Cover
Cover | 12 Months Ended |
Dec. 31, 2023 | |
Document Information [Line Items] | |
Document Type | DEF 14A |
Amendment Flag | false |
Entity Information [Line Items] | |
Entity Registrant Name | CONN’S, INC. |
Entity Central Index Key | 0001223389 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pay vs Performance Disclosure [Table] | |||
Pay vs Performance [Table Text Block] | Pay Vs. Performance The following table shows the total compensation for our NEOs for the past three fiscal years as set forth in the Summary Compensation Table, the “compensation actually paid” to our CEO and, on an average basis, our other NEOs (in each case, as determined under SEC rules), our TSR, the TSR of our peer group over the same period, our net income, and our financial performance measure for compensatory purposes, EBITDA. Value of Initial Fixed $100 Average Investment Based on: Summary Summary Summary Average Peer Group Compensation Compensation Compensation Compensation Compensation Compensation Total Total Table Total for Actually Paid Table Total for Actually Paid Table Total for Actually Paid to Shareholder Shareholder Net Year the First PEO 1 2 to First PEO 3 the Second PEO 1 2 to Second PEO 3 Non-PEO NEOs 2 Non-PEO NEOs 3 Return 4 Return 5 Income 6 EBITDA 7 2023 $ 4,432,214 ($ 2,205,855 ) $ 4,633,584 ($ 5,220,306 ) $ 1,275,217 ($ 168,813 ) $ 107 $ 212 $ 52,708 $ 42,134 2022 $ 5,691,174 $ 9,786,549 $ 11,541,819 $ 12,049,440 $ 1,908,536 $ 2,719,849 $ 277 $ 223 $ 108,205 $ 225,734 2021 $ 3,485,168 $ 7,369,767 $ 0 $ 0 $ 1,163,411 $ 1,854,212 $ 180 $ 226 ($ 3,137 ) $ 87,338 1. For 2021, Norman Miller (first PEO) served as the sole principal executive officer (“PEO”) of the Company. For 2022, Mr. Miller and Chandra Holt (second PEO) each served as PEOs for a portion of the year, Mr. Miller from February 1, 2021 to August 8, 2021, and Ms. Holt from August 8, 2021, to January 31, 2022. For 2023, Ms. Holt and Mr. Miller each served as PEOs for a portion of the year, Ms. Holt from February 1, 2022 to October 17, 2022, and Mr. Miller from October 17, 2022 to January 31, 2023. 2. The dollar amounts reported as total compensation for the Company’s PEOs and the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding persons serving as PEOs) for each corresponding year are the amounts reported in the “Total” column of the Summary Compensation Table. Refer to “Summary Compensation Table” of this Proxy Statement and the Company’s proxy statements for 2022 and 2021. The names of each of the NEOs (excluding such PEOs) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, George Bchara, Rodney Lastinger, Mark Prior, and Thomas Fenton; (ii) for 2022, George Bchara, Rodney Lastinger, and Mark Prior; and (iii) for 2021, George Bchara, Lee Wright, Rodney Lastinger, and Mark Prior. 3. The dollar amounts reported as “compensation actually paid” to the Company’s PEOs and the average amount reported as “compensation actually paid” to the NEOs as a group (excluding the PEOs), are computed in accordance with Item 402(v) of Regulation S-K. S-K, [Plus] [Less] Change in Fair Value Fair Value as of Prior as of Vesting Date of Fiscal Year-End [Plus] Option Awards and Option Awards and [Plus] Change in Fair Value [Plus] Stock Awards Granted Stock Awards Granted Fair Value at Fiscal Year- of Outstanding and Fair Value at Vesting of in Prior Fiscal Years in Prior Fiscal Years End of Outstanding and Unvested Option Option Awards and Stock for Which Applicable that Failed to Meet [Equals] Reported Summary [Less] Unvested Option Awards Awards and Stock Awards Granted in Fiscal Vesting Conditions Applicable Vesting Compensation Compensation Table Reported Value of and Stock Awards Awards Granted in Year that Vested Were Satisfied Conditions During Actually Year Name of PEO Total for PEO Equity Awards (a) Granted in Fiscal Year Prior Fiscal Years During Fiscal Year During Fiscal Year Fiscal Year Paid 2023 First PEO $ 4,432,214 $ 2,769,421 $ 1,785,023 ($ 4,965,572 ) $ 0 ($ 688,099 ) $ 0 ($ 2,205,855 ) 2023 Second PEO $ 4,633,584 $ 3,515,724 $ 0 $ 0 $ 339,622 ($ 6,677,789 ) $ 0 ($ 5,220,306 ) 2023 Non-PEO NEOs $ 1,275,217 $ 798,001 $ 381,845 ($ 985,837 ) $ 0 ($ 42,037 ) $ 0 ($ 168,813 ) 2022 First PEO $ 5,691,174 $ 1,667,574 $ 3,006,212 $ 2,876,597 $ 0 ($ 119,861 ) $ 0 $ 9,786,549 2022 Second PEO $ 11,541,819 $ 8,508,778 $ 9,016,399 $ 0 $ 0 $ 0 $ 0 $ 12,049,440 2022 Non-PEO $ 1,908,536 $ 477,472 $ 860,968 $ 372,916 $ 0 $ 54,901 $ 0 $ 2,719,849 2021 First PEO $ 3,485,168 $ 1,405,860 $ 2,643,832 $ 2,031,707 $ 0 $ 614,919 $ 0 $ 7,369,767 2021 Non-PEO $ 1,163,411 $ 375,487 $ 706,132 $ 286,402 $ 0 $ 73,753 $ 0 $ 1,854,212 4. Cumulative TSR is calculated by dividing (a) the sum of (i) the cumulative amount of dividends on our common stock for the measurement period (if any), assuming dividend reinvestment, and (ii) the difference between the Company’s share price at the end and the beginning of the measurement period by (b) the Company’s share price at the beginning of the measurement period. 5. Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the S&P 600 Retailing (Industry Group) Index. 6. The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year (in thousands). 7. The dollar amounts reported represent the amount of EBITDA reflected in the Company’s audited financial statements for the applicable year (in thousands). Given the importance of EBITDA, as discussed further above, the Company has determined, in the Company’s assessment, that EBITDA represents the most important financial performance measure (that is not otherwise required to be disclosed in the above table) used by the Company to link Compensation Actually Paid to the NEOs for 2023. EBITDA may not have been the most important financial performance measure for year 2022 or 2021, and the Company may determine a different financial performance measure to be the most important financial performance measure in future years. | ||
Company Selected Measure Name | EBITDA | ||
Named Executive Officers, Footnote [Text Block] | The names of each of the NEOs (excluding such PEOs) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, George Bchara, Rodney Lastinger, Mark Prior, and Thomas Fenton; (ii) for 2022, George Bchara, Rodney Lastinger, and Mark Prior; and (iii) for 2021, George Bchara, Lee Wright, Rodney Lastinger, and Mark Prior. | ||
Peer Group Issuers, Footnote [Text Block] | Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the S&P 600 Retailing (Industry Group) Index. | ||
Adjustment To PEO Compensation, Footnote [Text Block] | 3. The dollar amounts reported as “compensation actually paid” to the Company’s PEOs and the average amount reported as “compensation actually paid” to the NEOs as a group (excluding the PEOs), are computed in accordance with Item 402(v) of Regulation S-K. S-K, [Plus] [Less] Change in Fair Value Fair Value as of Prior as of Vesting Date of Fiscal Year-End [Plus] Option Awards and Option Awards and [Plus] Change in Fair Value [Plus] Stock Awards Granted Stock Awards Granted Fair Value at Fiscal Year- of Outstanding and Fair Value at Vesting of in Prior Fiscal Years in Prior Fiscal Years End of Outstanding and Unvested Option Option Awards and Stock for Which Applicable that Failed to Meet [Equals] Reported Summary [Less] Unvested Option Awards Awards and Stock Awards Granted in Fiscal Vesting Conditions Applicable Vesting Compensation Compensation Table Reported Value of and Stock Awards Awards Granted in Year that Vested Were Satisfied Conditions During Actually Year Name of PEO Total for PEO Equity Awards (a) Granted in Fiscal Year Prior Fiscal Years During Fiscal Year During Fiscal Year Fiscal Year Paid 2023 First PEO $ 4,432,214 $ 2,769,421 $ 1,785,023 ($ 4,965,572 ) $ 0 ($ 688,099 ) $ 0 ($ 2,205,855 ) 2023 Second PEO $ 4,633,584 $ 3,515,724 $ 0 $ 0 $ 339,622 ($ 6,677,789 ) $ 0 ($ 5,220,306 ) 2023 Non-PEO NEOs $ 1,275,217 $ 798,001 $ 381,845 ($ 985,837 ) $ 0 ($ 42,037 ) $ 0 ($ 168,813 ) 2022 First PEO $ 5,691,174 $ 1,667,574 $ 3,006,212 $ 2,876,597 $ 0 ($ 119,861 ) $ 0 $ 9,786,549 2022 Second PEO $ 11,541,819 $ 8,508,778 $ 9,016,399 $ 0 $ 0 $ 0 $ 0 $ 12,049,440 2022 Non-PEO $ 1,908,536 $ 477,472 $ 860,968 $ 372,916 $ 0 $ 54,901 $ 0 $ 2,719,849 2021 First PEO $ 3,485,168 $ 1,405,860 $ 2,643,832 $ 2,031,707 $ 0 $ 614,919 $ 0 $ 7,369,767 2021 Non-PEO $ 1,163,411 $ 375,487 $ 706,132 $ 286,402 $ 0 $ 73,753 $ 0 $ 1,854,212 | ||
Non-PEO NEO Average Total Compensation Amount | $ 1,275,217 | $ 1,908,536 | $ 1,163,411 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ (168,813) | 2,719,849 | 1,854,212 |
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] | 3. The dollar amounts reported as “compensation actually paid” to the Company’s PEOs and the average amount reported as “compensation actually paid” to the NEOs as a group (excluding the PEOs), are computed in accordance with Item 402(v) of Regulation S-K. S-K, [Plus] [Less] Change in Fair Value Fair Value as of Prior as of Vesting Date of Fiscal Year-End [Plus] Option Awards and Option Awards and [Plus] Change in Fair Value [Plus] Stock Awards Granted Stock Awards Granted Fair Value at Fiscal Year- of Outstanding and Fair Value at Vesting of in Prior Fiscal Years in Prior Fiscal Years End of Outstanding and Unvested Option Option Awards and Stock for Which Applicable that Failed to Meet [Equals] Reported Summary [Less] Unvested Option Awards Awards and Stock Awards Granted in Fiscal Vesting Conditions Applicable Vesting Compensation Compensation Table Reported Value of and Stock Awards Awards Granted in Year that Vested Were Satisfied Conditions During Actually Year Name of PEO Total for PEO Equity Awards (a) Granted in Fiscal Year Prior Fiscal Years During Fiscal Year During Fiscal Year Fiscal Year Paid 2023 First PEO $ 4,432,214 $ 2,769,421 $ 1,785,023 ($ 4,965,572 ) $ 0 ($ 688,099 ) $ 0 ($ 2,205,855 ) 2023 Second PEO $ 4,633,584 $ 3,515,724 $ 0 $ 0 $ 339,622 ($ 6,677,789 ) $ 0 ($ 5,220,306 ) 2023 Non-PEO NEOs $ 1,275,217 $ 798,001 $ 381,845 ($ 985,837 ) $ 0 ($ 42,037 ) $ 0 ($ 168,813 ) 2022 First PEO $ 5,691,174 $ 1,667,574 $ 3,006,212 $ 2,876,597 $ 0 ($ 119,861 ) $ 0 $ 9,786,549 2022 Second PEO $ 11,541,819 $ 8,508,778 $ 9,016,399 $ 0 $ 0 $ 0 $ 0 $ 12,049,440 2022 Non-PEO $ 1,908,536 $ 477,472 $ 860,968 $ 372,916 $ 0 $ 54,901 $ 0 $ 2,719,849 2021 First PEO $ 3,485,168 $ 1,405,860 $ 2,643,832 $ 2,031,707 $ 0 $ 614,919 $ 0 $ 7,369,767 2021 Non-PEO $ 1,163,411 $ 375,487 $ 706,132 $ 286,402 $ 0 $ 73,753 $ 0 $ 1,854,212 | ||
Compensation Actually Paid vs. Total Shareholder Return [Text Block] | |||
Compensation Actually Paid vs. Net Income [Text Block] | |||
Compensation Actually Paid vs. Company Selected Measure [Text Block] | |||
Total Shareholder Return Vs Peer Group [Text Block] | |||
Tabular List [Table Text Block] | Financial Performance Measures The following identifies the three most important financial measures used by our Compensation Committee to link the “compensation actually paid” to our CEO and NEOs in fiscal year 2023, calculated in accordance with SEC regulations, to company performance. The role of each of these performance measures on our CEO and NEO compensation is discussed in the CD&A on pages 23 - 25. Financial Performance Measures EBITDA Same Store Sales Total Shareholder Return | ||
Total Shareholder Return Amount | $ 107 | 277 | 180 |
Peer Group Total Shareholder Return Amount | 212 | 223 | 226 |
Net Income (Loss) | $ 52,708,000 | $ 108,205,000 | $ (3,137,000) |
Company Selected Measure Amount | 42,134,000 | 225,734,000 | 87,338,000 |
Measure [Axis]: 1 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | EBITDA | ||
Non-GAAP Measure Description [Text Block] | the Company has determined, in the Company’s assessment, that EBITDA represents the most important financial performance measure (that is not otherwise required to be disclosed in the above table) used by the Company to link Compensation Actually Paid to the NEOs for 2023. EBITDA may not have been the most important financial performance measure for year 2022 or 2021, and the Company may determine a different financial performance measure to be the most important financial performance measure in future years. | ||
Measure [Axis]: 2 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Same Store Sales | ||
Measure [Axis]: 3 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Total Shareholder Return | ||
Mr. Miller [Member] | |||
Pay vs Performance Disclosure [Table] | |||
PEO Total Compensation Amount | $ 4,432,214 | $ 5,691,174 | $ 3,485,168 |
PEO Actually Paid Compensation Amount | $ (2,205,855) | 9,786,549 | 7,369,767 |
PEO Name | Mr. Miller | ||
Ms. Holt [Member] | |||
Pay vs Performance Disclosure [Table] | |||
PEO Total Compensation Amount | $ 4,633,584 | 11,541,819 | 0 |
PEO Actually Paid Compensation Amount | $ (5,220,306) | 12,049,440 | 0 |
PEO Name | Ms. Holt | ||
PEO [Member] | Mr. Miller [Member] | Reported Value of Equity Award [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ 2,769,421 | 1,667,574 | 1,405,860 |
PEO [Member] | Mr. Miller [Member] | Fair Value at Fiscal YearEnd of Outstanding andUnvested Option Awards and Stock Awards Granted in Fiscal Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 1,785,023 | 3,006,212 | 2,643,832 |
PEO [Member] | Mr. Miller [Member] | Change in Fair Value of Outstanding and Unvested Option wards and Stock wards Granted in Prior Fiscal Years [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (4,965,572) | 2,876,597 | 2,031,707 |
PEO [Member] | Mr. Miller [Member] | Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year that Vested During Fiscal Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 0 | 0 |
PEO [Member] | Mr. Miller [Member] | Change in Fair Value as of vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (688,099) | (119,861) | 614,919 |
PEO [Member] | Mr. Miller [Member] | Fair Value as of Prior Fiscal YearEnd of Option Awards and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 0 | 0 |
PEO [Member] | Ms. Holt [Member] | Reported Value of Equity Award [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 3,515,724 | 8,508,778 | |
PEO [Member] | Ms. Holt [Member] | Fair Value at Fiscal YearEnd of Outstanding andUnvested Option Awards and Stock Awards Granted in Fiscal Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 9,016,399 | |
PEO [Member] | Ms. Holt [Member] | Change in Fair Value of Outstanding and Unvested Option wards and Stock wards Granted in Prior Fiscal Years [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 0 | |
PEO [Member] | Ms. Holt [Member] | Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year that Vested During Fiscal Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 339,622 | 0 | |
PEO [Member] | Ms. Holt [Member] | Change in Fair Value as of vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (6,677,789) | 0 | |
PEO [Member] | Ms. Holt [Member] | Fair Value as of Prior Fiscal YearEnd of Option Awards and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 0 | |
Non-PEO NEO [Member] | Reported Value of Equity Award [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 798,001 | 477,472 | 375,487 |
Non-PEO NEO [Member] | Fair Value at Fiscal YearEnd of Outstanding andUnvested Option Awards and Stock Awards Granted in Fiscal Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 381,845 | 860,968 | 706,132 |
Non-PEO NEO [Member] | Change in Fair Value of Outstanding and Unvested Option wards and Stock wards Granted in Prior Fiscal Years [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (985,837) | 372,916 | 286,402 |
Non-PEO NEO [Member] | Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year that Vested During Fiscal Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 0 | 0 |
Non-PEO NEO [Member] | Change in Fair Value as of vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (42,037) | 54,901 | 73,753 |
Non-PEO NEO [Member] | Fair Value as of Prior Fiscal YearEnd of Option Awards and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ 0 | $ 0 | $ 0 |