☐ | Preliminary Proxy Statement |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☒ | Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting Material Pursuant to §240.14a-12 |
OLLIE’S BARGAIN OUTLET HOLDINGS, INC. |
(Name of Registrant as Specified in its Charter) |
☒ | | | No fee required. |
☐ | | | Fee paid previously with preliminary materials. |
☐ | | | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
1. | Elect |
2. | Approve a non-binding advisory proposal regarding named executive officer compensation; |
3. | Approve a non-binding advisory proposal regarding the frequency of holding a non-binding advisory vote regarding the Company’s named executive officer compensation, beginning with the Next Annual Meeting; and |
Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending February |
BY ORDER OF THE BOARD OF DIRECTORS | | | |
| | ||
James J. Comitale | | | |
Senior Vice President, General Counsel and Corporate Secretary | | | |
May 2, 2024 | | |
| | 2024 PROXY STATEMENT i |
| | 2024 PROXY STATEMENT 1 |
2 2024 PROXY STATEMENT | | |
• | By telephone - Use the toll-free telephone number shown on the Notice of Internet Availability or any proxy card you receive; |
• | By internet - Visit the internet website indicated on the Notice of Internet Availability or any proxy card you receive and follow the on-screen instructions; |
• | By mail - If you request a paper proxy card by telephone or internet, you may elect to vote by mail. If you elect to do so, you should date, sign, and promptly return your proxy card by mail in the postage prepaid envelope which accompanied that proxy card; or |
• | In person - You can deliver a completed proxy card at the Annual Meeting or vote in person. |
| | 2024 PROXY STATEMENT 3 |
4 2024 PROXY STATEMENT | | |
| | 2024 PROXY STATEMENT 5 |
• | The Board annually reviews and agrees to be bound by the Company’s Code of Conduct (as defined below in “Environmental, Social and Governance and Corporate Responsibility” – “Code of Ethical Business Conduct”). |
6 2024 PROXY STATEMENT | | |
| | 2024 PROXY STATEMENT 7 |
| Director | | | Age | | | Tenure | | | Committee Service | |
| Alissa Ahlman | | | | | | | Compensation Committee, Nominating and Corporate Governance Committee | | ||
| | | | | | | Nominating and Corporate Governance Committee | | |||
| Robert Fisch | | | 74 | | | 2015-present | | | Compensation Committee, Nominating and Corporate Governance Committee | |
| Stanley Fleishman | | | | | | | Audit Committee, Nominating and Corporate Governance Committee (Chair) | | ||
| Thomas Hendrickson | | | | | | | Audit Committee (Chair), Nominating and Corporate Governance Committee | | ||
| Abid Rizvi | | | | | | | Audit Committee, Nominating and Corporate Governance Committee | | ||
| John Swygert | | | | | | | None | | ||
| Stephen White | | | | | | | Audit Committee, Nominating and Corporate Governance Committee | | ||
| Richard Zannino | | | | | | | Compensation Committee (Chair), Nominating and Corporate Governance Committee | |
8 2024 PROXY STATEMENT | | |
| | 2024 PROXY STATEMENT 9 |
10 2024 PROXY STATEMENT | | |
Name | | | Age | | | Position(s) |
John Swygert | | | | | President and Chief Executive Officer | |
Robert Helm | | | | | Senior Vice President and Chief Financial Officer | |
Eric van der Valk | | | | | Executive Vice President and Chief Operating Officer | |
Kevin McLain | | | | | Senior Vice President, General Merchandise Manager | |
| | | | |||
Senior Vice President, General Counsel and Corporate Secretary | ||||||
Larry Kraus | | | 53 | | | Senior Vice President, Chief Information Officer |
| | 2024 PROXY STATEMENT 11 |
12 2024 PROXY STATEMENT | | |
| | 2024 PROXY STATEMENT 13 |
| Board Diversity Matrix (as of May 5, 2023) | | Board Diversity Matrix (as of May 2, 2024) | | ||||||||||||||||||||||||
| Total Number of Directors | | | 8 | | Total Number of Directors | | | 9 | | ||||||||||||||||||
| | | Female | | | Male | | | Non-Binary | | | Did not Disclose Gender | | | | Female | | | Male | | | Non-Binary | | | Did not Disclose Gender | | ||
| Directors | | | 1 | | | 7 | | | — | | | — | | Directors | | | 2 | | | 7 | | | — | | | — | |
| Number of Directors Who Self-Identify in Any of the Categories Below: | | Number of Directors Who Self-Identify in Any of the Categories Below: | | ||||||||||||||||||||||||
| African American or Black | | | — | | | — | | | — | | | — | | African American or Black | | | — | | | — | | | — | | | — | |
| Alaskan Native or Native American | | | — | | | — | | | — | | | — | | Alaskan Native or Native American | | | — | | | — | | | — | | | — | |
| Asian | | | — | | | 1 | | | — | | | — | | Asian | | | — | | | 1 | | | — | | | — | |
| Hispanic or Latinx | | | — | | | 1 | | | — | | | — | | Hispanic or Latinx | | | — | | | 1 | | | — | | | — | |
| Native Hawaiian or Pacific Islander | | | — | | | — | | | — | | | — | | Native Hawaiian or Pacific Islander | | | — | | | — | | | — | | | — | |
| White | | | 1 | | | 6 | | | — | | | — | | White | | | 2 | | | 6 | | | — | | | — | |
| Two or More Races or Ethnicities | | | — | | | 1 | | | — | | | — | | Two or More Races or Ethnicities | | | — | | | 1 | | | — | | | — | |
| LGBTQ+ | | | — | | | — | | | — | | | — | | LGBTQ+ | | | — | | | — | | | — | | | — | |
| Did not Disclose Demographic Background | | | — | | | — | | | — | | | — | | Did not Disclose Demographic Background | | | — | | | — | | | — | | | — | |
14 2024 PROXY STATEMENT | | |
| | 2024 PROXY STATEMENT 15 |
16 2024 PROXY STATEMENT | | |
| | 2024 PROXY STATEMENT 17 |
18 2024 PROXY STATEMENT | | |
| | 2024 PROXY STATEMENT 19 |
Ollie’s helps the communities where it does business thrive because our employees and customers live, work, and raise families there. Ollie’s endeavors to maximize its community support. Ollie’s makes every effort to support a variety of groups, with an emphasis on organizations that better the lives of children and provide the best opportunities for our next generation. Through its “Ollie’s Cares” initiative, Ollie’s supports and has supported the following national organizations in significant ways: | | |
20 2024 PROXY STATEMENT | | |
(a) | reporting to a member of management or a human resources representative; |
(b) | calling the Company’s Tipline at 1 (888) 655-4371, a voicemail system where reporters can explain |
(c) | calling the Company’s Whistleblower Hotline at 1 (844) 373-2029, operated by |
(d) | using the internet page http://www.openboard.info/ |
(e) | reporting directly to the Company’s General Counsel through telephone, email, or regular mail; and/or |
(f) | reporting directly to the Lead Independent Director of the Board or, for accounting concerns, directly to the Audit Committee, which reports may then be delivered to the |
| | 2024 PROXY STATEMENT 21 |
Plan Category | | Number of securities to be issued upon exercise of outstanding options, warrants and rights | | Weighted-average exercise price of outstanding options, warrants and rights | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | | Number of securities to be issued upon exercise of outstanding options, warrants and rights (#) | | Weighted-average exercise price of outstanding options, warrants and rights ($) | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (#) | ||||||
| (a) | | (b) | | | (a) | | (b) | | (c) | ||||||||
Equity compensation plans approved by security holders | | 1,485,529(1) | | $53.92(2) | | 2,225,974(3) | | 1,470,288(1) | | 56.71(2) | | 1,957,583(3) | ||||||
Equity compensation plans not approved by security holders | | — | | — | | — | | — | | — | | — | ||||||
Total | | 1,485,529 | | $53.92 | | 2,225,974 | | 1,470,288 | | 56.71 | | 1,957,583 |
(1) | Includes |
(2) | Represents the weighted average exercise price of outstanding stock options and does not take into account RSUs granted under the 2015 Plan. |
(3) | All shares of common stock reserved for future issuance are reserved for issuance under the 2015 Plan. All shares of common stock forfeited under the 2012 Plan, up to 2,000,000 shares of common stock, are returned to the 2015 Plan share reserves. |
22 2024 PROXY STATEMENT | | |
Director Compensation | Director Compensation | Director Compensation | ||||||||||||||||
Name(1) | | Fees earned or paid in cash | | Stock awards(2) | | Total | | Fees earned or paid in cash ($) | | Stock awards ($)(2) | | Total ($) | ||||||
Alissa Ahlman | | $87,500 | | $125,007 | | $212,507 | | 88,750 | | 125,005 | | 213,755 | ||||||
Mary Baglivo(3) | | 20,000 | | 21,981 | | 41,981 | ||||||||||||
Robert Fisch | | $87,500 | | $125,007 | | $212,507 | | 88,750 | | 125,005 | | 213,755 | ||||||
Stanley Fleishman | | $90,000 | | $125,007 | | $215,007 | | 90,000 | | 125,005 | | 215,005 | ||||||
Thomas Hendrickson | | $100,000 | | $125,007 | | $225,007 | | 102,500 | | 125,005 | | 227,505 | ||||||
Abid Rizvi(3) | | $22,500 | | $20,633 | | $43,133 | ||||||||||||
Abid Rizvi | | 90,000 | | 125,005 | | 215,005 | ||||||||||||
Stephen White | | $90,000 | | $125,007 | | $215,007 | | 90,000 | | 125,005 | | 215,005 | ||||||
Richard Zannino | | $95,000 | | $125,007 | | $220,007 | | 97,500 | | 125,005 | | 222,505 |
(1) | Although John Swygert, the Company’s Chief Executive Officer, is a member of the Board, he does not receive any additional compensation for his service as a member of the Board |
| | 2024 PROXY STATEMENT 23 |
(2) | Represents the aggregate grant date fair value for |
(3) | On November |
24 2024 PROXY STATEMENT | | |
| | 2024 PROXY STATEMENT 25 |
Name | | | Position |
John Swygert | | | President and Chief Executive Officer |
Robert Helm | | | Senior Vice President and Chief Financial Officer |
| | ||
| | ||
Senior Vice President, General Merchandise Manager | |||
| |
26 2024 PROXY STATEMENT | | |
| What we do | | | What we don’t do | | ||||||
| ☑ | | | Majority of compensation is incentive-based and at risk because it is tied to | | | X | | | No guaranteed incentive payments | |
| ☑ | | | Engage independent compensation consultants | | | X | | | No 280G excise tax gross-ups | |
| ☑ | | | Engage in peer group benchmarking | | | X | | | No pension | |
| ☑ | | | | | X | | | No option repricing | | |
| ☑ | | | Periodically assess the compensation programs to ensure that they are not reasonably likely to incentivize Company | | | X | | | Perquisites are not a substantial portion of our NEO pay packages | |
| ☑ | | | Provide reasonable severance protection in our employment agreements, with double trigger protections upon a change in control | | | X | | | No hedging or pledging of company stock permitted by directors or any company associates | |
| ☑ | | | Double trigger change-in-control payments | | | X | | | No single trigger change in control arrangement | |
| ☑ | | | | | | | | |||
| ☑ | | | Executive Stock Ownership Guidelines Policy | | | | | |
| | 2024 PROXY STATEMENT 27 |
| Big Lots, Inc. | | | Floor & Décor Holdings, Inc. | |
| Boot Barn Holdings, Inc. | | | Grocery Outlet, Inc. | |
| Burlington Stores, Inc. | | | Haverty Furniture Companies, Inc. | |
| Conn’s, Inc. | | | Leslie’s, Inc. | |
| Decker’s Outdoor Corp. | | | LL Flooring, Inc. | |
| Designer Brands Inc. | | | Sleep Number Corporation | |
| Dollarama Inc. | | | Sportsman’s Warehouse | |
| Five Below, Inc. | | | Weis Markets, Inc. | |
28 2024 PROXY STATEMENT | | | |||
Executive | | Base Salary (1/29/2022) ($) | | Base Salary (1/28/2023) ($) | | Base Salary (1/28/2023) ($) | | Base Salary (2/3/2024) ($) | ||||
John Swygert | | 900,000 | | 900,000 | | 900,000 | | 900,000 | ||||
Robert Helm | | — | | 450,000 | | 450,000 | | 460,000 | ||||
Eric van der Valk | | 400,000 | | 525,000 | | 525,000 | | 540,000 | ||||
Kevin McLain | | 290,000 | | 335,000 | | 335,000 | | 345,000 | ||||
Larry Kraus | | 252,000 | | 325,000 | ||||||||
James Comitale | | 325,000 | | 335,000 |
| | 2024 PROXY STATEMENT 29 |
Executive | | | Threshold Payout (% of Base) | | | Target Payout (% of Base) | | | Maximum Payout (% of Base) | | | Resulting Payout |
John Swygert | | | 0% | | | 100% | | | 200% | | | $0 |
Robert Helm | | | 0% | | | 50% | | | 100% | | | $0 |
Eric van der Valk | | | 0% | | | 75% | | | 150% | | | $0 |
Kevin McLain | | | 0% | | | 50% | | | 100% | | | $0 |
Larry Kraus | | | 0% | | | 40% | | | 80% | | | $0 |
Executive | | | Threshold Payout (% of Base) | | | Target Payout (% of Base) | | | Maximum Payout (% of Base) | | | Resulting Payout ($) |
John Swygert | | | 0% | | | 100% | | | 200% | | | 1,193,906 |
Robert Helm | | | 0% | | | 50% | | | 100% | | | 303,748 |
Eric van der Valk | | | 0% | | | 75% | | | 150% | | | 534,491 |
Kevin McLain | | | 0% | | | 50% | | | 100% | | | 228,384 |
James Comitale | | | 0% | | | 50% | | | 100% | | | 221,831 |
30 2024 PROXY STATEMENT | | |
| Executive Level | | | Stock Value as a Multiple of Salary | |
| Chief Executive Officer | | | 5x Salary | |
| Section 16 Officers | | | 2x Salary | |
| Other Corporate Officers | | | 1x Salary | |
| Board of Directors | | | 4x Annual Cash Retainer | |
| | ||||
32 2024 PROXY STATEMENT | | |
Name and Principal Position | | | Year | | | Salary ($) | | | Bonus ($) | | | Stock Awards ($)(1) | | | Option Awards ($)(1) | | | Non-Equity Incentive Plan Compensation ($)(2) | | | All Other Compensation ($)(3) | | | Total ($) |
John Swygert President and Chief Executive Officer | | | 2023 | | | 934,615 | | | — | | | 1,600,016 | | | 1,599,994 | | | 1,193,906 | | | 19,014 | | | 5,347,545 |
| 2022 | | | 900,000 | | | — | | | 1,599,980 | | | 1,599,991 | | | — | | | 17,466 | | | 4,117,437 | ||
| 2021 | | | 865,385 | | | — | | | 1,599,986 | | | 1,600,011 | | | 173,270 | | | 14,474 | | | 4,253,126 | ||
| | | | | | | | | | | | | | | | | ||||||||
Robert Helm Senior Vice President, Chief Financial Officer | | | 2023 | | | 475,385 | | | — | | | 299,989 | | | 300,010 | | | 303,748 | | | 123,452 | | | 1,502,584 |
| 2022 | | | 121,154 | | | — | | | 324,978 | | | 325,007 | | | — | | | 9,062 | | | 780,201 | ||
| | | | | | | | | | | | | | | | | ||||||||
Eric van der Valk Executive Vice President, Chief Operating Officer | | | 2023 | | | 557,308 | | | — | | | 449,983 | | | 450,000 | | | 534,491 | | | 16,823 | | | 2,008,605 |
| 2022 | | | 480,769 | | | — | | | 871,931 | | | 371,909 | | | — | | | 16,668 | | | 1,741,277 | ||
| 2021 | | | 284,615 | | | 75,000(4) | | | 299,996 | | | 299,999 | | | 28,532 | | | 10,398 | | | 998,540 | ||
| | | | | | | | | | | | | | | | | ||||||||
Kevin McLain Senior Vice President, General Merchandise Manager | | | 2023 | | | 355,962 | | | — | | | 250,010 | | | 249,994 | | | 228,384 | | | 18,230 | | | 1,102,580 |
| 2022 | | | 304,423 | | | — | | | 262,501 | | | 262,494 | | | — | | | 16,372 | | | 845,790 | ||
| 2021 | | | 284,808 | | | — | | | 217,484 | | | 217,502 | | | 28,661 | | | 16,078 | | | 764,533 | ||
| | | | | | | | | | | | | | | | | ||||||||
James Comitale(5) Senior Vice President, General Counsel | | | 2023 | | | 345,577 | | | — | | | 199,973 | | | 200,007 | | | 221,831 | | | 17,378 | | | 984,766 |
(1) | Represents the aggregate grant date fair value of the RSUs and option awards, computed in accordance with ASC Topic 718 excluding the effect of estimated forfeitures. These values have been determined based on the assumptions set forth in Note 9 to our audited consolidated financial statements included in our Annual Report on Form 10-K for |
(2) | The amounts reported in this column represent the actual amounts paid under the Incentive Bonus Plan pursuant to the achievement of the Target Adjusted EBITDA in Fiscal 2023 and Fiscal 2021. See “Elements of Our Executive Compensation and Benefits Programs – Annual Incentive Compensation,” above. None of our NEOs received annual incentive payments with respect to Fiscal 2022. |
(3) |
All other compensation consists of automobile allowances, group term life insurance, 401(k) matching contributions, and other compensation as set forth in the table below. |
Represents a $25,000 sign-on bonus and an additional $50,000 discretionary performance bonus for Mr. van der Valk. |
| | Automobile Allowance ($) | | | Group Term Life insurance ($) | | | 401(k) Matching Contributions ($) | | | All Other Compensation ($) | | | Total ($) | |
John Swygert | | | 12,000 | | | 966 | | | 4,500 | | | — | | | 17,466 |
Robert Helm | | | 3,231 | | | 81 | | | — | | | 5,750(1) | | | 9,062 |
Jay Stasz | | | 5,077 | | | 764 | | | 1,220 | | | — | | | 7,061 |
Eric van der Valk | | | 12,000 | | | 966 | | | 3,702 | | | — | | | 16,668 |
Kevin McLain | | | 10,000 | | | 1,806 | | | 4,566 | | | — | | | 16,372 |
Larry Kraus | | | 5,077 | | | 966 | | | 4,165 | | | — | | | 10,208 |
| | Automobile allowance ($) | | | Group term life insurance ($) | | | 401(k) matching and contributions ($) | | | Other ($) | | | Total ($) | |
John Swygert | | | 12,462 | | | 1,100 | | | 5,452 | | | — | | | 19,014 |
Robert Helm | | | 12,462 | | | 573 | | | 2,875 | | | 107,542(1) | | | 123,452 |
Eric van der Valk | | | 12,462 | | | 1,003 | | | 3,358 | | | — | | | 16,823 |
Kevin McLain | | | 10,385 | | | 1,875 | | | 5,970 | | | — | | | 18,230 |
James Comitale | | | 12,462 | | | 1,987 | | | 2,929 | | | — | | | 17,378 |
(1) | Amount represents $100,000 relocation allowance and $7,542 temporary housing allowance paid to Robert Helm. |
| | 2024 PROXY STATEMENT 33 |
| | | | Estimated Possible Payouts Under Non-Equity Incentive Plans(1) | | | All Other Stock Awards: Number of Shares of Stock or units (#) | | All Other Option Awards: Number of Securities Underlying options (#)(3) | | Exercise or Base Price of Option Awards ($)(4) | | Grant Date Fair Value of Stock and Option Awards ($)(5) | | | | | Estimated possible payouts under non- equity incentive plans(1) | | | All other stock awards: Number of shares of stock or units (#)(2) | | All other option awards: Number of securities underlying option (#)(3) | | Exercise or base price of option awards ($)(4) | | Grant date fair value of stock and options awards ($)(5) | |||||||||||||||||||||||||||
Name | | Approval Date | | Grant Date | | Threshold ($) | | Target ($) | | Maximum ($) | | | Approval Date | | Grant date | | Threshold ($) | | Target ($) | | Maximum ($) | | ||||||||||||||||||||||||||||||||
John Swygert | | 3/15/2022 | | 3/25/2022 | | — | | 900,000 | | 1,800,000 | | 37,028(2) | | 79,404 | | 43.21 | | $3,199,970 | | 3/14/2023 | | 3/23/2023 | | — | | 934,615 | | 1,869,230 | | 27,596 | | 54,926 | | 57.98 | | 3,200,010 | ||||||||||||||||||
Robert Helm | | 9/18/2022 | | 10/17/2022 | | — | | — | | — | | 6,017(2) | | 11,940 | | 54.01 | | 649,985 | | 3/14/2023 | | 3/23/2023 | | — | | 237,693 | | 475,385 | | 5,174 | | 10,299 | | 57.98 | | 599,998 | ||||||||||||||||||
Jay Stasz(6) | | 3/15/2022 | | 3/25/2022 | | — | | 81,346 | | 162,692 | | 7,290(2) | | 15,633 | | 43.21 | | 630,006 | ||||||||||||||||||||||||||||||||||||
Eric van der Valk | | | 3/15/2022 | | 3/25/2022 | | — | | 152,212 | | 304,423 | | 8,607(2) | | 18,457 | | 43.21 | | 743,817 | |||||||||||||||||||||||||||||||||||
| 6/5/2022 | | 6/6/2022 | | — | | — | | — | | 10,314(7) | | — | | — | | 500,023 | | 3/14/2023 | | 3/23/2023 | | — | | 417,981 | | 835,962 | | 7,761 | | 15,448 | | 57.98 | | 899,983 | |||||||||||||||||||
Kevin McLain | | 3/15/2022 | | 3/25/2022 | | — | | 240,385 | | 480,769 | | 6,075(2) | | 13,027 | | 43.21 | | 524,995 | | 3/14/2023 | | 3/23/2023 | | — | | 177,981 | | 355,962 | | 4,312 | | 8,582 | | 57.98 | | 500,003 | ||||||||||||||||||
Larry Kraus | | 3/15/2022 | | 3/25/2022 | | — | | 111,723 | | 223,446 | | 4,773(2) | | 10,236 | | 43.21 | | 412,497 | ||||||||||||||||||||||||||||||||||||
James Comitale | | 3/14/2023 | | 3/23/2023 | | — | | 172,788 | | 345,577 | | 3,449 | | 6,866 | | 57.98 | | 399,980 |
(1) | The amounts reflect the threshold, target, and maximum amounts payable under the Incentive Bonus Plan. See “Elements of Our Executive Compensation and Benefits Programs |
(2) | Represents RSUs granted to our NEOs in Fiscal |
(3) | Represents stock options granted to our NEOs in Fiscal |
(4) | The exercise price of the |
(5) | Amounts represent the fair value of the equity awards calculated on the grant date in accordance with ASC Topic 718 excluding the effect of estimated forfeitures. These values have been determined based on the assumptions set forth in Note 9 to our audited consolidated financial statements included in our Annual Report on Form 10-K for Fiscal 2023. For RSU awards, the |
| | Option Awards | | | Stock Awards | ||||||||||||||||
Name(1) | | | Option Grant Date(2) | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Option Exercise Price ($)(5) | | | Option Expiration Date ($) | | | Number of Shares or Units of Stock That Have Not Vested (#) | | | Market Value of Shares or Units of Stock That Have Not Vested ($)(7) |
John Swygert | | | 3/7/2016 | | | 54,736 | | | — | | | 20.26 | | | 3/7/2026 | | | — | | | — |
| | 3/22/2017 | | | 35,866 | | | — | | | 32.20 | | | 3/22/2027 | | | — | | | — | |
| | 1/5/2018 | | | 3,032 | | | — | | | 53.50 | | | 1/5/2028 | | | — | | | — | |
| | 3/28/2018 | | | 26,652 | | | — | | | 58.90 | | | 3/28/2028 | | | — | | | — | |
| | 3/20/2019 | | | 18,802 | | | 6,268 | | | 79.89 | | | 3/20/2029 | | | 1,956(4) | | | 105,565 | |
| | 12/10/2019 | | | 41,186 | | | 13,729 | | | 60.30 | | | 12/10/2029 | | | 4,146(4) | | | 223,760 | |
| | 3/22/2021 | | | 11,768 | | | 35,305 | | | 86.03 | | | 3/22/2031 | | | 13,948(4) | | | 752,774 | |
| | 3/25/2022 | | | — | | | 79,404 | | | 43.21 | | | 3/25/2032 | | | 37,028(4) | | | 1,998,401 | |
Robert Helm | | | 10/17/2022 | | | — | | | 11,940 | | | 54.01 | | | 10/17/2032 | | | 6,017(4) | | | 324,737 |
Eric van der Valk | | | 5/3/2021 | | | 2,161 | | | 6,482 | | | 88.26 | | | 5/3/2031 | | | 2,549(4) | | | 137,570 |
| | 3/25/2022 | | | — | | | 18,457 | | | 43.21 | | | 3/25/2032 | | | 8,607(4) | | | 464,520 | |
| | 6/6/2022 | | | — | | | — | | | — | | | 6/6/2032 | | | 10,314(6) | | | 556,647 | |
Kevin McLain | | | 3/22/2017 | | | 2,841 | | | — | | | 32.20 | | | 3/22/2027 | | | — | | | — |
| | 3/28/2018 | | | 4,123 | | | — | | | 58.90 | | | 3/28/2028 | | | — | | | — | |
| | 3/20/2019 | | | 5,866 | | | 1,956 | | | 79.89 | | | 3/20/2029 | | | 2,441(3) | | | 131,741 | |
| | 3/24/2020 | | | 7,694 | | | 7,693 | | | 41.49 | | | 3/24/2030 | | | 2,418(4) | | | 130,499 | |
| | 3/22/2021 | | | 1,600 | | | 4,799 | | | 86.03 | | | 3/22/2031 | | | 1,896(4) | | | 102,327 | |
| | 3/25/2022 | | | — | | | 13,027 | | | 43.21 | | | 3/25/2032 | | | 6,075(4) | | | 327,868 | |
Larry Kraus | | | 2/6/2017 | | | 428 | | | — | | | 31.15 | | | 2/6/2027 | | | — | | | — |
| | 3/28/2018 | | | 2,752 | | | — | | | 58.90 | | | 3/28/2028 | | | — | | | — | |
| | 3/20/2019 | | | 4,043 | | | 1,348 | | | 79.89 | | | 3/20/2029 | | | 1,682(3) | | | 90,778 | |
| | 3/24/2020 | | | 5,393 | | | 5,393 | | | 41.49 | | | 3/24/2030 | | | 1,695(4) | | | 91,479 | |
| | 3/22/2021 | | | 1,159 | | | 3,475 | | | 86.03 | | | 3/22/2031 | | | 1,373(4) | | | 74,101 | |
| | 3/25/2022 | | | — | | | 10,236 | | | 43.21 | | | 3/25/2032 | | | 4,773(4) | | | 257,599 |
Outstanding Equity Awards at Fiscal Year-end | |||||||||||||||||||||
| | | | Option Awards | | | Stock Awards | ||||||||||||||
Name | | | Grant Date | | | Number of Securities underlying unexercised options (#)(1) (Exercisable) | | | Number of securities underlying unexercised options (#)(1) (Unexercisable) | | | Option exercise price ($)(2) | | | Option expiration date | | | Number of Shares or Units of Stock that have not vested (#) | | | Market value of shares or units of stock that have not vested ($)(5) |
John Swygert | | | 3/7/2016 | | | 19,736 | | | — | | | 20.26 | | | 3/7/2026 | | | — | | | — |
| 3/22/2017 | | | 35,866 | | | — | | | 32.20 | | | 3/22/2027 | | | — | | | — | ||
| 1/5/2018 | | | 3,032 | | | — | | | 53.50 | | | 1/5/2028 | | | — | | | — | ||
| 3/28/2018 | | | 26,652 | | | — | | | 58.90 | | | 3/28/2028 | | | — | | | — | ||
| 3/20/2019 | | | 25,070 | | | — | | | 79.89 | | | 3/20/2029 | | | — | | | — | ||
| 12/10/2019 | | | 54,915 | | | — | | | 60.30 | | | 12/10/2029 | | | — | | | — | ||
| 3/22/2021 | | | 23,537 | | | 23,536 | | | 86.03 | | | 3/22/2031 | | | 9,299(3) | | | 698,076 | ||
| 3/25/2022 | | | 19,851 | | | 59,553 | | | 43.21 | | | 3/25/2032 | | | 27,771(3) | | | 2,084,769 | ||
| 3/23/2023 | | | — | | | 54,926 | | | 57.98 | | | 3/23/2033 | | | 27,596(3) | | | 2,071,632 |
34 2024 PROXY STATEMENT | | |
Outstanding Equity Awards at Fiscal Year-end | |||||||||||||||||||||
| | | | Option Awards | | | Stock Awards | ||||||||||||||
Name | | | Grant Date | | | Number of Securities underlying unexercised options (#)(1) (Exercisable) | | | Number of securities underlying unexercised options (#)(1) (Unexercisable) | | | Option exercise price ($)(2) | | | Option expiration date | | | Number of Shares or Units of Stock that have not vested (#) | | | Market value of shares or units of stock that have not vested ($)(5) |
Robert Helm | | | 10/17/2022 | | | — | | | 8,955 | | | 54.01 | | | 10/17/2032 | | | 4,513(3) | | | 338,791 |
| 3/23/2023 | | | — | | | 10,299 | | | 57.98 | | | 3/23/2033 | | | 5,174(3) | | | 388,412 | ||
Eric van der Valk | | | 5/3/2021 | | | 4,322 | | | 4,321 | | | 88.26 | | | 5/3/2031 | | | 1,699(3) | | | 127,544 |
| 3/25/2022 | | | 4,614 | | | 13,843 | | | 43.21 | | | 3/25/2032 | | | 6,455(3) | | | 484,577 | ||
| 6/6/2022 | | | — | | | — | | | — | | | 6/6/2032 | | | 5,157(4) | | | 387,136 | ||
| 3/23/2023 | | | — | | | 15,448 | | | 57.98 | | | 3/23/2033 | | | 7,761(3) | | | 582,618 | ||
Kevin McLain | | | 3/22/2017 | | | 2,841 | | | — | | | 32.20 | | | 3/22/2027 | | | — | | | — |
| 3/28/2018 | | | 4,123 | | | — | | | 58.90 | | | 3/28/2028 | | | — | | | — | ||
| 3/20/2019 | | | 7,822 | | | — | | | 79.89 | | | 3/20/2029 | | | — | | | — | ||
| 3/24/2020 | | | 11,540 | | | 3,847 | | | 41.49 | | | 3/24/2030 | | | 1,209(3) | | | 90,760 | ||
| 3/22/2021 | | | 3,200 | | | 3,199 | | | 86.03 | | | 3/22/2031 | | | 1,264(3) | | | 94,888 | ||
| 3/25/2022 | | | 3,257 | | | 9,770 | | | 43.21 | | | 3/25/2032 | | | 4,556(3) | | | 342,019 | ||
| 3/23/2023 | | | — | | | 8,582 | | | 57.98 | | | 3/23/2033 | | | 4,312(3) | | | 323,702 | ||
James Comitale | | | 10/18/2021 | | | 3,550 | | | 3,550 | | | 66.48 | | | 10/18/2031 | | | 1,410(3) | | | 105,849 |
| 3/25/2022 | | | 2,326 | | | 6,979 | | | 43.21 | | | 3/25/2032 | | | 3,254(3) | | | 244,278 | ||
| 3/23/2023 | | | — | | | 6,866 | | | 57.98 | | | 3/23/2033 | | | 3,449(3) | | | 258,916 |
(1) |
Options vest at a rate of |
The exercise price of the |
RSUs vest at a rate of 25% per year on each annual anniversary date of the grant until fully vested, subject to the NEO providing continued services through each applicable vesting date and otherwise in accordance with the applicable Equity Plan and award agreement. |
(4) | RSUs vested as to |
Calculated based on |
| | 2024 PROXY STATEMENT 35 |
| | Option Awards | | | Stock Awards | |||||||
Name | | | Number of Shares Acquired on Exrcise (#) | | | Value Realized Upon Exercise ($) | | | Number of Shares Acquired on Vesting (#) | | | Value Realized on Vesting ($) |
John Swygert | | | — | | | — | | | 12,875 | | | 585,820 |
Robert Helm | | | — | | | — | | | — | | | — |
Jay Stasz | | | 56,488 | | | 1,951,004 | | | 5,427 | | | 230,764 |
Eric van der Valk | | | — | | | — | | | 850 | | | 41,370 |
Kevin McLain | | | — | | | — | | | 4,467 | | | 189,936 |
Larry Kraus | | | — | | | — | | | 3,058 | | | 130,062 |
| | Option Awards | | | Stock Awards | |||||||
Name | | | Number of shares acquired on exercise (#) | | | Value realized upon exercise ($) | | | Number of shares acquired on vesting (#) | | | Value realized on vesting ($) |
John Swygert | | | 35,000 | | | 1,860,197 | | | 20,008 | | | 1,211,181 |
Robert Helm | | | 2,985 | | | 57,372 | | | 1,504 | | | 109,642 |
Eric van der Valk | | | — | | | — | | | 8,159 | | | 501,656 |
Kevin McLain | | | — | | | — | | | 5,801 | | | 322,968 |
James Comitale | | | — | | | — | | | 1,790 | | | 113,862 |
(1) | The amounts reported in this column reflect the difference between (i) the closing price of the Company’s common stock on the exercise date (or, if no closing price was reported on that date, the closing price on the immediately preceding date on which a closing price was reported) and (ii) the exercise price of the option. |
(2) | The amounts reported in this column are based on the closing price of the Company’s common stock on the vesting date of the applicable stock award (or, if no closing price was reported on that date, the closing price on the immediately preceding date on which a closing price was reported). |
36 2024 PROXY STATEMENT | | |
| | 2024 PROXY STATEMENT 37 |
38 2024 PROXY STATEMENT | | |
| | 2024 PROXY STATEMENT 39 |
| | “Good Reason” or Termination without “Cause” Termination Following a Change in Control(3) | | | “Good Reason” or Termination without “Cause” Termination Following a Change in Control(3) | |||||||||||||||||||
| | Severance Payments ($)(1) | | Annual Incentive ($)(2) | | Equity Compensation ($)(3) | | Total ($) | | | Severance Payments ($)(1) | | Annual Incentive ($)(2) | | Equity Compensation ($)(3) | | Total ($) | |||||||
John Swygert | | 1,800,000 | | 900,000 | | 6,562,265 | | 9,262,265 | | 1,800,000 | | 1,193,906 | | 12,249,737 | | 15,243,643 | ||||||||
Robert Helm | | 450,000 | | — | | 324,737 | | 774,737 | | 460,000 | | — | | 1,091,805 | | 1,551,805 | ||||||||
Eric van der Valk | | 525,000 | | — | | 1,357,333 | | 1,882,333 | | 540,000 | | — | | 2,433,921 | | 2,973,921 | ||||||||
Kevin McLain | | 335,000 | | — | | 1,086,484 | | 1,421,484 | | 345,000 | | — | | 2,051,565 | | 2,396,565 | ||||||||
Larry Kraus | | 325,000 | | — | | 768,472 | | 1,093,472 | ||||||||||||||||
James Comitale | | 335,000 | | — | | 1,083,829 | | 1,418,829 |
(1) | Each of our NEOs is eligible to receive separation payments in the event the NEO resigns from the Company for “Good Reason” or is terminated by the Company without “Cause”, subject to certain conditions. These conditions are more fully described in “Employment Agreements.” |
(2) | In the event Mr. Swygert resigns for “Good Reason” or is terminated without “Cause,” then the Company will pay Mr. Swygert a pro-rated portion of the bonus for the fiscal year in which such termination occurred, together with health, life, and disability payments during the severance period. |
(3) | We do not maintain separate change in control agreements with any NEOs, but the 2015 Plan provides that equity awards granted to our NEOs will be accelerated to the extent that the NEO experiences a termination without Cause or with Good Reason (as defined in their employment agreements, if at all) within 12 months of the change in control. Amounts for all NEOs represent stock options and RSUs outstanding as of |
40 2024 PROXY STATEMENT | | |
Fiscal Year | | | Summary Compensation Table Total for PEO ($)(1) | | | Compensation Actually Paid to PEO ($)(2) | | | Average Summary Compensation Table Total for Non-PEO NEOs ($)(3) | | | Average Compensation Actually Paid to Non-PEO NEOs ($)(4) | | | Value of Initial Fixed $100 Investment Based On: | | | Net Income ($)(7) | | | Adjusted EBITDA ($)(8) | |||
| Total Shareholder Return ($)(5) | | | Peer Group Total Shareholder Return ($)(6) | | |||||||||||||||||||
(a) | | | (b) | | | (c) | | | (d) | | | (e) | | | (f) | | | (g) | | | (h) | | | (i) |
2022 | | | 4,117,437 | | | 5,902,431 | | | 973,808 | | | 1,075,052 | | | 101.75 | | | 120.56 | | | 102,790 | | | 168,875 |
2021 | | | 4,253,126 | | | 1,021,150 | | | 814,046 | | | 712,250 | | | 84.71 | | | 142.67 | | | 157,455 | | | 237,332 |
2020 | | | 2,265,783 | | | 4,725,192 | | | 839,257 | | | 1,158,624 | | | 178.60 | | | 137.26 | | | 242,696 | | | 306,500 |
Fiscal Year | | | Summary Compensation Table Total for CEO ($)(1) | | | Compensation Actually Paid to CEO ($)(2) | | | Average Summary Compensation Table Total for Non-PEO NEOs ($)(3) | | | Average Compensation Actually Paid to Non-PEO NEOs ($)(4) | | | Value of Initial Fixed $100 Investment Based On: | | | Net Income (Thousands) ($)(7) | | | Adjusted EBITDA (Thousands) ($)(8) | |||
| Total Shareholder Return ($)(5) | | | Peer Group Total Shareholder Return ($)(6) | | |||||||||||||||||||
(a) | | | (b) | | | (c) | | | (d) | | | (e) | | | (f) | | | (g) | | | (h) | | | (i) |
2023 | | | 5,347,545 | | | 8,410,943 | | | 1,399,634 | | | 1,951,705 | | | 141.53 | | | 161.79 | | | 181,439 | | | 275,156 |
2022 | | | 4,117,437 | | | 5,902,431 | | | 973,808 | | | 728,920 | | | 101.75 | | | 120.56 | | | 102,790 | | | 168,875 |
2021 | | | 4,253,126 | | | 1,021,150 | | | 814,046 | | | 478,806 | | | 84.71 | | | 142.67 | | | 157,455 | | | 237,332 |
2020 | | | 2,265,783 | | | 4,725,192 | | | 839,257 | | | 976,264 | | | 178.60 | | | 137.26 | | | 242,696 | | | 306,500 |
(1) | The dollar amounts reported in column (b) are the amounts of total compensation reported for our CEO, Mr. Swygert for each corresponding year in the “Total” column of the “Summary Compensation Table.” |
(2) | The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Swygert, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Swygert during the applicable year and were not considered by the Compensation Committee at the time it made decisions with respect to Mr. Swygert’s compensation. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Swygert’s total compensation for each year to determine the compensation actually paid to him for the relevant year: |
Year | | Reported Summary Compensation Table Total for PEO ($) | | Reported Value of Equity Awards ($)(a) | | Equity Award Adjustments ($)(b) | | Compensation Actually Paid to PEO ($) | | Summary Compensation Table Total for CEO ($) | | Reported Value of Equity Awards ($)(a) | | Equity Award Adjustments ($)(b) | | Compensation Actually Paid to PEO ($) | ||||||||
2023 | | 5,347,545 | | (3,200,010) | | 6,263,408 | | 8,410,943 | ||||||||||||||||
2022 | | 4,117,437 | | (3,199,971) | | 4,984,965 | | 5,902,431 | | 4,117,437 | | (3,199,971) | | 4,984,965 | | 5,902,431 | ||||||||
2021 | | 4,253,126 | | (3,199,997) | | (31,979) | | 1,021,150 | | 4,253,126 | | (3,199,997) | | (31,979) | | 1,021,150 | ||||||||
2020 | | 2,265,783 | | — | | 2,459,409 | | 4,725,192 | | 2,265,783 | | — | | 2,459,409 | | 4,725,192 |
(a) | The amounts reported in this column represent the sum of the grant date fair value of equity awards |
(b) | The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount |
Fiscal Year | | 2022 | | 2021 | | 2020 | | 2023 | | 2022 | | 2021 | | 2020 | |||||||
Year End Fair Value of Equity Awards Granted During the Year ($) | | 4,162,954 | | 1,698,456 | | — | |||||||||||||||
Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years ($) | | 675,099 | | (1,362,003) | | 2,455,150 | |||||||||||||||
Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | | 146,912 | | (368,432) | | 4,259 | |||||||||||||||
Year End Fair Value of Outstanding and Unvested Equity Awards Granted During the Year ($) | | 4,198,366 | | 4,162,954 | | 1,698,456 | | — | |||||||||||||
Change in Fair Value (as of Year-End from Prior Year-End) of Outstanding and Unvested Equity Awards Granted in Prior Years ($) | | 1,734,377 | | 675,099 | | (1,362,003) | | 2,455,150 | |||||||||||||
Change in Fair Value (as of Vesting Date from Prior Year-End) of Equity Awards Granted in Prior Years that Vested in the Year ($) | | 330,665 | | 146,912 | | (368,432) | | 4,259 | |||||||||||||
Subtract: Forfeitures During Current Year Equal to Prior Year-end Fair Value ($) | | — | | — | | — | | — | | — | | — | | — | |||||||
Total Equity Award Adjustments ($) | | 4,984,965 | | (31,979) | | 2,459,409 | | 6,263,408 | | 4,984,965 | | (31,979) | | 2,459,409 |
| | 2024 PROXY STATEMENT 41 |
(3) | The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. |
(4) | The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the Non-PEO NEOs as a group, |
Year | | Average Reported Summary Compensation Table Total for Non-PEO NEOs ($) | | Average Reported Value of Equity Awards ($) | | Average Equity Award Adjustments ($)(a) | | Average Compensation Actually Paid to Non-PEO NEOs ($) | | Average Summary Compensation Table Total for Non-PEO NEOs ($) | | Average Reported Value of Equity Awards ($) | | Average Equity Award Adjustments ($)(a) | | Average Compensation Actually Paid to Non-PEO NEOs ($) | ||||||||
2023 | | 1,399,634 | | (599,992) | | 1,152,063 | | 1,951,705 | ||||||||||||||||
2022 | | 973,808 | | (346,132) | | 447,376 | | $1,075,052 | | 973,808 | | (692,264) | | 447,376 | | 728,920 | ||||||||
2021 | | 814,046 | | (233,445) | | 131,649 | | 712,250 | | 814,046 | | (466,889) | | 131,649 | | 478,806 | ||||||||
2020 | | 839,257 | | (182,360) | | 501,727 | | 1,158,624 | | 839,257 | | (364,720) | | 501,727 | | 976,264 |
(a) | The amounts deducted or added in calculating the total average equity award adjustments are as follows: |
Fiscal Year | | 2022 | | 2021 | | 2020 | | 2023 | | 2022 | | 2021 | | 2020 | |||||||
Average Year End Fair Value of Equity Awards Granted During the Year ($) | | 678,828 | | 245,981 | | 433,545 | |||||||||||||||
Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years ($) | | 28,942 | | (109,640) | | 75,332 | |||||||||||||||
Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | | 1,034 | | (4,692) | | (7,150) | |||||||||||||||
Average Year End Fair Value of Outstanding and Unvested Equity Awards Granted During the Year ($) | | 787,180 | | 678,828 | | 245,981 | | 433,545 | |||||||||||||
Average Change in Fair Value (as of Year-End from Prior Year-End) of Outstanding and Unvested Equity Awards Granted in Prior Years ($) | | 311,742 | | 28,942 | | (109,640) | | 75,332 | |||||||||||||
Average Change in Fair Value (as of Vesting Date from Prior Year-End) of Equity Awards Granted in Prior Years that Vested in the Year ($) | | 53,141 | | 1,034 | | (4,692) | | (7,150) | |||||||||||||
Subtract: Forfeitures During Current Year Equal to Prior Year-end Fair Value ($) | | (261,428) | | — | | — | | — | | (261,428) | | — | | — | |||||||
Total Average Equity Award Adjustments ($) | | 447,376 | | 131,649 | | 501,727 | | 1,152,063 | | 447,376 | | 131,649 | | 501,727 |
(5) |
(6) |
(7) | The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements reported in our Annual Report on Form 10-K for the applicable year. |
(8) | The amounts reported in this column represent Adjusted EBITDA. Adjusted EBITDA is defined as net income before net interest income or expense, depreciation and amortization expenses, and income taxes, further adjusted for non-cash stock-based compensation expense and gains on insurance settlements. While the Company uses various financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that Adjusted EBITDA is the financial performance measure that, in the Company’s and the Compensation Committee’s assessment, represents the most important financial performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the |
42 2024 PROXY STATEMENT | | |
| | 2024 PROXY STATEMENT 43 |
44 2024 PROXY STATEMENT | | |
| | 2024 PROXY STATEMENT 45 |
| | Beneficial Ownership of Common Stock | ||||
Name and Address of Beneficial Owner | | | Number of shares | | | Percentage of Class |
5% Stockholder Not Listed Below: | | | | | ||
FMR LLC | | | 9,335,851(1) | | | 15.08% |
The Vanguard Group, Inc. | | | 5,421,296(2) | | | 8.76% |
BlackRock, Inc. | | | 5,006,831(3) | | | 8.09% |
Wasatch Advisors, Inc. | | | 4,947,509(4) | | | 7.99% |
T. Rowe Price Investment Management, Inc. | | | 3,630,597(5) | | | 5.87% |
The Bank of New York Mellon Corporation | | | 3,105,122(6) | | | 5.02% |
Named Executive Officers and Directors: | | | | | ||
John Swygert | | | 278,130(7) | | | * |
Robert Helm | | | — | | | — |
Jay Stasz | | | 38,805(8) | | | * |
Eric van der Valk | | | 17,059(9) | | | * |
Kevin McLain | | | 40,338(10) | | | * |
Larry Kraus | | | 27,465(11) | | | * |
Alissa Ahlman | | | 5,172(12) | | | * |
Robert Fisch | | | 26,253(13) | | | * |
Stanley Fleishman | | | 58,753(14) | | | * |
Thomas Hendrickson | | | 21,203(15) | | | * |
Abid Rizvi | | | — | | | — |
Stephen White | | | 13,639(16) | | | * |
Richard Zannino | | | 7,358(17) | | | * |
All Board members and executive officers as a group (13 persons) | | | 534,175 | | | 0.86% |
Outstanding Shares | | | 61,897,333 | | |
| | Beneficial Ownership of Common Stock | ||||
Name and Address of Beneficial Owner | | | Number of shares | | | Percentage of Class |
5% Stockholder Not Listed Below: | | | | | ||
FMR LLC | | | 9,238,840(1) | | | 15.07% |
The Vanguard Group, Inc. | | | 5,539,005(2) | | | 9.04% |
BlackRock, Inc. | | | 5,287,909(3) | | | 8.63% |
Wasatch Advisors LP | | | 3,761,480(4) | | | 6.14% |
Summit Trail Advisors, LLC. | | | 3,410,580(5) | | | 5.56% |
Named Executive Officers and Directors: | | | | | ||
John Swygert | | | 297,210(6) | | | * |
Robert Helm | | | 1,607(7) | | | * |
Eric van der Valk | | | 23,504(8) | | | * |
Kevin McLain | | | 54,242(9) | | | * |
James Comitale | | | 12,652(10) | | | * |
Alissa Ahlman | | | 7,328(11) | | | * |
Mary Baglivo | | | — | | | — |
Robert Fisch | | | 28,409(12) | | | * |
Stanley Fleishman | | | 59,317(13) | | | * |
Thomas Hendrickson | | | 21,409(14) | | | * |
Abid Rizvi | | | 2,498(15) | | | * |
Stephen White | | | 15,795(16) | | | * |
Richard Zannino | | | 9,514(17) | | | * |
All Board members and executive officers as a group (13 persons) | | | 533,485 | | | 0.87% |
Outstanding Shares | | | 61,291,151 | | |
* | Represents beneficial ownership of less than 1% of our outstanding common stock. |
(1) | In its Schedule 13G/A filed on February 9, |
46 2024 PROXY STATEMENT | | |
(2) | In its Schedule 13G/A filed on February |
(3) | In its Schedule 13G/A filed on |
(4) | In its Schedule 13G/A filed on February |
(5) | In its Schedule 13G filed on |
Includes 48,200 shares held directly by Mr. Swygert and |
Includes |
Includes |
(9) | Includes 10,610 shares held directly by Mr. McLain and 43,632 shares underlying vested options or options vesting within 60 days. |
(10) | Includes |
(11) |
Represents |
Includes |
Includes |
(15) | Represents 2,498 shares held directly by Mr. Rizvi. |
(16) | Represents |
(17) | Represents |
| | 2024 PROXY STATEMENT 47 |
48 2024 PROXY STATEMENT | | |
| | 2024 PROXY STATEMENT 49 |
50 2024 PROXY STATEMENT | | |
| | For the Fiscal Year Ended January 28, 2023 | | For the Fiscal Year Ended January 29, 2022 | | | For the Fiscal Year Ended February 3, 2024 | | For the Fiscal Year Ended January 28, 2023 | |||
Audit Fees(1) | | $1,129,000 | | $1,103,500 | | $1,222,500 | | $1,129,000 | ||||
Audit-Related Fees(2) | | — | | — | | — | | — | ||||
Tax Fees(2) | | — | | — | | — | | — | ||||
| | | | |||||||||
All Other Fees(3) | | $1,780 | | $1,780 | | $1,780 | | $1,780 |
(1) | Audit fees for |
(2) | There were no amounts billed for audit-related or tax fees for |
(3) | Other fees for |
| | 2024 PROXY STATEMENT 51 |
52 2024 PROXY STATEMENT | | |
| | By Order of the Board, | |
| | ||
| | ||
| | JOHN SWYGERT | |
| | President and Chief Executive Officer |
| |