence to high ethical standards. They each have demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to the Company and our Board.

Class II Directors — Terms Expiring in 2018 and Standing for Re-Election

Robert L. Dixon, Jr., 62,was appointed to our Board of Directors on February 12, 2018.  Mr. Dixon has been the owner of The RD Factor, Inc., a digital and information technology consulting business, since December 2016. Mr. Dixon served as Global Chief Information Officer and Senior Vice President of PepsiCo, Inc., a publicly traded global food and beverage company, from November 2007 until April 2016 and as Senior Vice President until December 2016. Prior to joining PepsiCo, Mr. Dixon held various positions with The Procter & Gamble Company, a publicly traded consumer household products company, since 1977, including Vice President of Global Business Services from 2005 until 2007. Mr. Dixon serves on the Board of Directors of Anthem, Inc., a publicly traded health benefits company, the Georgia Institute of Technology College of Engineering Advisory Board, and the President’s Advisory Board of the Georgia Institute of Technology. He previously served on the CIO Advisory Board for International Business Machines Corporation. Mr. Dixon holds a Bachelor of Science Degree in Electrical Engineering from The Georgia Institute of Technology. He and his wife reside in McKinney, Texas.  As Global Chief Information Officer of a large public company and through his service on the CIO advisory board for another large public company, Mr. Dixon has extensive technology experience. He also has significant marketing experiences through his senior positions at two large public companies, both of which have global retail consumer product focus. As a member of the Board of Directors of another publicly traded company, he has gained highly relevant corporate governance experience.

Class II Director — Term Expiring in 2018 and Not Standing for Re-Election

Coleman Peterson, 69, has served on the Board of Directors since 2005. Mr. Peterson is President and Chief Executive Officer of Hollis Enterprises LLC, a human resources consulting firm, which he founded in 2004 following his retirement from Wal-Mart Stores, Inc. (“Walmart”). Mr. Peterson served as the Executive Vice-President of People at Walmart from 1994 to 2004. Prior to joining Walmart in 1994, Mr. Peterson spent 16 years with Venture Stores, with his last role being the Senior Vice-President of Human Resources. Mr. Peterson holds an undergraduate degree in English literature and a master’s degree in Industrial Relations from Loyola University of Chicago. Mr. Peterson serves on the Board of Directors of J.B. Hunt Transportation, Inc., a publicly traded trucking and transportation company, and Cracker Barrel Old Country Store, Inc., a publicly traded owner of stores and restaurants. He served as the Chairman of the Board of Trustees of Northwest Arkansas Community College. He formerly served on the Executive Committee of the National Association for the Advancement of Colored People (“NAACP”) and also served as Treasurer of the NAACP Special Contributions Fund. Mr. Peterson resides in Hilton Head, South Carolina with his wife. They have a daughter and a son. As a human resources executive for retail companies and Chief Executive Officer of a human resources consulting firm, and through his service on the Board of Directors of other publicly traded companies, Mr. Peterson obtained extensive expertise in the areas of human resources, succession planning, retailing, store operations, strategic planning, and corporate governance. He brings to the Build-A-Bear Workshop Board of Directors skills and talents to help the Company develop its compensation programs, manage its human resources, oversee succession planning, and operate its retail business. Mr. Peterson intends to retire upon the expiration of his term at the 2018 annual meeting.

THE BOARD OF DIRECTORS AND ITS COMMITTEES 

The Company’sCompany’s Board of Directors is responsible for establishing broad corporate policies and for overseeing the overall management of the Company. In addition to considering various matters which require Board approval, the Board provides advice and counsel to, and ultimately monitors the performance of, the Company’s senior management. There are three standing committees of the Board of Directors: the Audit Committee, the Compensation and Development Committee, and the Nominating and Corporate Governance Committee.

COMMITTEE CHARTERS, CORPORATE GOVERNANCE GUIDELINES, BUSINESS CONDUCT POLICY AND CODE OF ETHICS

The Board of Directors has adopted charters for all three of its standing Committees. The Board has also adopted Corporate Governance Guidelines, which set forth the obligations and responsibilities of the Directors with respect to independence, meeting attendance,attendance, compensation, re-election, orientation, self-evaluation, and stock ownership. The Board of Directors has also adopted a Business Conduct Policy which applies to all of the Company’s Directors and employees, and a Code of Ethics Applicable to Senior Executives, which applies to the Company’s senior executives, including the principal executive and financial officers, and the controller. Copies of the Committee charters, Corporate Governance Guidelines, Business Conduct Policy and Code of Ethics Applicable to Senior Executives can be found in the Corporate Governance section on the Company’s Investor Relations website at http://ir.buildabear.com (information on our website does not constitute part of this proxy statement). The Company intends to comply with the amendment and waiver disclosure requirements of applicable Form 8-K rules by posting such information on its website. The Company will post any amendments to the Committee charters, Corporate Governance Guidelines, Business Conduct Policy and Code of Ethics Applicable to Senior Executives in the same section of the Company’s website and these documents are also available in print to stockholders and interested parties upon written request delivered to Build-A-Bear Workshop, Inc., 1954 Innerbelt Business Center Drive,Dr., St. Louis, Missouri 63114. Each of our Directors, executive officers, Bearquarters associates, and store management signs our Business Conduct Policy on an annual basis to ensure compliance. In addition, each of our executives signs our Code of Ethics Applicable to Senior Executives each year to ensure compliance.

Board Leadership Structure

The Board has separated the role of Chairman from the role of Chief Executive Officer in recognition of the current demands of the two roles. While the Non-Executive Chairman organizes Board activities to enable the Board to effectively provide guidance to and oversight and accountability of management, the Chief Executive Officer is responsible for setting the strategic direction for the Company and the day to day leadership and performance of the Company. The Non-Executive Chairman creates and maintains an effective working relationship with the Chief Executive Officer and other members of management and with the other members of the Board; provides the Chief Executive Officer ongoing direction as to Board needs, interests and opinions; and assures that the Board agenda is appropriately directed to the matters of greatest importance to the Company. In carrying out his responsibilities, the Non-Executive Chairman preserves the distinction between management and Board oversight by (i) ensuring that management develop corporate strategy and risk management practices, and (ii) focusing the Board to review and express its judgments on such developments.

The Board believes this structure provides an efficient and effective leadership model for the Company. To assure effective independent oversight, the Board has adopted a number of governance practices, including:

The responsibilities of the Non-Executive Chairman include: (i) collaborating with the Board and the Chief Executive Officer to determine Board meeting agendas; (ii) presiding at all meetings of the Board, including executive sessions of the independent Directors; (iii) facilitating communication with independent Directors, including strategy updates; (iv) serving as principal liaison between the independent Directors, the Chief Executive Officer, and the Company’s management; (v) collaborating with the Board on Chief Executive Officer succession planning; (vi) collaborating with the Board regarding the retention of outside advisors and consultants who report directly to the Board when necessary; and (vii) if requested by stockholders, ensuring that he or she is available, when appropriate, for consultation and direct communication. The Non-Executive Chairman collaborates with the Board and the Chief Executive Officer to set strategic goals for the Company and develop plans to implement those goals.

Stockholders or interestedinterested parties can contact the Non-Executive Chairman, Craig Leavitt, in writing c/o Build-A-Bear Workshop, Inc., 1954 Innerbelt Business Center Drive,Dr., St. Louis, Missouri 63114.

Meeting Attendance

The Board of Directors met teneleven times in 2017fiscal 2019 for regular and special meetings. All current Directors who were Directors during 2017 attended at least 75% of the aggregate number of meetings of the Board and committees on which they served. Overall attendance atserved except for Ms. Personette. She attended all regular meetings of the Board and committee meetings on which she served, but, due to previously scheduled commitments, she was unable to attend several special meetings and, as a result, her attendance was 70% of the aggregate number of meetings of the Board and committees in 2017 by current Directors was approximately 95%.on which she served. While the Company does not have a formal policy requiring members of the Board to attend the annual meeting,Annual Meeting, the Company encourages all Directors to attend. All of our current Directors who were members of the Boardserving as Directors at the time of our 2017 annual meeting2019 Annual Meeting attended the meeting except for Ms. PersonetteMr. Dixon who had a scheduling conflict.was unable to attend for medical reasons. All Directors plan to attend the 2018 annual meeting.2020 Annual Meeting.

The members, primary functions and number of meetings held for each of the Committees are described below.

Audit Committee

The members of the Audit Committee are Michael ShafferGeorge Carrara (Chair), Maxine Clark, Robert Dixon and Craig Leavitt.

The Audit Committee reviews the independence, qualifications and performance of our independent auditors, and is responsible for recommending the initial or continued retention of, or a change in, our independent auditors and setting compensation of the independent auditors. The Committee reviews and discussesdiscusses with our management and independent auditors our financial statements and our annual and quarterly reports, as well as the quality and effectiveness of our internal control procedures, critical accounting policies, implementation of new accounting standards, and significant regulatory or accounting initiatives.

The Committee discusses with management earnings press releases, the Company’s use and ourpolicies relating to non-GAAP measures and required disclosures, the Company’s major financial risk exposures.exposures, and cybersecurity risks. Furthermore, the Committee is responsible for establishing procedures for the receipt, retention and treatment of complaints regarding accounting,accounting, internal control or auditing matters. The Committee approves the audit plan and staffing, duties and performance of the internal audit function. Periodically throughout each year, the Committee meets separately in executive session with management, the independent accountants, and the Company’s internal auditors to discuss any matters that the Committee or any of these groups believe should be discussed privately.

In fulfilling its responsibilities, the Committee reports regularly to the Board regardingregarding its activities, reviews and reassesses the adequacy of its charter on an annual basis, and performs an annual self-evaluation of Committee performance. The Audit Committee held eight meetings in 2017.fiscal 2019.

Compensation and Development Committee

The members of the Compensation and Development Committee are Coleman Peterson (Chair),George Carrara, David Kanen, Craig Leavitt Anne Parducci,(Chair) and Sarah Personette and Michael Shaffer.Personette.

The Compensation and Development Committee is responsible for evaluating and approving the Company’sCompany’s overall compensation philosophy and policies and consults with management regarding the Company’s executive compensation program. The Committee makes recommendations to the Board of Directors regarding compensation arrangements for our executive officers, including annual salary, bonus and long-term incentive awards, and is responsible for reviewing and making recommendations to the Board regarding the compensation of the Company’s Directors. As part of its duties, the Committee oversees and administrates the Company’s employee benefit and incentive compensation plans and programs, including the establishment of certain applicable performance criteria and assessment of risks associated with those plans and programs. The Committee also reviews and assesses the adequacy of the Company’s stock ownership and retention guidelines for senior executives. The Committee reviews the company’s employee diversity and inclusion policies, programs and initiatives and its human resources strategies and initiatives. For additional information on the Committee’s processes, please see the “Compensation Discussion and Analysis”“Executive Compensation” section of this proxy statement.

The Committee reports regularly to the Board regarding its activities, reviews and reassesses the adequacy of its charter on an annual basis and conducts an annual self-evaluationself-evaluation of Committee performance. The Compensation and Development Committee held sevensix meetings in 2017.fiscal 2019.

Nominating and Corporate Governance Committee

The members of the Nominating and Corporate Governance Committee are Coleman Peterson (Chair), Maxine Clark, Robert Dixon Anne Parducci(Chair), and Sarah Personette.

The Nominating and Corporate Governance Committee establishes criteria for membership of the Company’sCompany’s Board of Directors and its committees and selects and nominates candidates for election or re-election as Directors at the Company’s annual meeting.Annual Meeting. Additionally, the Committee determines the composition, nature and duties of the Board committees and oversees the Board and committee self-evaluation processes.

The Committee is also responsible for reviewing and making recommendations to the Board regarding the Company’s Corporate Governance Guidelines, whistleblower policy and ethics codes.

The Committee reports regularly to the Board regarding its activities, reviews and reassesses the adequacy of its charter on an annual basis and conducts an annual self-evaluation of Committee performance. The Nominating and Corporate Governance Committee held foursix meetings in 2017.fiscal 2019.

Risk Oversight by the Board

It is management’smanagement’s responsibility to assess and manage the various risks the Company faces. It is the Board’s responsibility to oversee management in this effort. In exercising its oversight, the Board has allocated some areas of focus to its committees and has retained areas of focus for itself, as more fully described below.

Management generally views the risks the Company faces as falling into the following categories: strategic, operational, financial, and compliance. The Board as a whole has oversight responsibility for the Company’sCompany’s strategic and operational risks. Throughout the year, the Chief Executive Officer and other members of senior management discuss these risks with the Board during reviews that focus on a particular function.

The Audit Committee has oversight responsibility for financial risk (such as accounting, finance, internal controls and tax strategy). Oversight responsibility for compliance risk is shared among the Board committees. For example, the Audit Committee oversees compliance with finance and accounting laws and policies; the Compensation and Development Committee oversees compliance with the Company’s executive compensation plans and related laws and policies; and the Nominating and Corporate Governance Committee oversees compliance with governance-related laws and policies, including the Company’s Corporate Governance Guidelines.Guidelines and ethics codes. In addition, the Audit Committee receives regular briefings from our Chief Financial Officer, Senior Managing Director of Technology, and outside experts on cybersecurity risks and cyber risk oversight. During these meetings, the Audit Committee and management discuss these risks, risk management activities and efforts, best practices, lessons learned from incidents at other companies, the effectiveness of our security measures, and other related matters.

BOARD MEMBER INDEPENDENCE AND COMMITTEE MEMBER QUALIFICATIONS

The Board of Directors annually determines the independence of Directors based upon a review conducted by the Nominating and Corporate Governance Committee and the Board of Directors. No Director is considered independent unless he or she has no material relationship with the Company, either directly or as a partner, stockholder, family member, or officer of an organization that has a material relationship with the Company. All Directors identified as independent in this proxy statement meet the categorical standards adopted by the Board of Directors to assist it in making determinations of Director independence. On an annual basis, each Director and Named Executive Officer is obligated to complete a Director and Officer Questionnaire. Additionally, our Directors are expected to disclose any matters that may arise during the course of the year which have the potential to impair independence. 

The Board has determined that, in its judgment as of the date of this proxy statement, each of the non-management Board members (including all members of the Audit, Nominating and Corporate Governance, and Compensation and Development Committees) are independent Directors, as defined by our Corporate Governance Guidelines and Section 303A of the New York Stock Exchange (“NYSE”) Listed Company Manual. Accordingly, Maxine Clark, George Carrara, Robert Dixon, David Kanen, Craig Leavitt and Sarah Personette are all independent Directors, as defined by our Corporate Governance Guidelines and Section 303A of the NYSE Listed Company Manual. In making these determinations, the Board of Directors has reviewed all transactions and relationships between each Director (or any member of his or her immediate family) and the Company, including transactions and relationships described in the Directors’ responses to Director and Officer Questionnaires regarding employment, business, family, consulting, accounting, charitable and other relationships with the Company and its management, as well as those disclosed pursuant to Item 404(a) of Regulation S-K as described in “Related Party Transactions” in this proxy statement. As a result of this review, the Board concluded, as to each non-management Director, that no relationship exists which, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a Director.

In determining Ms. Clark’s independence and in addition to the evaluation noted above, the Board considered Ms. Clark’s past employment as Chief Executive Bear and concluded that because nearly seven years have passed since her retirement from this position and the Company has experienced significant executive turnover from that time, she is independent under both the Company’s Corporate Guidelines and applicable NYSE standards.

In addition, the Board also determined that each member of the Audit Committee (George Carrara, Maxine Clark, Robert Dixon and Craig Leavitt) is independent under the heightened Audit Committee independence requirements included in Section 303A of the NYSE Listed Company Manual and the SEC rules. Moreover, each member of the Audit Committee is financially literate, and at least one such member (George Carrara) has accounting or related financial management expertise as required in Section 303A of the NYSE Listed Company Manual. Furthermore, the Board determined that George Carrara qualifies as an “audit committee financial expert” as such term is defined under applicable SEC rules. Finally, each member of the Compensation and Development Committee (George Carrara, David Kanen, Craig Leavitt and Sarah Personette) is independent under the heightened Compensation Committee independence requirements included in Section 303A of the NYSE Listed Company Manual, is a “non-employee director” pursuant to SEC Rule 16b-3.

RELATED PARTY TRANSACTIONS

In addition to annually reviewing the independence of our Directors, the Company also maintains strict policies and procedures for ensuring that our Directors, executive officers and employees maintain high ethical standards and avoid conflicts of interest. Our Business Conduct Policy prohibits any direct or indirect conflicts of interest and requires any transactions which may constitute a potential conflict of interest to be reported to the Nominating and Corporate Governance Committee. Our Code of Ethics applicable to Senior Executives requires our leadership to act with honesty and integrity, and to disclose to the Nominating and Corporate Governance Committee any material transaction that reasonably could be expected to give rise to actual or apparent conflicts of interest. 

Our Nominating and Corporate Governance Committee has established written procedures for the review and pre-approval of all transactions between us and any related parties, including our Directors, executive officers, nominees for Director or executive officer, 25% stockholders and immediate family members of any of the foregoing. Specifically, pursuant to our Business Conduct Policy and Code of Ethics, any Director or executive officer intending to enter into a transaction with the Company must provide the Nominating and Corporate Governance Committee with all relevant details of the transaction. The transaction will then be evaluated by the Nominating and Corporate Governance Committee to determine if the transaction is in our best interests and whether, in the Committee’s judgment, the terms of such transaction are at least as beneficial to us as the terms we could obtain in a similar transaction with an independent third party. In order to meet these standards, the Nominating and Corporate Governance Committee may conduct a competitive bidding process, secure independent consulting advice, engage in its own fact-finding, or pursue such other investigation and fact-finding initiatives as may be necessary and appropriate in the Committee’s judgment.

Cooperation Agreement with David Kanen and Affiliates

David Kanen, one of our Directors, serves as the managing member of KWM, and KWM is the general partner of Philotimo. Collectively, Mr. Kanen, KWM and Philotimo are the Company’s largest stockholders and currently own nearly 10% of the Company’s outstanding shares of common stock. As previously disclosed in the Company’s current report on Form 8-K filed with the SEC on July 29, 2019, the Company and Mr. Kanen, KWM and Philotimo (together with Mr. Kanen and KWM, the “Investor”) entered into a Cooperation Agreement on July 26, 2019 (the “Cooperation Agreement”) pursuant to which the Company agreed, among other things, to appoint Mr. Kanen as a Director of the Company. The Investor has agreed to abide by customary standstill restrictions until 15 days prior to the deadline for submission of a notice of stockholder nomination of individuals for election as Directors of the Company at the Company’s 2021 Annual Meeting of Stockholders (the “Standstill Period”); provided that if the Board offers to nominate Mr. Kanen for election to the Board at the 2021 Annual Meeting and Mr. Kanen agrees to stand for election to the Board at the 2021 Annual Meeting, then the Standstill Period will be automatically extended for such period as Mr. Kanen remains on the Board.

During the Standstill Period, except in connection with any Extraordinary Transaction (as defined in the Cooperation Agreement), the Investor has agreed to vote all shares of the Company’s common stock beneficially owned by Investor at such meeting (i) in favor of the slate of Directors nominated by the Board and against the removal of any member of the Board and (ii) in accordance with the Board’s recommendation with respect to any other proposal presented at such annual or special meeting of the Company’s stockholders, including, but not limited to, any advisory proposal on executive compensation. The term “Extraordinary Transaction” includes, among other similar transactions. tender or exchange offers, mergers, consolidations, acquisitions, sales of all or substantially all assets or sale, spinoffs, business combination transactions, extraordinary dividends, significant stock repurchases, recapitalizations, restructurings, reorganizations, a liquidation, dissolution or issuance of the Company’s equity or equity equivalent securities. Mr. Kanen has delivered to the Company an irrevocable advance resignation letter, tendering his resignation from the Board upon the occurrence of certain events specified in such resignation letter (which resignation may be accepted by the Board in its sole discretion), and a written waiver of the right to receive any compensation from the Company for service as an independent director of the Company. The Cooperation Agreement remains in effect until the expiration of the Standstill Period, breach by the Investor or mutual agreement of the Company and the Investor.

BOARD OF DIRECTORS COMPENSATION

The table below discloses compensation information of members of the Company’s Board of Directors for serving as members of the Company’s Board for the fiscal year ended February 1, 2020. As a member of management, Sharon John, the Company’s President and Chief Executive Officer, did not receive compensation for her services as Director in fiscal 2019. Messrs. Carrara and Kanen were appointed to the Company’s Board in fiscal 2019.

Director Compensation Policies

The Compensation and Development Committee reviews Board compensation annually based on information provided by the Committee’s independent compensation consultant Meridian Compensation Partners, LLC (“Meridian”). Currently, the Board compensation program provides for an annual cash retainer for Board membership, an annual restricted stock award and additional annual cash retainers for committee Chairs. The Non-Executive Chairman receives an additional annual cash retainer and restricted stock award for his service. Board members do not receive additional fees or compensation for attending meetings or for serving on Board committees. Meridian reviewed the Company’s independent director compensation program compared to the programs of the peer group discussed in the “Executive Compensation Summary” section of this proxy statement. Based on Meridian’s conclusion that the Company’s independent director compensation was at approximately the 50^th percentile relative to the peer group, the annual Board and committee cash retainers and the value of the annual Board restricted stock award, as well as the Non-Executive Chairman’s annual cash retainer and restricted stock award, were left unchanged for fiscal 2019 and remain at levels that have been in effect since fiscal 2016. These amounts are reflected in the table below.

In March 2020, in response to the impact of COVID-19 on the Company’s business, the independent directors agreed to waive Board and committee chair cash retainers for the first quarter of fiscal 2020.

Our Corporate Governance Guidelines provide that non-management Directors are required to own shares of the Company’s common stock having a value equal to three times the annual cash retainer for Board membership. See “Executive Compensation—Stock Ownership Guidelines” for additional information. Under our Corporate Governance Guidelines, no Director may stand for election or re-election after reaching the age of 73.

We reimburse our Directors for reasonable out-of-pocket expenses incurred in connection with attendance and participation in Board and committee meetings. We also reimburse our Directors for expenses incurred in the attendance of director continuing education conferences.

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION SUMMARY

The following provides compensation information pursuant to the scaled disclosure rules applicable to “smaller reporting companies” under SEC rules and may contain statements regarding future individual and Company performance targets and goals. These targets and goals are disclosed in the limited context of the Company’s compensation programs and should not be understood to be statements of management’s expectations or estimates of results or other guidance. We specifically caution investors not to apply these statements to other contexts.

Overview of Compensation Program

The following section describes our overall compensation philosophy and the primary components of our executive compensation program for the following Named Executive Officers (“NEOs”) for fiscal 2019:

The fundamental objectives of our executive compensation program are to attract and retain highly qualified executive officers, to motivate these executive officers to materially contribute to our long-term business success, and to align the interests of our executive officers and stockholders by rewarding our executives for individual and corporate performance based on targets established by the Compensation and Development Committee of the Board (the “Committee”).

We believe that achievement of these compensation program objectives enhances long-term stockholder value. When designing compensation packages to reflect these objectives, the Committee is guided by the following four principles:

In implementing this compensation philosophy, the Committee takes into account the compensation amounts from the previous years for each of the NEOs and internal compensation equity among the NEOs, considering factors such as scope of responsibility and performance. Historically, the Committee has strived to structure compensation packages so that total target compensation, including performance-based compensation, will be near the median of the Company’s peer group. Because a significant weighting of total target compensation is on variable pay, realized compensation will vary significantly depending on whether or not, the Company meets its financial targets.

2019 Compensation Determination Process

Each year the Committee engages in a review of our executive compensation with the goal of ensuring the appropriate combination of fixed and variable compensation linked to individual and corporate performance.

Role of the Committee and Board of Directors

The Committee charter provides the Committee with the option of either determining the Chief Executive Officer’s compensation or recommending such compensation to the Board for determination. The Committee has historically chosen to consult with the full Board of Directors, other than the Chief Executive Officer, on the Chief Executive Officer’s compensation, because the Committee believes that the Chief Executive’s performance and compensation are so critical to the success of the Company that Board involvement in such matters is appropriate. The Committee also determines the compensation and review process for all executive officers other than the Chief Executive. Because the Committee charter specifically delegates this responsibility to the Committee, it only involves the full Board in an advisory capacity with respect to the compensation decision-making process for the other NEOs.

Role of Committee Consultants

For 2019, the Committee retained Meridian as its independent consultant on executive and Director compensation. Meridian’s engagement is to act as the Committee’s independent advisor on executive and Director compensation and in this role, Meridian assisted the Committee in the determination of the peer group, the compensation benchmarking process, and the review and establishment of compensation policies and programs for NEOs.

The Committee did not direct Meridian to perform its services in any particular manner or under any particular method, and all decisions with respect to the NEOs’ compensation are made by the Committee. The Committee has the final authority to retain and terminate the compensation consultant and evaluates the consultant annually. The Company has no relationship with Meridian (other than the relationship undertaken by the Committee) and, after consideration of NYSE listing standards pertaining to the independence of compensation consultants, the Committee determined that Meridian is independent. Meridian does not provide any additional services to the Company.

Role of Management

Also, in the course of its review, the Committee considered the advice and input of the Company’s management. Specifically, the Committee leverages the Company’s management, human resources department and legal department to assist the Committee in the timely and cost-effective fulfillment of its duties. The Committee solicits input from the Chief Executive Officer and human resources department regarding compensation policies and levels. The legal department assists the Committee in the documentation of compensation decisions. In addition, the Build-A-Bear Workshop, Inc. 2017 Omnibus Incentive Plan provides that the Chief Executive Officer and Chief Human Resources Officer have the limited authority to grant equity awards to Company employees other than executive officers. The Committee does not permit members of the Company’s management to materially participate in the determination of their particular compensation; nor does the Committee permit members of management, including the Chief Executive Officer, to be physically present for those portions of Committee meetings during which the particular member of the management team’s performance and compensation are reviewed and determined.

Stockholder Engagement and Response to Stockholder Advisory Vote on Executive Compensation

At the 2019 Annual Meeting, approximately 61 percent of the total votes cast were voted in favor of the Company's say-on-pay proposal, down from more than 85 percent approval at the Company's 2018 Annual Meeting. Although a substantial majority of the Company’s stockholders supported the executive compensation program, Build-A-Bear values its relationship with its stockholders and the Company has consistently demonstrated its commitment to transparency and responsiveness to stockholder perspectives. As a result, the Company’s Independent Board Chair engaged in discussions with stockholders regarding a wide range of topics, including strategic priorities, corporate governance and executive compensation. In the course of this engagement cycle, Build-A-Bear reached out to non-management stockholders that as of September 30, 2019 held in the aggregate more than 48 percent of the Company's outstanding shares and received feedback from holders of over 35 percent of the Company's outstanding shares. The engagement process provided a valuable opportunity for the Committee to receive important feedback as to stockholders’ concerns and to further explain the process that the Committee follows to determine executive compensation.

Although no consistent criticism of the Company’s executive compensation program arose during these conversations, a stockholder suggested that the Committee consider increasing the equity portion of incentive compensation. The Committee strongly agrees with this suggestion but notes the limited number of shares available under the 2017 Omnibus Incentive Plan. Accordingly, in April 2020, the Committee and the Board approved the 2020 Omnibus Incentive Plan which is being submitted for stockholder approval as Proposal No. 4 of this proxy statement. In addition, a stockholder suggested that the Committee use more than one performance metric for its short-term and long-term incentive compensation programs. Given the Company’s pre-tax loss in fiscal 2018 and only slight pre-tax income in fiscal 2019, it was acknowledged, however, that the primary focus of incentive compensation should be on increased profitability in the immediate term with an eye toward considering additional performance metrics in the future.

      During fiscal 2019, the Board appointed David Kanen as a Director of the Company and as a member of the Committee. Collectively, Mr. Kanen, and certain of his affiliates, KWM and Philotimo, own almost 10% of the Company’s outstanding shares. The Committee members believe that it is beneficial to have the Company’s largest stockholder serve as a member of the Committee to express the views of large institutional stockholders at Committee meetings throughout the year.

Key 2019 Compensation Decisions

For 2019, our NEOs’ annual total direct compensation consisted of a mix of base salary, annual cash bonuses based on the achievement of pre-established financial goals, and long-term incentive awards consisting of performance-based restricted stock, time-based restricted stock, and performance-based cash.

 In April 2019, the Committee approved adjustments to our NEOs’ compensation programs as highlighted below:

In addition to the key decisions approved by the Committee for 2019, the Company’s executive compensation program continues to feature the following best practices:

Compensation Risk AssessmentEXECUTIVE COMPENSATION

During fiscal 2017,EXECUTIVE COMPENSATION SUMMARY

The following provides compensation information pursuant to the scaled disclosure rules applicable to “smaller reporting companies” under SEC rules and may contain statements regarding future individual and Company undertook a comprehensive reviewperformance targets and goals. These targets and goals are disclosed in the limited context of its materialthe Company’s compensation plans and programs for all employees. In conducting this assessment, the Company inventoried its material plans and programs and presented a summaryshould not be understood to be statements of its findingsmanagement’s expectations or estimates of results or other guidance. We specifically caution investors not to apply these statements to other contexts.

Overview of Compensation Program

The following section describes our overall compensation philosophy and the primary components of our executive compensation program for the following Named Executive Officers (“NEOs”) for fiscal 2019:

The fundamental objectives of our executive compensation program are to attract and retain highly qualified executive officers, to motivate these executive officers to materially contribute to our long-term business success, and to align the interests of our executive officers and stockholders by rewarding our executives for individual and corporate performance based on targets established by the Compensation and Development Committee which determinedof the Board (the “Committee”).

We believe that noneachievement of itsthese compensation plansprogram objectives enhances long-term stockholder value. When designing compensation packages to reflect these objectives, the Committee is guided by the following four principles:

In implementing this compensation philosophy, the Committee takes into account the compensation amounts from the previous years for each of the NEOs and programsinternal compensation equity among the NEOs, considering factors such as scope of responsibility and performance. Historically, the Committee has strived to structure compensation packages so that total target compensation, including performance-based compensation, will be near the median of the Company’s peer group. Because a significant weighting of total target compensation is reasonably likely to have a material adverse effect on variable pay, realized compensation will vary significantly depending on whether or not, the Company or promote undue risk taking.meets its financial targets.

2019 Compensation Determination Process

BOARD MEMBER INDEPENDENCE AND COMMITTEE MEMBER QUALIFICATIONSEach year the Committee engages in a review of our executive compensation with the goal of ensuring the appropriate combination of fixed and variable compensation linked to individual and corporate performance.

Role of the Committee and Board of Directors

The Committee charter provides the Committee with the option of either determining the Chief Executive Officer’s compensation or recommending such compensation to the Board for determination. The Committee has historically chosen to consult with the full Board of Directors, annuallyother than the Chief Executive Officer, on the Chief Executive Officer’s compensation, because the Committee believes that the Chief Executive’s performance and compensation are so critical to the success of the Company that Board involvement in such matters is appropriate. The Committee also determines the compensation and review process for all executive officers other than the Chief Executive. Because the Committee charter specifically delegates this responsibility to the Committee, it only involves the full Board in an advisory capacity with respect to the compensation decision-making process for the other NEOs.

Role of Committee Consultants

For 2019, the Committee retained Meridian as its independent consultant on executive and Director compensation. Meridian’s engagement is to act as the Committee’s independent advisor on executive and Director compensation and in this role, Meridian assisted the Committee in the determination of the peer group, the compensation benchmarking process, and the review and establishment of compensation policies and programs for NEOs.

The Committee did not direct Meridian to perform its services in any particular manner or under any particular method, and all decisions with respect to the NEOs’ compensation are made by the Committee. The Committee has the final authority to retain and terminate the compensation consultant and evaluates the consultant annually. The Company has no relationship with Meridian (other than the relationship undertaken by the Committee) and, after consideration of NYSE listing standards pertaining to the independence of Directors based uponcompensation consultants, the Committee determined that Meridian is independent. Meridian does not provide any additional services to the Company.

Role of Management

Also, in the course of its review, the Committee considered the advice and input of the Company’s management. Specifically, the Committee leverages the Company’s management, human resources department and legal department to assist the Committee in the timely and cost-effective fulfillment of its duties. The Committee solicits input from the Chief Executive Officer and human resources department regarding compensation policies and levels. The legal department assists the Committee in the documentation of compensation decisions. In addition, the Build-A-Bear Workshop, Inc. 2017 Omnibus Incentive Plan provides that the Chief Executive Officer and Chief Human Resources Officer have the limited authority to grant equity awards to Company employees other than executive officers. The Committee does not permit members of the Company’s management to materially participate in the determination of their particular compensation; nor does the Committee permit members of management, including the Chief Executive Officer, to be physically present for those portions of Committee meetings during which the particular member of the management team’s performance and compensation are reviewed and determined.

Stockholder Engagement and Response to Stockholder Advisory Vote on Executive Compensation

At the 2019 Annual Meeting, approximately 61 percent of the total votes cast were voted in favor of the Company's say-on-pay proposal, down from more than 85 percent approval at the Company's 2018 Annual Meeting. Although a review conducted bysubstantial majority of the NominatingCompany’s stockholders supported the executive compensation program, Build-A-Bear values its relationship with its stockholders and Corporate Governancethe Company has consistently demonstrated its commitment to transparency and responsiveness to stockholder perspectives. As a result, the Company’s Independent Board Chair engaged in discussions with stockholders regarding a wide range of topics, including strategic priorities, corporate governance and executive compensation. In the course of this engagement cycle, Build-A-Bear reached out to non-management stockholders that as of September 30, 2019 held in the aggregate more than 48 percent of the Company's outstanding shares and received feedback from holders of over 35 percent of the Company's outstanding shares. The engagement process provided a valuable opportunity for the Committee to receive important feedback as to stockholders’ concerns and to further explain the process that the Committee follows to determine executive compensation.

Although no consistent criticism of the Company’s executive compensation program arose during these conversations, a stockholder suggested that the Committee consider increasing the equity portion of incentive compensation. The Committee strongly agrees with this suggestion but notes the limited number of shares available under the 2017 Omnibus Incentive Plan. Accordingly, in April 2020, the Committee and the Board of Directors. No Directorapproved the 2020 Omnibus Incentive Plan which is considered independent unless he or she has no material relationship with the Company, either directly orbeing submitted for stockholder approval as a partner, stockholder, family member, or officer of an organization that has a material relationship with the Company. All Directors identified as independent in this proxy statement meet the categorical standards adopted by the Board of Directors to assist it in making determinations of Director independence. On an annual basis, each Director and Named Executive Officer is obligated to complete a Director and Officer Questionnaire. Additionally, our Directors are expected to disclose any matters that may arise during the course of the year which have the potential to impair independence. 

The Board has determined that, in its judgment as of the dateProposal No. 4 of this proxy statement, eachstatement. In addition, a stockholder suggested that the Committee use more than one performance metric for its short-term and long-term incentive compensation programs. Given the Company’s pre-tax loss in fiscal 2018 and only slight pre-tax income in fiscal 2019, it was acknowledged, however, that the primary focus of incentive compensation should be on increased profitability in the immediate term with an eye toward considering additional performance metrics in the future.

      During fiscal 2019, the Board appointed David Kanen as a Director of the non-management Board members (including all members of the Audit, NominatingCompany and Corporate Governance, and Compensation and Development Committees) are independent Directors, as defined by our Corporate Governance Guidelines and Section 303A of the New York Stock Exchange (“NYSE”) Listed Company Manual. Accordingly, Maxine Clark, Robert Dixon, Craig Leavitt, Anne Parducci, Sarah Personette, Coleman Peterson and Michael Shaffer are all independent Directors, as defined by our Corporate Governance Guidelines and Section 303A of the NYSE Listed Company Manual.

In addition, the Board also determined that eacha member of the Audit Committee (Maxine Clark, Robert Dixon, Craig LeavittCommittee. Collectively, Mr. Kanen, and Michael Shaffer) is independent under the heightened Audit Committee independence requirements included in Section 303Acertain of his affiliates, KWM and Philotimo, own almost 10% of the NYSE Listed Company Manual andCompany’s outstanding shares. The Committee members believe that it is beneficial to have the SEC rules. Moreover, eachCompany’s largest stockholder serve as a member of the Audit Committee is financially literate, andto express the views of large institutional stockholders at least one such member (Michael Shaffer) has accounting or related financial management expertise as required in Section 303A ofCommittee meetings throughout the NYSE Listed Company Manual. Furthermore, the Board determined that Michael Shaffer qualifies as an “audit committee financial expert” as such term is defined under applicable SEC rules. Finally, each member of the Compensation and Development Committee (Craig Leavitt, Anne Parducci, Sarah Personette, Coleman Peterson and Michael Shaffer) is independent under the heightened Compensation Committee independence requirements included in Section 303A of the NYSE Listed Company Manual, is a “non-employee director” pursuant to SEC Rule 16b-3 and is an “outside director” for purposes of Section 162(m) (“Code Section 162(m)”) of the Internal Revenue Code of 1986, as amended (the “Code”).year.

Key 2019 Compensation Decisions

RELATED PARTY TRANSACTIONSFor 2019, our NEOs’ annual total direct compensation consisted of a mix of base salary, annual cash bonuses based on the achievement of pre-established financial goals, and long-term incentive awards consisting of performance-based restricted stock, time-based restricted stock, and performance-based cash.

In addition to annually reviewingApril 2019, the independence of our Directors, the Company also maintains strict policies and procedures for ensuring that our Directors, executive officers and employees maintain high ethical standards and avoid conflicts of interest. Our Business Conduct Policy prohibits any direct or indirect conflicts of interest and requires any transactions which may constitute a potential conflict of interest to be reported to the Nominating and Corporate Governance Committee. Our Code of Ethics applicable to Senior Executives requires our leadership to act with honesty and integrity, and to disclose to the Nominating and Corporate Governance Committee any material transaction that reasonably could be expected to give rise to actual or apparent conflicts of interest. 

Our Nominating and Corporate Governance Committee has established written procedures for the review and pre-approval of all transactions between us and any related parties, including our Directors, executive officers, nominees for Director or executive officer, 15% stockholders and immediate family members of any of the foregoing. Specifically, pursuantapproved adjustments to our Business Conduct Policy and Code of Ethics, any DirectorNEOs’ compensation programs as highlighted below:

Director Compensation Policies

The Compensation and DevelopmentIn addition to the key decisions approved by the Committee reviews Board compensation annually, in conjunction withfor 2019, the November Board meeting. Currently, the BoardCompany’s executive compensation program provides for an annual retainer for Board membership, an annual restricted stock award and additional annual retainers for committee Chairs. The Non-Executive Chairman receives an additional annual retainer and restricted stock award for his service. Board members do not receive additional fees or compensation for attending meetings or for serving on Board committees. In connection with that review,continues to feature the annual Board retainer and the value of the annual Board restricted stock award, as well as the Non-Executive Chairman’s annual retainer and restricted stock award, were left unchanged for 2017. These amounts are reflected in the table below.following best practices:

Our Corporate Governance Guidelines provide that non-management Directors are required to own shares of the Company’s common stock having a value equal to three times the annual cash retainer for Board membership. This policy does not apply to Directors Emeritus.

Under our Corporate Governance Guidelines, no Director may stand for election or re-election after reaching the age of 73. However, a retiring Director may be asked by the Board to continue to serve the Company in the status of Director Emeritus. A Director Emeritus does not receive an annual cash retainer or restricted stock grant.

We reimburse our Directors and Directors Emeritus for reasonable out-of-pocket expenses incurred in connection with attendance and participation in Board and committee meetings. We also reimburse our Directors for expenses incurred in the attendance of director continuing education conferences.

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSISSUMMARY

The following provides compensation information pursuant to the scaled disclosure rules applicable to “smaller reporting companies” under SEC rules and may contain statements regarding future individual and Company performance targets and goals. These targets and goals are disclosed in the limited context of the Company’s compensation programs and should not be understood to be statements of management’s expectations or estimates of results or other guidance. We specifically caution investors not to apply these statements to other contexts.

Overview of Compensation Program

The following Compensation Discussion and Analysis (“CD&A”)section describes our overall compensation philosophy and the primary components of our executive compensation program. Furthermore, the CD&A explains the process by which the Compensation and Development Committee determined the fiscal 2017 compensationprogram for the following Named Executive Officers:Officers (“NEOs”) for fiscal 2019:

Executive Summary

Summary of Fiscal 2016 and 2017 Financial Results

The Company is in the midst of a multi-year effort to rebuild its business and return to long-term profitable growth by further leveraging the power of the Build-A-Bear brand while simultaneously improving the profitability of our retail channel. As discussed in the “Compensation Philosophy” section below, the Committee is focused on retaining and motivating the highly qualified executive officers who are leading the evolution and reinvention of the Company in a rapidly changing retail industry.

After three consecutive years of comparable sales increases and improved profitability, in December 2016 the Company was significantly impacted by a sudden decline in retail traffic, particularly in North America. As a result, revenues and profitability were significantly and adversely impacted. Fiscal 2016 results included:

In fiscal 2017, the Company’s total revenues declined slightly in a challenging retail environment. Nevertheless, the Company improved its retail margin, managed its costs, and evolved its real estate portfolio to include more productive formats, resulting in improved pre-tax income. Fiscal 2017 results included:

2017 Say on Pay Vote

In 2017, we received a favorable advisory vote on our executive compensation program. Approximately 90% of shares voted at our 2017 Annual Meeting of Stockholders voted to approve our executive compensation program. The Committee believes this affirms our stockholders’ strong support of the Company’s executive compensation program and did not change its approach in 2017 based on the results of the advisory vote. The Committee will continue to monitor and consider the outcomes of future advisory votes on the Company’s executive compensation program when making compensation decisions for the NEOs.

Key 2017 Compensation Decisions

We seek to design and implement executive compensation programs that align with our stockholders’ interests. A significant portion of our NEOs’ compensation is based on individual, corporate financial, and company stock price performance, while avoiding the encouragement of unnecessary or excessive risk-taking. For 2017, our NEOs’ total direct compensation consisted of a mix of base salary, annual cash bonuses based on the achievement of pre-established financial goals, and long-term incentive awards consisting of time-based restricted stock, performance-based restricted stock, and non-qualified stock options.

In March 2017, the Committee approved adjustments to our NEOs’ compensation programs as highlighted below:

In addition to the key decisions approved by the Committee for 2017, the Company’s executive compensation program continues to feature the following best practices:

Change in Fiscal Year

Prior to 2018, the Company’s fiscal year has ended on the Saturday nearest to December 31 in each year.  The Board of Directors adopted an amendment to the Company’s Amended and Restated Bylaws on January 4, 2018 that provides that the Company’s fiscal year now consists of the 52- or 53-week period that ends on the Saturday nearest January 31 each year.

In March 2016, our NEOs were granted three-year performance-based restricted stock that will be earned if pre-established cumulative consolidated total revenue targets are attained.  The award agreements entered into in connection with the 2016 performance-based restricted stock awards provided that any shares earned at the end of the performance period would vest on March 31, 2019.  Similarly, and as discussed in this CD&A, in March 2017, our NEOs were granted three-year performance-based restricted stock that will be earned if pre-established three-year pre-tax income growth goals are attained.  Award agreements entered into in connection with these awards provided that at any shares earned at the end of the performance period would vest on March 31, 2020.

Because the audit of the Company’s consolidated financial statements will likely not be completed until mid-April of each following year as a result of the change in fiscal year, the Compensation and Development Committee modified the 2016 award agreements and 2017 award agreements to provide that any shares that are earned under these agreements will vest on April 30, 2019 and April 30, 2020, respectively.

Alignment of 2017 Chief Executive Officer Pay and Historical Performance

As discussed throughout this CD&A, the Committee seeks to design executive compensation programs that are highly aligned with long-term shareholder value creation and provide rewards for the achievement of pre-established Company financial metrics. In keeping with this philosophy, the Committee approved a target mix of total direct compensation (base salary, annual bonus, and long-term incentives) for 2017 for our Chief Executive Officer, with approximately 45% of total direct compensation in the following forms of performance-based compensation: (1) target annual bonus (26%), (2) three-year performance-based restricted stock (14%), and (3) non-qualified stock options (5%).  The remaining 55% of our Chief Executive Officer’s total direct compensation was comprised of base salary (26%) and time-based restricted stock (29%).

Based on this emphasis on performance-based compensation, historically our Chief Executive Officer’s compensation has had a strong relationship to our Company performance. The table below shows our historical pre-tax income (loss) and fiscal year-end stock price per share from fiscal 2011 through fiscal 2017.

The comparison below of performance-based compensation granted to our Chief Executive Officer to the amount of such compensation that was actually paid or vested based on the Company’s performance demonstrates the alignment of compensation to Company financial performance:

Summary of Chief Executive Officer Annual Bonuses Paid as a Percent of Target  

Summary of Performance-Based Restricted Shares/Long-Term Cash Earned as a Percent of Target

Compensation Philosophy

The fundamental objectives of our executive compensation program are to attract and retain highly qualified executive officers, to motivate these executive officers to materially contribute to our long-term business success, and to align the interests of our executive officers and stockholders by rewarding our executives for individual and corporate performance based on targets established by the Committee.Compensation and Development Committee of the Board (the “Committee”).

We believe that achievement of these compensation program objectives enhances long-term stockholder value. When designing compensation packages to reflect these objectives, the Committee is guided by the following four principles:

In implementing this compensation philosophy, the Committee takes into account the compensation amounts from the previous years for each of the NEOs and internal compensation equity among the NEOs.NEOs, considering factors such as scope of responsibility and performance. Historically, the Committee has strived to structure compensation packages so that total payout, taking into considerationtarget compensation, including performance-based compensation, will be near the median of the Company’s peer group ifgroup. Because a significant weighting of total target compensation is on variable pay, realized compensation will vary significantly depending on whether or not, the Company meets its financial targets and above the median if the Company exceeds its financial targets and the individual NEOs perform well in their roles throughout the fiscal year. Over the past several years, however, our NEOs’ compensation packages have generally fallen below the median.targets.

20172019 Compensation Determination Process

Each year the Committee engages in a review of our executive compensation with the goal of ensuring the appropriate combination of fixed and variable compensation linked to individual and corporate performance.

Role of the Committee and Board of Directors

The Committee charter provides the Committee with the option of either determining the Chief Executive Officer’s compensation or recommending such compensation to the Board for determination. The Committee has historically chosen to consult with the full Board of Directors, other than the Chief Executive Officer, on the Chief Executive Officer’s compensation, because the Committee believes that the Chief Executive’s performance and compensation are so critical to the success of the Company that Board involvement in such matters is appropriate. The Committee also determines the compensation and review process for all executive officers other than the Chief Executive. Because the Committee charter specifically delegates this responsibility to the Committee, it only involves the full Board in an advisory capacity with respect to the compensation decision-making process for the other NEOs.

Role of Management

Also in the course of its review, the Committee considered the advice and input of the Company’s management. Specifically, the Committee leverages the Company’s management, human resources department and legal department to assist the Committee in the timely and cost-effective fulfillment of its duties. The Committee solicits input from the Chief Executive and human resources department regarding compensation policies and levels. The legal department assists the Committee in the documentation of compensation decisions. In addition, the Build-A-Bear Workshop, Inc. 2017 Omnibus Incentive Plan (the “2017 Incentive Plan”) provides that the Chief Executive Officer and Chief Human Resources Officer have the limited authority to grant equity awards to Company employees other than executive officers. The Build-A-Bear Workshop, Inc. Third Amended and Restated 2004 Stock Incentive Plan (the “2004 Inventive Plan”), under which fiscal 2017 annual bonuses and long-term incentive compensation awards were made, includes the same limited authority provision. The Committee does not permit members of the Company’s management to materially participate in the determination of their particular compensation; nor does the Committee permit members of management, including the Chief Executive, to be physically present for those portions of Committee meetings during which the particular member of the management team’s performance and compensation are reviewed and determined.

Role of Committee Consultants

For 2017,2019, the Committee retained Meridian Compensation Partners, LLC (“Meridian”) as its independent consultant on executive and Director compensation. Meridian’s engagement is to act as the Committee’s independent advisor on executive and Director compensation and in this role, Meridian assisted the Committee in the determination of the peer group, the compensation benchmarking process, and the review and establishment of compensation policies and programs for NEOs.

The Committee did not direct Meridian to perform its services in any particular manner or under any particular method, and all decisions with respect to the NEOs’NEOs’ compensation are made by the Committee. The Committee has the final authority to retain and terminate the compensation consultant and evaluates the consultant annually. The Company has no relationship with Meridian (other than the relationship undertaken by the Committee) and, after consideration of NYSE listing standards pertaining to the independence of compensation consultants, the Committee determined that Meridian is independent. Meridian does not provide any additional services to the Company.

Role of Management

Also, in the course of its review, the Committee considered the advice and input of the Company’s management. Specifically, the Committee leverages the Company’s management, human resources department and legal department to assist the Committee in the timely and cost-effective fulfillment of its duties. The Committee solicits input from the Chief Executive Officer and human resources department regarding compensation policies and levels. The legal department assists the Committee in the documentation of compensation decisions. In addition, the Build-A-Bear Workshop, Inc. 2017 Omnibus Incentive Plan provides that the Chief Executive Officer and Chief Human Resources Officer have the limited authority to grant equity awards to Company employees other than executive officers. The Committee does not permit members of the Company’s management to materially participate in the determination of their particular compensation; nor does the Committee permit members of management, including the Chief Executive Officer, to be physically present for those portions of Committee meetings during which the particular member of the management team’s performance and compensation are reviewed and determined.

Stockholder Engagement and Response to Stockholder Advisory Vote on Executive Compensation

At the 2019 Annual Meeting, approximately 61 percent of the total votes cast were voted in favor of the Company's say-on-pay proposal, down from more than 85 percent approval at the Company's 2018 Annual Meeting. Although a substantial majority of the Company’s stockholders supported the executive compensation program, Build-A-Bear values its relationship with its stockholders and the Company has consistently demonstrated its commitment to transparency and responsiveness to stockholder perspectives. As a result, the Company’s Independent Board Chair engaged in discussions with stockholders regarding a wide range of topics, including strategic priorities, corporate governance and executive compensation. In the course of this engagement cycle, Build-A-Bear reached out to non-management stockholders that as of September 30, 2019 held in the aggregate more than 48 percent of the Company's outstanding shares and received feedback from holders of over 35 percent of the Company's outstanding shares. The engagement process provided a valuable opportunity for the Committee to receive important feedback as to stockholders’ concerns and to further explain the process that the Committee follows to determine executive compensation.

Although no consistent criticism of the Company’s executive compensation program arose during these conversations, a stockholder suggested that the Committee consider increasing the equity portion of incentive compensation. The Committee strongly agrees with this suggestion but notes the limited number of shares available under the 2017 Omnibus Incentive Plan. Accordingly, in April 2020, the Committee and the Board approved the 2020 Omnibus Incentive Plan which is being submitted for stockholder approval as Proposal No. 4 of this proxy statement. In addition, a stockholder suggested that the Committee use more than one performance metric for its short-term and long-term incentive compensation programs. Given the Company’s pre-tax loss in fiscal 2018 and only slight pre-tax income in fiscal 2019, it was acknowledged, however, that the primary focus of incentive compensation should be on increased profitability in the immediate term with an eye toward considering additional performance metrics in the future.

      During fiscal 2019, the Board appointed David Kanen as a Director of the Company and as a member of the Committee. Collectively, Mr. Kanen, and certain of his affiliates, KWM and Philotimo, own almost 10% of the Company’s outstanding shares. The Committee members believe that it is beneficial to have the Company’s largest stockholder serve as a member of the Committee to express the views of large institutional stockholders at Committee meetings throughout the year.

Key 2019 Compensation Decisions

For 2019, our NEOs’ annual total direct compensation consisted of a mix of base salary, annual cash bonuses based on the achievement of pre-established financial goals, and long-term incentive awards consisting of performance-based restricted stock, time-based restricted stock, and performance-based cash.

 In April 2019, the Committee approved adjustments to our NEOs’ compensation programs as highlighted below:

In addition to the key decisions approved by the Committee for 2019, the Company’s executive compensation program continues to feature the following best practices:

Compensation Risk Assessment

During fiscal 2019, the Company undertook a comprehensive review of its material compensation plans and programs for all employees. In conducting this assessment, the Company inventoried its material plans and programs and presented a summary of its findings to the Compensation and Development Committee, which determined that none of its compensation plans and programs is reasonably likely to have a material adverse effect on the Company or promote undue risk taking.

Compensation Market Data and Benchmarking 

The Committee believes that external market data is an important tool by which to measure the fairness and competitiveness of the Company’s executive compensation. In September 2016, Meridian2018, the Committee’s compensation consultant reviewed the Company’s compensation peer group and developed recommendations for changes for the January 2017February 2019 market study. The peer group review considered the following characteristics:

As a result of the review, the Committee approved the use of the following 1715 peer companies for the January 2017February 2019 market study:

Leapfrog Enterprises Inc. and Pacific Sunwear California, Inc. were eliminated from the Company’s peer group for the 2017 analysis. Leapfrog was acquired in 2016, and Pacific Sunwear filed for bankruptcy in 2016. Duluth Holdings Inc. and Weyco Group, Inc. were added to the 2017 peer group because they met the Committee’s selection criteria described above. The Company still competes with much larger companies for executive talent, but the Committee believes that the 20172019 peer group is more appropriate in most instances for compensation benchmarking purposes. In addition to the peer group information, Meridian also summarized market data for the Company’s ISS peer group and provided size-adjusted, retail industry survey market data provided byfrom Equilar, Inc.

In January 2017,February 2019, the Committee reviewed a report from Meridian comparing each element of total direct compensation for the Company’s NEOs against market data. The Committee observed that total target direct compensation levels for 20162018 were within a reasonable range of the market 50^th percentile for our executive team.

While market data is an important measuring tool, it is only one of four principal considerations under the Company’sCompany’s compensation philosophy.philosophy outlined above.

2017 Base Salary

Base salary provides fixed compensation to an individual that reflects his or her job responsibilities, experience, value to the Company, and demonstrated performance.

Salaries or minimum salaries for the NEO’s are established in their employment agreements. These salaries or minimum salaries and the amount of any increase over minimums are determined by the Committee based on its subjective evaluation of a variety of factors, including: 

Typically, the Committee considers these factors during an annual review in March. In March 2017, the Committee considered base salary increases for the NEOs. The Committee undertook an annual performance review of each of the NEOs. Those NEOs each prepared a self-evaluation. The Chief Executive Officer completed evaluations of the NEOs other than herself and discussed those evaluations with, and received input from, the Committee. The Chief Executive Officer was primarily responsible for providing feedback to the other NEOs regarding their performance. In the case of the Chief Executive Officer, the Non-Executive Chairman presented the Committee’s and the Board’s feedback to the Chief Executive Officer on her self-evaluation.   

Following completion of these reviews of each individual’s 2016 performance, and with particular weighting on the Company’s 2016 financial results that reflected a late year decline in retail traffic, the Committee approved no base salary increases for the NEOs from 2016 to 2017.   

20172019 Bonus Plan

The Committee continued the use ofapproved a cash bonus plan in 20172019 (the “2019 Bonus Plan”) for the NEOs, granting potential cash bonuses pursuant to the Build-A-Bear Workshop, Inc. 2017 Bonus Plan (the “2017 Bonus Plan”) for the NEOs only if the Company achieved certain financial performance levels. Thus, consistent with all four elements of its compensation philosophy, the Committee aligned the NEOs’ 20172019 cash bonuses completely with the interests of our stockholders. The 2017 Bonus Plan was developed in accordance with the terms of the 2004 Incentive Plan.

On March 14, 2017,April 16, 2019, the Committee established the 2017fiscal 2019 performance objectives for the range of bonuses to be paid to the Company’s NEOs and the target bonus awards expressed as a percentage of eligible base salary (“Base Bonus Payout”). The 20172019 base bonus calculation for each NEO was determined by multiplying the Base Bonus Payout by the officer’s eligible base salary according to the following schedule (“Base Bonus Calculation”), which was unchanged from 2016:2018:

For the 20172019 Bonus Plan, given the objective of the Company immediately returning to profitability following an $18.5 million pre-tax loss in fiscal 2018, the Committee focused the performance goals on a single performance metric—consolidated pre-tax income. The cash bonus, if any, to be paid to each respective NEO was to be calculated based on the pre-tax income goals described in the table below.

The 20172019 Bonus Plan provided for bonus payouts only if the Company’s 20172019 consolidated pre-tax income (after providing for any bonus expense) exceeded the threshold amount. Under the 2017 Bonus Plan, consolidated pre-tax income results that fell between any of the achievement levels set forth in the table above would be interpolated in accordance with the methodology set forth in the 2017 Bonus Plan, in the sole discretion of the Committee. This discretion included the ability to reduce the otherwise applicable percentage of Base Bonus Calculation for each achievement level, but the Committee did not have the discretion to increase the amount of compensation payable above the maximum percentage of Base Bonus Calculation for each achievement level.

In March 2018,April 2020, the Committee determined that the Company met the threshold 2017 consolidatedachieved pre-tax income level for a bonus payoutof $1.6 million and, therefore, the NEOs earned 118.7% of their Base Bonus Payout under the 20172019 Bonus Plan, but did not attain the target level. In accordance with the 2017 Bonus Plan, the Committee interpolated between the two payout amounts and approved bonus payouts of 45% of target for 2017 performance. Please refer toas reflected in the Summary Compensation Table for bonuses earnedTable.   Although the NEOs were entitled to receive these bonus payouts in April 2020, in response to the impact of COVID-19 on the Company’s business, the NEOs agreed that the Company could delay payment of these bonus payments until no later than December 31, 2020 or earlier if recommended by management and approved by the NEOs under the 2017 Bonus Plan.Committee.

20172019 Long-Term Incentive Program

The objective of the Company’sCompany’s long-term incentive program is to provide a long-term retention incentive for the NEOs and to align their interests directly with those of our stockholders by way of stock ownership.

Long-term incentive compensation awards made in fiscal 2017 were made under the terms of the 2004 Incentive Plan. Under the 2004 Incentive Plan, the Committee has the discretion to determine whether equity awards will be granted to NEOsownership and if so, the number of shares subject to each award. The 2004 Incentive Plan allows the Committee to grant the following types of awards, in its discretion: options, stock appreciation rights, cash-based awards or other stock-based awards, such as common stock, restricted stock and other awards valued in whole or in part by reference to the fair market value ofpayouts based on the Company’s common stock. In most instances, these long-term grants vest over a multi-year basis.

The Committee meets in March of every year to determine the recipients of annual long-term incentive awards and to grant such awards by formal action. The practice of granting long-term incentive awards in March by Committee action applies uniformly to the NEOs and other employees of the Company and, with rare exceptions, is the only practice employed by the Company in connection with the granting of equity awards. The Committee does, however, have the discretion to make grants whenever it deems it appropriate in the best interests of the Company. Additionally, employees other than executive officers who are hired or promoted by the Company after the March Committee meeting may receive grants from the Chief Executive Officer or Chief Human Resources Officer at the levels previously approved by the Committee, at the date of such hire or promotion.

The Company does not have any program, plan or practice in place to time option or other award grants with the release of material, non-public information and does not release such information for the purpose of affecting the value of executive compensation. The exercise price of stock subject to options awarded under the 2004 Incentive Plan is the fair market value of the Company’s common stock on the date of grant. Under the terms of the 2004 Incentive Plan, the fair market value of the stock is the closing sale price of the Company’s common stock on the date of grant as reported by the NYSE.

Historically, the Company has granted stock-based compensation in the form of either (1) time-based restricted stock; (2) stock options; (3) performance-based restricted stock; or (4) a combination of these vehicles.

financial performance.

In January, February and March 2017,2019, the Committee reviewed a report of updated market data and industry compensation trends developed by Meridian.its independent compensation consultant. The Committee also reviewed the Company’s recent financial and share price performance and the availability of shares to grant under our 20042017 Omnibus Incentive Plan.

In March 2017,April 2019, the Committee allocated theapproved a grant of annual long-term incentive compensation to the NEOs as follows:awards consisting of three-year performance-based awards (50% of grant value) and time-based restricted stock (60%(50% of grant value), non-qualified stock options (10% of grant value), and three-year for NEOs. The performance awards for our Chief Executive Officer were granted in performance-based restricted stock (30% of grant value).and the performance awards for other NEOs were granted in performance-based cash in order to mitigate share dilution. The performance-based restricted stock awards will be earned if pre-established three-year pre-tax income growth goals are attained. The design and mix were structured to maintain a strong emphasis on performance and to align with peer practices.

The Committee determined the amount of long-term incentive awards granted to each executive using three key considerations: (1) market data for grant levels provided in the Meridian study; (2) grant levels required to bring the NEOs’ total target direct compensation at or near the median of total compensation of similarly situated executives within our peer group; and (3) grant levels required to retain key individual employee contributors.

In establishing the size of the 2017 award pool, the Committee considered the amount of stock and options outstanding, the expense associated with the grants and the potentially dilutive effect on stockholders, in addition to the overall compensation policy of the Company to place emphasis on incentive compensation over base salaries. After reviewing these considerations, the Committee determined to increase the target annual grant levels over 2016 levels for certain NEOs. The target grant levels for Messrs. Hurt and Fencl were increased from 2016 levels to better align their compensation with peer market levels. The target grant levels for other NEOs remained unchanged from 2016 to 2017.

On March 14, 2017,April 2019, the Committee approved the following 20172019 long-term incentive awards to the NEOs under the 2004 Incentive Plan:NEOs:

The stock options and time-based restricted stock vest at the rate of one-third per year over three years from the date of grant, beginning on March 31, 2018.

The number of 20172019 three-year performance-based restricted stock shares that will be earned by each NEO,the Chief Executive Officer, if any, will be calculated by multiplying the target shares awarded set forth above by the average of the applicable Percentage of Target Number of Three-Year Performance-Based Restricted Stock/Cash Earned Calculation shown in the table below based on the Company’s achievement of consolidated pre-tax income performance goals for fiscal 2019, fiscal 2020 and fiscal 2021. Any shares that are earned will vest on April 30, 2022.

The time-based restricted stock vests pro-ratably over three years, beginning on April 30, 2020.

Fiscal 2019-2021 Performance-Based Restricted Stock/Cash Payout for the NEOs

The payouts for the three-year performance-based cash awards to such executive officerthe other NEOs, if any, will be calculated by multiplying the Target Payout Amount of Three-Year Performance-Based Cash by the average of the applicable Percentage of Target Number of Three-Year Performance-Based Restricted Stock/Cash Earned Calculation based on the Company’s achievement of consolidated pre-tax income performance goals for fiscal 2019, fiscal 2020 and fiscal 2021.

The pre-tax income achievement level amounts have been set for fiscal 2019 and fiscal 2020. For fiscal 2021, the pre-tax income achievement level amounts will be based upon a pre-established percentage of growth over actual pre-tax income results for fiscal 2020; provided that, if the Company experiences an pre-tax loss for fiscal 2020, fiscal 2021 achievement level amounts will reset to pre-established pre-tax income achievement levels. Furthermore, no performance-based restricted stock or cash will be earned if cumulative pre-tax income for fiscal years 2019, 2020 and 2021 is less than $0.

Any three-year performance-based cash awards earned will be disclosed in the 2021 Summary Compensation Table.

Payout of Fiscal 2017-2019 Performance-Based Restricted Stock

In March 2017, the Committee approved the following 2017-2019 performance-based restricted stock awards to the NEOs:

The number of shares of 2017 three-year performance-based restricted stock that were earned by the NEOs was calculated by multiplying the target shares awarded set forth above by the average of the applicable Percentage of Target Number of Three-Year Performance-Based Restricted Stock Earned Calculation based on the Company’s achievement of consolidated pre-tax income performance goals for fiscal 2017, fiscal 2018 and fiscal 2019. The shares that were earned vested on April 30, 2020.

Fiscal 2017-2019 Performance-Based Restricted Stock Payout for the NEOs

When adopted in fiscal 2017, the pre-tax income achievement level amounts were set for fiscal 2017. For2017 and fiscal 2018 and fiscal 2019 the pre-tax income achievement level amounts will bewere based upon a pre-established percentage of growth over actual pre-tax income results for fiscal 2018. The Company experienced an unanticipated pre-tax loss in fiscal 2018, and as such, the priorCompany and the NEOs mutually agreed to reset fiscal year. Any shares2019 pre-tax income amounts to be higher than originally required. As adjusted, fiscal 2019 achievement levels were reset as fixed pre-tax income amounts.

In April 2020, the Committee determined that arebased on the Company’s pre-tax income for fiscal 2017, 2018 and 2019, the NEOs earned will vest on April 30, 2020.67.2% of the Target Number of Three-Year Performance Based Restricted Stock as set forth below:

Fiscal 2017-2019Accordingly, Ms. John earned 28,475 shares of 2017-2018 Performance-Based Restricted Stock Payoutand Ms. Kretchmar and Mr. Hurt each earned 6,834 shares.

Pursuant2020 Compensation Decisions

In April 2020, the Committee and the NEOs made several compensation-related decisions in response to the termsimpact of COVID-19 on the Company’s business. The NEOs agreed that the Company could delay payment of the 2004bonuses earned for 2019 performance until no later than December 31, 2020 or earlier if recommended by management and approved by the Committee. Each of the NEOs also agreed to a 20% reduction in base salary. Each of the NEOs and the Company entered into employment agreement amendments providing for these revisions to the NEO’s compensation arrangements. In April 2020, to further align the interests of our NEOs with those of our stockholders, the Committee approved the following time-based restricted stock awards to each NEO which will vest one year from date of grant: Ms. John: 70,000 shares, Ms. Kretchmar: 41,431 shares, and Mr. Hurt: 40,980 shares.

Also in April 2020, the Committee and Board approved the 2020 Omnibus Incentive Plan which, among other practices, eliminates Committee discretion to accelerate the Committee may, in its sole discretion, provide for the followingvesting of awards upon a change in control: (1) accelerated vestingcontrol of any outstanding award; (2) terminationthe Company. Stockholders are being asked to approve the 2020 Plan at the 2020 Annual Meeting, as described in Proposal No. 4.

Retirement and Other Post-Termination Benefits

We have entered into employment agreements with our NEOs that provide for a continuation of an award in exchangecertain post-employment benefits, to the extent permitted under the applicable employment benefit plan(s). Such benefits plans are the same for all employees (except for the paymentlong-term disability insurance for which the Company pays 100% of cash; and/or (3) issuance of substitute awards.the premiums for senior level employees, including the NEOs). The 2017 equity award agreementsEmployment Agreements for the NEOs and other participants each contain a clause subjectingalso provide for certain payments to be made to the grants to accelerated vesting uponNEOs if their employment is terminated under certain circumstances, including a change in control. The Committee believes that this change in control protection is prevalent among other companies in the peer group, and the value of the stock grants as a retention tool would be diminished if this protection were not included in the grant terms.Company.

Further information regarding the 2017 grantsPolicy on Hedging and Pledging of long-term incentive awards made to NEOs can be found in the 2017 Grants of Plan-Based Awards Table.

2018 Long-Term Incentive Program 

At our 2017 Annual Meeting of Stockholders, our stockholders approved the 2017 Incentive Plan to replace the 2004 Incentive Plan. Incentive compensation awards made by the Company in fiscal 2018, including long-term incentive compensation awards, were granted under the 2017 Incentive Plan.

As noted above, the objectives of the Company’s long-term incentive program are to provide a long-term retention incentive for the NEOs and to align their interests directly with those of our stockholders. The Committee continued to apply these objectives in making its annual long-term incentive program grants to the NEOs in March 2018 in the form of both time- and performance-based compensation. In addition to these annual grants, on March 15, 2018, the Committee granted the NEOs an additional business transformation incentive grant under the Plan to further align the Company’s compensation program with its initiatives to return to long-term profitable growth. This additional long-term incentive award was designed to increase management focus on total revenue growth in the face of continuing traditional mall traffic challenges and encourage share price appreciation, profit growth, and retention. The Committee allocated the total 2018 long-term incentive compensation to the Chief Executive Officer in the form of performance-based equity (50% of total grant value) and time-based equity (50% of total grant value). The details of our 2018 long-term incentive program for NEOs will be disclosed fully in our 2019 proxy statement.

Insider Trading PolicyCommon Stock

The Build-A-Bear Workshop, Inc.Company’s Insider Trading Policy prohibits the Company’s Directors, NEOsofficers and other employees, and their families, from sellingpurchasing any financial instrument that is designed or intended to hedge or offset any change in the market value of the Company’s stock. Specifically, Directors, officers, employees and their family members may not sell Company securities that are not then owned (“short sales”) and may not engage in transactions in publicly traded options of Company securities, such as puts, calls and other derivative securities. In addition, the Company’s Directors, officers and other specified employees are prohibited from holding the Company’s securities “short”— that is, selling securities that are borrowed (and not owned) so as to be able to profit fromin a decrease inmargin account or pledging the Company’s share price. The Company’s insider trading policy also prohibits Directors, NEOs and other employees from pledging Company securities or buying or selling puts (i.e., options to sell), calls (i.e., options to purchase), future contracts, or other forms of derivative securities relating to the Company’s securities.as collateral for a loan.

Policy for Adjustment or Recovery of Awards in the Event of Accounting Restatement

The 2017 Bonus Plan provides that in the event of a restatement impacting consolidated pre-tax income, the Company would recover from the NEO the applicable amount which should not have been paid based on the restatement, plus interest. In addition, the 2017 award agreements for performance-based restricted stock also provide that in the event of a restatement impacting pre-tax income, the NEO would reimburse the Company or forfeit any shares that should not have been earned or vested based on the restatement.

Executive Stock Ownership Guidelines

The Company’s Corporate Governance Guidelines require each non-management Director to own shares of the Company’s common stock having a value equal to three times the annual cash retainer for Board membership within three years of election or appointment to the Board. A Director who does not meet the minimum holding requirement may not sell any shares of Company stock until he or she reaches the required holding. Thereafter, a Director may sell shares of Company stock provided his or her stock ownership immediately following such sale meets or exceeds the applicable minimum holding requirement.

The Committee maintains stock ownership guidelines for executive officers, including the NEOs. The guidelines require executives to acquire and maintain a minimum level of stock ownership in Company stock.

The current ownership guidelines for our executive officers, including the NEOs are set forth in the table below.  

The executives have three years to reach the applicable minimum holding requirement and, thereafter, may not sell shares if such sale would cause the executive’sexecutive’s holdings to fall below the minimum holding requirement. The withholding of shares to satisfy income tax withholding associated with a stock option exercise or restricted stock vesting or to pay the exercise price in connection with a stock option exercise is not considered a sale of Company stock for the purposes of these guidelines. Each

During fiscal 2019, each of the Directors and NEOs either met the minimum holding requirement or complied with the no-sale provisions of these guidelines in 2017. Theguidelines. On an annual basis, the Committee will continue to monitor stock ownership guidelines and levels for the NEOs on an annual basis.

Retirement and Other Post-Termination Benefits

We have entered into Employment Agreements with our NEOs that provide for a continuation of certain post-employment benefits, to the extent permitted under the applicable employment benefit plan(s). Such benefits plans are the same for all employees (exceptNominating and Corporate Governance Committee will monitor stock ownership guidelines and levels for the long-term disability insurance for which the Company pays 100% of the premiums for senior level employees, including the NEOs, as discussed below). The Employment Agreements for the NEOs also provide for certain payments to be made to the NEOs if their employment is terminated under certain circumstances, including a change in control of the Company. See “Executive Employment and Severance Agreements” for a discussion of such terms of our NEOs’ employment agreements.Directors.

Other Benefits

The Company seeks to maintain an open and inclusive culture in its facilities and operations among executives and other Company employees. Thus, the Company does not provide executives with reserved parking spaces or separate dining or other facilities, nor does the Company have programs for providing personal-benefit perquisites to executives, such as permanent lodging or defraying the cost of personal entertainment or family travel. With the exception of disability insurance (as noted below), the Company’s health care and other insurance programs are the same for all eligible employees, including the NEOs.

Insurance

All full-time Company employees, including the NEOs, are eligible to participate in medical, dental, vision, long- and short-term disability and life insurance plans and flexible spending accounts. The terms of such benefits for the Company’s NEOs are the same as those for all Company employees, except that with respect to long-term disability insurance, the Company pays 100% of the premium for senior level employees, including the NEOs.

401(k)

The Company sponsors the Build-A-Bear Workshop, Inc. Employee Savings Trust, which is a qualified retirement plan with a 401(k) feature. Participants are provided the opportunity to make salary reduction contributions to the plan on a pre-tax basis. The Company has the ability to make discretionary matching contributions and discretionary profit sharing contributions to such plan. In 2017, the Company matched 50% of the participants’ 2016 contributions of up to 6% of the participant’s salary. The Company matching contribution is not fully vested until the participant has been employed by the Company for five years.

401(k) Mirror Plan

The Company sponsors the Build-A-Bear Workshop, Inc. Non-Qualified Deferred Compensation Plan, a non-qualified plan which mirrors the substantive terms of the Build-A-Bear Workshop, Inc. Employee Savings Trust. The non-qualified plan permits certain highly compensated employees, including the NEOs, whose deferrals are otherwise limited to the qualified plan, to make additional pre-tax deferrals of compensation. The Company may make matching contributions to this non-qualified plan to replicate Company matching contributions that would have been made to the qualified plan, but for limitations in the Code. In 2017, the Company matched 50% of the participants’ 2016 contributions of up to 6% of the participant’s salary, divided between the 401(k) plan and the 401(k) mirror plan. The Company matching contribution is not fully vested until the participant has been employed by the Company for five years. Of the NEOs, only Mr. Hurt participated in this plan during 2017. Because Mr. Hurt did not make contributions in 2016, however, he did not receive a Company matching contribution in 2017.

Federal Income Tax and Accounting Considerations

Code Section 162(m)

Code Section 162(m) limits deductions for certain executive compensation in excess of $1 million in any fiscal year. Under Code Section 162(m) as in effect prior to and during 2017, certain performance-based compensation is not subject to this deductibility limit. Historically, the Company has attempted to structure its compensation arrangements to permit deductibility under Code Section 162(m), unless the benefit of such deductibility was outweighed by the need for flexibility or the attainment of other corporate objectives. Since corporate objectives may not always be consistent with the requirements for full deductibility, the Committee, if it deemed appropriate, entered into compensation arrangements under which payments may not be deductible under Code Section 162(m).

The applicable performance-based deductibility exception to Code Section 162(m) has been repealed for tax years beginning in 2018 under the Tax Cuts and Jobs Act. As a result, compensation paid to our NEOs in excess of $1 million will not be deductible unless it qualifies for transition relief applicable to performance-based compensation paid pursuant to a written binding contract that was in effect as of November 2, 2017. Despite the Committee originally structuring certain performance-based compensation in a manner that would have made it exempt from the Code Section 162(m) deduction limit, no assurance can be given that such compensation will, in fact, be fully deductible because of the ambiguities and uncertainties as to the interpretation and scope of the tax reform transition rules. Furthermore, the Committee expects in the future to approve additional compensation that will not be deductible for income tax purposes.

Accounting Considerations

The Committee has taken certain accounting rules and consequences into consideration when determining the type of equity awards that executive officers should receive as part of the Company’s long-term incentive plan component of compensation packages. The vesting of time-based restricted stock and stock option grants made to the Company’s executive officers and employees and the associated Financial Accounting Standards Board’s Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”) expense recognition is tied to the passage of time rather than conditioned upon fulfillment of certain performance targets. Performance-based restricted stock is earned and FASB ASC Topic 718 expense recognition is based on the fulfillment of specified performance targets and upon the passage of time.

COMPENSATION AND DEVELOPMENT COMMITTEE REPORT

The Company’s Compensation and Development Committee has reviewed and discussed the Compensation Discussion and Analysis with management and, based on such review and discussions, the Committee recommended to the Company’s Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement. 

Submitted by the Compensation and Development Committee of the Board of Directors:

The Compensation and Development Committee Report and the Report of the Audit Committee below will not be deemed incorporated by reference by any general statement incorporating by reference this proxy statement or portions thereof into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates this information by reference, and will not otherwise be deemed filed under such Acts.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During all of fiscal 2017, the Compensation and Development Committee was comprised of Coleman Peterson (Chair), Timothy Kilpin and Sarah Personette. Mary Lou Fiala also served on the Committee until her resignation from the Board in May 2017, and Anne Parducci joined the Committee in September 2017 when she was appointed to the Board. None of the members of the Compensation and Development Committee during fiscal 2017 were employees or current or former officers of the Company, nor had any relationship with the Company required to be disclosed as transactions with related persons pursuant to Item 404(a) of Regulation S-K. No executive of the Company served on the compensation committee or board of any company that employed any member of the Company’s Compensation and Development Committee or Board of Directors.

20172019 SUMMARY COMPENSATION TABLE

The following table sets forth information concerning the annual and long-term compensation for all services rendered in all capacities to the Company for the fiscal years ended December 30, 2017, December 31, 2016,February 1, 2020 and JanuaryFebruary 2, 2016.The Company cautions that the amounts reported in the Stock Awards and Option Awards columns may not represent the amounts that the Named Executive Officers will actually realize from the awards. Whether, and to what extent, a Named Executive Officer realizes value will depend on the Company’s stock price when restricted stock vests or the stock option is exercised and on continued employment.2019.