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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Grocery Outlet Holding Corporation | NASDAQ:GO | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.41 | -1.58% | 25.56 | 25.55 | 26.71 | 26.01 | 25.54 | 25.95 | 1,045,760 | 00:15:04 |
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to Rule 14a-12
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No fee required
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by the Exchange Act Rule 0-1 1(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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Sincerely,
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Erik D. Ragatz
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Eric J. Lindberg, Jr.
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Chairman of the Board
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Chief Executive Officer
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1.
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To elect the four Class II directors named in our Proxy Statement to hold office until the 2024 annual meeting of stockholders and until their respective successors have been duly elected and qualified;
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To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the current fiscal year ending January 1, 2022;
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To hold an advisory (non-binding) vote to approve the Company’s named executive officer compensation; and
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To transact such other business as may properly come before the 2021 Annual Meeting or any adjournments or postponements thereof.
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By order of the board of directors,
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Pamela B. Burke
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Chief Administrative Officer,
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General Counsel & Secretary
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Go to the website www.proxyvote.com and follow the instructions, 24 hours a day, seven days a week.
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You will need the 16-digit number included on your proxy card to obtain your records and to create an electronic voting instruction form.
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From a touch-tone telephone, dial 1-800-690-6903 and follow the recorded instructions, 24 hours a day, seven days a week.
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You will need the 16-digit number included on your proxy card in order to vote by telephone.
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Mark your selections on the proxy card.
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Date and sign your name exactly as it appears on your proxy card.
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Mail the proxy card in the enclosed postage-paid envelope provided to you.
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Time and Date
11:00 a.m Pacific Daylight Time, June 7, 2021
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Record Date
April 12, 2021
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Place
www.virtualshareholdermeeting.com/GO2021
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Number of Common Shares Eligible to Vote at the Meeting as of the Record Date
95,551,903
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Matter
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Board Recommendation
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Page Reference
(for more detail)
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Election of Directors
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FOR each director nominee
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Ratification of Independent Registered Public Accounting Firm
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FOR
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Advisory (non-binding) vote to approve the Company’s Named Executive Officer compensation
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FOR
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Committee Membership*
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Name, Age
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Director
since
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Class
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Principal Occupation
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CC
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ARC
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NCGC
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Mary Kay Haben, 65
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2019
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II
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Former executive at Wm Wrigley Jr. Company and Kraft Foods, Inc.
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Gail Moody-Byrd, 63
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2021
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II
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Chief Marketing Officer, Noodle.ai
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S. MacGregor Read, Jr., 50
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2006
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II
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Former Co-Chief Executive Officer and Former Executive Vice Chairman of the Company
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Jeffrey York, 57
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2010
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II
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Co-Chief Executive Officer and President of Farm Boy, Inc.
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*
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CC
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Compensation Committee
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ARC
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Audit and Risk Committee
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NCGC
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Nominating and Corporate Governance Committee
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Proposal 1: Election of four Class II directors to hold office until the 2024 annual meeting of stockholders and until their respective successors have been duly elected and qualified;
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Proposal 2: Ratification of the appointment of Deloitte and Touche LLP as our independent registered public accounting firm for the current fiscal year ending January 1, 2022;
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Proposal 3: Approval, in a non-binding advisory vote, of our compensation paid to our named executive officers; and
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Any other business that may properly come before the 2021 Annual Meeting or any adjournments or postponements thereof.
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Proposal 1: FOR each of the board’s four nominees for the board of directors;
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Proposal 2: FOR the ratification of the appointment of Deloitte and Touche LLP as our independent registered public accounting firm for the current fiscal year ending January 1, 2022; and
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Proposal 3: FOR the approval, on an advisory basis, of our named executive officer compensation.
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If you received a Notice of Internet Availability by mail, you can submit your proxy or voting instructions over the Internet by following the instructions provided in the Notice of Internet Availability;
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If you received a Notice of Internet Availability or proxy materials by email, you may submit your proxy or voting instructions over the Internet by following the instructions included in the email; or
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If you received a printed set of the proxy materials by mail, including a paper copy of the proxy card or voting instruction form, you may submit your proxy or voting instructions over the Internet by following the instructions on the proxy card or voting instruction form.
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If you are a stockholder of record, you can submit your proxy by calling the telephone number specified on the paper copy of the proxy card you received if you received a printed set of the proxy materials. You must have the control number that appears on your proxy card available when submitting your proxy over the telephone.
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Most beneficial owner stockholders (also referred to as holding shares in “street name”) may submit voting instructions by calling the number specified on the paper copy of the voting instruction form provided by their bank, broker, or other intermediary. Those stockholders should check the voting instruction form for telephone voting instructions and availability.
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Proposal No.
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Proposal
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Vote Required
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Broker
Discretionary
Voting Allowed
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Proposal No. 1
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Election of Directors
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Plurality of Votes Cast for each Director Nominee
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No
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Proposal No. 2
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Ratification of Appointment of Independent Registered Public Accounting Firm
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Majority of Votes Cast
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Yes
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Proposal No. 3
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Advisory Vote Related to Named Executive Officer Compensation
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Majority of Votes Cast
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No
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Submitting to our Corporate Secretary, before the voting at the Annual Meeting, a written notice of revocation bearing a later date than the proxy;
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Timely delivery of a valid, later-dated proxy (only the last proxy submitted by a stockholder by Internet, telephone or mail will be counted); or
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Attending the Annual Meeting and voting during the live webcast while the polls are open; however, attendance at the Annual Meeting will not by itself constitute a revocation of a proxy.
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Independent, Non-Executive Chairman—Our leadership structure separates the offices of Chief Executive Officer and Chairman of the Board of Directors with Mr. Lindberg serving as our Chief Executive Officer and Mr. Ragatz serving as non-executive Chairman of the Board.
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Board Independence—Ten of our twelve current directors are independent, and all of our Board committees are comprised entirely of independent directors.
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Board Refreshment & Commitment to Diversity—Since our IPO in 2019, the Board has appointed five new directors with two directors stepping down in September 2020. Four of the new directors are women and two are members of underrepresented communities. We believe the fresh perspectives and breadth of diversity will enhance the Board’s overall effectiveness. This recent expansion also greatly increased the breath of skills and industry experience on the Board.
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Single Voting Class—All holders of Grocery Outlet’s common stock have the same voting rights (one vote per share of stock).
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No poison pill—We do not have a stockholder rights plan, commonly known as a poison pill, in place.
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Class I directors are Messrs. Alterman, Bachman, Herman and Ragatz, and their terms will expire at our annual meeting of stockholders to be held in 2023;
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Class II directors are Mmes. Haben and Moody-Byrd and Messrs. Read and York, and their terms will expire at the 2021 Annual Meeting; and
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Class III directors are Mmes. Jaros and Mejía and Messrs. Lindberg and Matthews, and their terms will expire at our annual meeting of stockholders to be held in 2022.
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Title
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Multiple of Base Salary
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Chief Executive Officer
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Five (5)
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Executive Officer-Level / EVP
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Three (3)
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Senior Vice President and Vice President
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Two (2)
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the quality and integrity of our financial statements,
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our independent registered public accounting firm’s qualifications, compensation, performance and independence,
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our compliance with legal and regulatory requirements,
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our corporate compliance program,
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our approach to risk assessment and risk management, including cybersecurity risk (as discussed above under, “Board and Board Committees’ Role in Risk Oversight”), and
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the performance of our Senior Director of Corporate Internal Audit & Enterprise Risk.
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Higher quality audit work and accounting advice due to Deloitte & Touche LLP’s institutional knowledge of and familiarity with our business and operations, accounting policies and financial systems, and internal control framework.
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Operational efficiencies and a resulting lower fee structure because of Deloitte & Touche LLP’s history and familiarity with our business.
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setting our compensation program and compensation of our executive officers and directors,
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reviewing management’s assessment of whether risks arising from our compensation policies and practices are reasonably likely to have a material adverse effect on us,
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monitoring our incentive and equity-based compensation plans,
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preparing the Compensation Committee report required to be included in our proxy statement under the rules and regulations of the SEC, which includes a recommendation to the full board of directors that the Compensation, Discussion and Analysis be included in the annual proxy statement, and
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oversee and approve our management succession planning process.
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identifying individuals qualified to become new board members, consistent with criteria approved by the board of directors,
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developing and monitoring the effectiveness of a set of corporate governance principles,
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reviewing the qualifications of incumbent directors to determine whether to recommend them for reelection and selecting, or recommending that the board of directors select, the director nominees for the next annual meeting of stockholders,
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identifying board members qualified to fill vacancies on any board of directors committee and recommending that the board of directors appoint the identified member or members to the applicable committee,
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overseeing the evaluation of the board of directors, and
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handling such other matters that are specifically delegated to the committee by the board of directors from time to time.
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Member
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Chair
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Audit and Risk Committee
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$15,000
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$25,000
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Compensation Committee
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$10,000
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$15,000
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Nominating and Corporate Governance Committee
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$7,500
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$10,000
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Name
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Fees Earned or
Paid in Cash ($)(1)
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Stock
Awards ($)(2)
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All Other
Compensation ($)(3)
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Total ($)
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Kenneth W. Alterman
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90,000
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100,019
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19,740
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209,759
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John E. (Jeb) Bachman
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100,000
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112,890
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—
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212,890
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Mary Kay Haben
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97,500
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112,890
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—
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210,390
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Thomas F. Herman
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91,171
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100,019
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19,740
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210,930
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Carey F. Jaros
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29,158
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30,430
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—
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59,588
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Norman S. Matthews
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92,500
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100,019
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19,740
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212,259
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Maria Fernanda Mejía(4)
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—
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—
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—
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—
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Gail Moody-Byrd(4)
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—
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—
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—
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—
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Erik D. Ragatz(5)
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—
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—
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—
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—
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S. MacGregor Read, Jr.(6)
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175,000
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100,019
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494,582
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769,601
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Jeffrey York
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100,000
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100,019
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19,740
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219,759
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Matthew B. Eisen(7)
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—
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—
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—
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—
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Sameer Narang(7)
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—
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—
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—
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—
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(1)
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The following table provides further detail for fees earned during 2020:
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Name
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2020 Board
Retainer Fee
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2020 Board
Committee
Membership Fees
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2020 Board Chair,
Vice Chair or
Committee Chair Fee
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Kenneth W. Alterman
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75,000
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—
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15,000
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John E. (Jeb) Bachman
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75,000
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—
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25,000
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Mary Kay Haben
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75,000
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22,500
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—
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Thomas F. Herman
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75,000
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16,171
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—
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Carey F. Jaros
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24,298
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4,860
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—
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Norman S. Matthews
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75,000
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17,500
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—
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S. MacGregor Read, Jr.
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75,000
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—
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100,000
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Jeffrey York
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75,000
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25,000
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—
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(2)
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Amounts reported in the “Equity Awards” column represent the grant date fair value of restricted stock units granted. These amounts do not reflect actual amounts that may be paid to or realized by the director. See Note 7, Share-based Awards to our consolidated financial statements contained in our 2020 Annual for a discussion of all assumptions made by us in determining the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 values of our equity awards.
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(3)
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In connection with the 2018 Dividend (as defined and described in “Executive Compensation—Compensation Discussion and Analysis”), we made cash payments in the amount of $19,740 on January 6, 2020 to each of Messrs. Alterman, Herman, Matthews and York, in respect of restricted stock units each such person held that vested on December 31, 2018.
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(4)
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Mmes. Mejía and Moody-Byrd were each elected to our board of directors effective January 18, 2021.
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(5)
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Mr. Ragatz did not receive any compensation for his service on our board of directors during Fiscal Year 2020 due to his employment with H&F. Commencing on January 3, 2021 (the first day of Fiscal Year 2021) Mr. Ragatz will receive the annual non-employee director restricted stock unit grant described above. He has elected to forgo the annual cash retainer fee of $100,000 payable to him in connection with his service as Chairman of the Board and has elected to donate the other board and committee annual retainer fees payable to him (equal to $95,000) to our Touching Lives Foundation.
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(6)
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See “Transition Agreement with Mr. Read” below for a discussion of Mr. Read’s compensation as a non-employee director. Mr. Read’s “Other Compensation” includes: (i) $172,930 in salary paid to Mr. Read prior to his transition from an officer to non-executive Vice Chairman in April 2020; (ii) $320,754 in a bonus under the 2020 Annual Incentive Program; (iv) $750 in the Company’s contribution to his health savings account; and (v) $149 in Company-paid group term life insurance.
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(7)
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Messrs. Eisen and Narang resigned from our board of directors on September 2, 2020. Prior to their resignation, they did not receive any compensation for their service on our board of directors due to their employment with H&F
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ensuring that the board of directors, as a whole, is appropriately diverse and consists of individuals with various and relevant career experience, relevant technical skills, industry knowledge and experience, financial expertise (including expertise that could qualify a director as an “audit committee financial expert”), local or community ties;
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minimum individual qualifications, including strength of character, mature judgment, familiarity with the Company’s business and industry, independence of thought and ability to work collegially; and
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the extent to which the candidate would fill a present need on the board of directors.
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Audit and Risk Committee
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John E. Bachman, Chairman
Mary Kay Haben
Thomas F. Herman
Carey F. Jaros
Maria Fernanda Mejía
Gail Moody-Byrd
Jeffrey York
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Compensation Committee
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Kenneth W. Alterman, Chairman
Norman S. Matthews
Erik D. Ragatz
Jeffrey York
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Name
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Age
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Position
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Eric J. Lindberg, Jr.
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50
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Chief Executive Officer and Director
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Robert Joseph Sheedy, Jr.
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46
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President
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Charles C. Bracher
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48
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EVP, Chief Financial Officer
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Andrea R. Bortner
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59
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EVP, Chief Human Resources Officer
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Pamela B. Burke
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53
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EVP, Chief Administrative Officer, General Counsel and Secretary
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Heather L. Mayo
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57
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EVP, Chief Sales and Merchandising Officer, East
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Brian T. McAndrews
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60
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SVP, Chief New Store Development Officer
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Thomas H. McMahon
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59
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EVP, Chief Sales and Merchandising Officer, West
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Steven K. Wilson
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57
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SVP, Chief Purchasing Officer
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Name
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Position
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Eric J. Lindberg, Jr.
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Chief Executive Officer
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Charles C. Bracher
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EVP, Chief Financial Officer
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Robert Joseph Sheedy, Jr.
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President
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Pamela B. Burke
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EVP, Chief Administrative Officer, General Counsel and Secretary
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Heather L. Mayo
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EVP, Chief Sales and Merchandising Officer
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Net sales increased by 22.5% to $3.13 billion.
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Comparable store sales increased by 12.7% on a 52-week basis compared to a 5.2% increase in the comparable period last year.
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We opened 35 new stores and closed two stores during the year.
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Net income increased 592.1% to $106.7 million, or $1.08 per diluted share.
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Adjusted net income1 increased 86.9% to $112.7 million, or $1.14 per non-GAAP diluted share.
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Adjusted EBITDA1 increased 32.4% to $222.9 million.
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1
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Adjusted EBITDA and non-GAAP adjusted net income are non-GAAP financial measures, which exclude the impact of certain special items. For supplemental information about these numbers and a reconciliation of adjusted EBITDA and non-GAAP adjusted net income to net income computed in accordance with GAAP see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—GAAP to Non-GAAP Reconciliations” included in our Annual Report on Form 10-K for the fiscal year ended January 2, 2021.
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Goal-oriented
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Our executive compensation program rewards the achievement of specific short-term (annual), long-term, and strategic goals. Our executives’ interests are aligned with those of our investors by further rewarding performance achieved above established goals.
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Market competitive
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Compensation levels and programs for executives, including the Named Executive Officers, should be competitive, relative to the marketplace in which we operate. It is important for us to leverage an understanding of what constitutes competitive pay in our market and build unique strategies to attract and retain the high caliber talent we require to manage and successfully grow our Company.
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Performance-based
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The majority of our executive compensation should be performance-based pay that is “at risk,” based on short-term and long-term goals, which reward both organizational and individual performance.
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Investor-aligned
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Incentives should be structured to create a strong alignment between executives and investors on both a short-term and a long-term basis, each within our risk framework.
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Financially efficient
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Pay programs and features should attempt to minimize the impact on our earnings and maximize our tax benefits.
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What We Do
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What We Don’t Do
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✓
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We align short- and long-term incentive programs to stockholder interests
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✘
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We do not provide our executive officers with tax gross ups on severance or change-in-control benefits
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✓
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We engage with and seek feedback from our stockholders regarding our executive compensation program
|
| |
✘
|
| |
Our equity plan does not allow repricing of underwater options without stockholder approval
|
✓
|
| |
We conduct annual risk assessments of our compensation policies and practices
|
| |
✘
|
| |
We do not permit directors and officers to hedge our stock
|
✓
|
| |
We maintain a clawback policy
|
| |
✘
|
| |
We do not provide significant executive perquisites or supplemental benefits
|
✓
|
| |
We maintain stock ownership guidelines to support the alignment of executive and Board interests with those of our stockholders
|
| |
✘
|
| |
We do not pay dividend equivalents to executive officers on unvested restricted stock units or performance share unit awards
|
✓
|
| |
Our Compensation Committee retains an independent compensation consultant
|
| |
✘
|
| |
No single-trigger vesting of equity-based awards upon change in control
|
✓
|
| |
We cap cash incentive payouts and they are based solely on Company financial and operational goals.
|
| |
|
| |
|
|
| |
Component
|
| |
Description
|
| |
Link to Stockholder Value
|
|||
Short-Term
|
| |
Base Salary
|
| |
Annual fixed cash compensation.
|
| |
Securing and retaining executives by providing stability and reflecting the market for executive talent.
|
|||
|
Annual Incentive Plan
|
| |
Annual cash compensation based on annual financial goals:
|
| |
Drive short-term performance consistent with our annual financial goals
|
|||||
|
|
| |
•
|
| |
60% Adjusted EBITDA
|
| ||||
|
| |
|
| |
•
|
| |
40% Comparable Store Sales
|
| ||
|
| |
|
| |
Payout slope for 2020: 50% to a cap of 200%
|
| |||||
Long-Term
|
| |
PSUs
|
| |
Performance-based award that vests in a single installment on the third anniversary of the vesting commencement date and are based on two measures:
|
| |
Promote strategic long-term decision-making within our risk framework
|
|||
|
|
| |
•
|
| |
3-year cumulative Revenue (50% weighting)
|
| ||||
|
|
| |
•
|
| |
3-year cumulative adjusted EBITDA growth (50% weighting)
|
| |
|
||
|
|
| |
Financial Measures and Payout slope is 50% to a cap of 200%
|
| |
|
|||||
|
RSUs
|
| |
Time-based award, with a three-year vesting period, with one-third of the RSUs vesting on each of the first, second and third anniversaries of the vesting commencement date.
|
| |
Foster a culture of ownership, aligning long-term interests of our executives and stockholders, within our risk framework
|
NEO
|
| |
2019 Base Salary
|
| |
2020 Base Salary
|
| |
YOY % Change
|
Eric J. Lindberg, Jr.
|
| |
$750,000
|
| |
$772,500
|
| |
3.0%
|
Charles C. Bracher
|
| |
$522,698
|
| |
$538,379
|
| |
3.0%
|
Robert Joseph Sheedy, Jr.
|
| |
$550,000
|
| |
$583,000
|
| |
6.0%
|
Pamela B. Burke
|
| |
$405,022
|
| |
$417,173
|
| |
3.0%
|
Heather L. Mayo*
|
| |
$400,000
|
| |
$400,000
|
| |
0%
|
*
|
Ms. Mayo was hired in October 2019.
|
NEO
|
| |
2020 Base
Salary ($)
|
| |
Target
Bonus
(%)
|
| |
Target Bonus
Amount ($)
|
| |
Overall
Achievement
Factor (%)
|
| |
Actual Bonus
Achieved ($)
|
Eric J. Lindberg, Jr.
|
| |
772,500
|
| |
100
|
| |
772,500
|
| |
200
|
| |
1,545,000
|
Charles C. Bracher
|
| |
538,379
|
| |
60
|
| |
323,027
|
| |
200
|
| |
646,055
|
Robert Joseph Sheedy, Jr.
|
| |
583,000
|
| |
75
|
| |
437,250
|
| |
200
|
| |
874,501
|
Pamela B. Burke
|
| |
417,173
|
| |
60
|
| |
250,304
|
| |
200
|
| |
500,608
|
Heather L. Mayo
|
| |
400,000
|
| |
60
|
| |
240,000
|
| |
200
|
| |
480,000
|
NEO
|
| |
Time-vesting RSUs
|
| |
PSUs at Target
|
| |
PSUs at
Maximum
|
Eric J. Lindberg, Jr.
|
| |
25,136
|
| |
58,650
|
| |
142,436
|
Charles C. Bracher
|
| |
11,679
|
| |
17,518
|
| |
35,036
|
Robert Joseph Sheedy, Jr.
|
| |
15,809
|
| |
23,713
|
| |
47,426
|
Pamela B. Burke
|
| |
9,050
|
| |
13,574
|
| |
27,148
|
Heather L. Mayo
|
| |
8,677
|
| |
13,016
|
| |
26,032
|
•
|
| |
Aaron’s, Inc.
|
| |
•
|
| |
National Vision Holdings, Inc.
|
•
|
| |
At Home Group Inc.
|
| |
•
|
| |
Ollies Bargain Market Holdings
|
•
|
| |
Boot Barn Holdings Inc
|
| |
•
|
| |
RH
|
•
|
| |
Deckers Outdoor Corporation
|
| |
•
|
| |
Sleep Number Corporation
|
•
|
| |
Dunkin’ Brands Group, Inc.
|
| |
•
|
| |
Sprouts Farmers Market, Inc.
|
•
|
| |
Five Below, Inc.
|
| |
•
|
| |
Texas Roadhouse, Inc.
|
•
|
| |
Floor & Décor Holdings, Inc.
|
| |
•
|
| |
Weis Markets, Inc.
|
•
|
| |
Lululemon Athletica Inc.
|
| |
|
| |
|
ROLE
|
| |
RESPONSIBILITY
|
|||
Full Board
|
| |
•
|
| |
Approve new equity incentive plans and share pool increases under existing equity plans (subject to stockholder approval)
|
|
| |
|
| |
|
Compensation Committee
|
| |
•
|
| |
Establish, implement and evaluate our employee compensation and benefit programs.
|
|
•
|
| |
Seek to ensure that the total compensation paid to our Named Executive Officers as well as our other senior officers is fair, competitive, performance-based and financially efficient.
|
||
|
•
|
| |
Annually evaluate the performance of our executive officers, establish annual salaries and annual cash incentive award targets and payouts for our executive officers and approve equity awards.
|
||
|
•
|
| |
Periodically review and make recommendations to the full board of directors with respect to the adoption of, or amendments to, all equity-based incentive compensation plans for employees, and cash-based incentive plans for executive officers, and evaluate whether the relationship between the incentives associated with these plans and the level of risk-taking by executive officers in response to such incentives is reasonably likely to have a material adverse effect on us.
|
||
|
•
|
| |
Periodically gather stockholder feedback to align our compensation programs with their interests and long-term value creation.
|
||
|
•
|
| |
Review succession planning for our Chief Executive Officer and senior executive team.
|
||
|
| |
|
| |
|
ROLE
|
| |
RESPONSIBILITY
|
|||
Independent Consultant
|
| |
•
|
| |
Serve as the Compensation Committee’s independent advisor, to review the competitiveness of compensation provided to executives and provide the Compensation Committee with an executive compensation assessment, peer group analysis, review of our annual Compensation, Discussion and Analysis, and related compensation advice.
|
|
•
|
| |
Provide analyses that inform the decisions of the Compensation Committee without deciding or approving any compensation decisions.
|
||
|
•
|
| |
Independently meet with the Compensation Committee in executive session during each regularly scheduled meeting each year.
|
||
|
| |
|
| |
|
CEO
|
| |
•
|
| |
Establish strategic direction and goals, supported by the executive compensation programs, which are then reviewed and approved by the Compensation Committee and full Board of Directors.
|
|
•
|
| |
Evaluate executive officer performance and develop recommendations for compensation aligned to the compensation philosophy and compensation and benefits programs.
|
•
|
an amount equal to 1.0 times the sum of the participant’s annual base salary and target annual bonus, payable in accordance with our normal payroll practice over 12 months, and
|
•
|
subject to the participant’s timely election under COBRA, payment, or reimbursement for, the difference between the COBRA premium and the premium paid by active Company employees for the same coverage for 12 months.
|
•
|
an amount equal to 1.5x times the sum of the participant’s annual base salary and target annual bonus, in each case, payable in a lump sum within 60 days following termination of employment, and
|
•
|
subject to the participant’s timely election under COBRA, payment, or reimbursement for, the difference between the COBRA premium and the premium paid by active Company employees for the same coverage for 18 months.
|
•
|
With respect to vested time-vesting options, the Named Executive Officer received a lump-sum cash payment in an amount equal to the number of shares underlying the vested option multiplied by the 2016 Dividend amount and/or the 2018 Dividend amount, less applicable tax withholdings, paid in June 2016 and/or October 2018.
|
•
|
With respect to unvested time-vesting options, the Named Executive Officer received a right to cash payment in an amount equal to the number of shares underlying the option multiplied by the applicable 2016 Dividend amount and or 2018 Dividend amount, to be paid in part upon each vesting date under the unvested option (provided that the executive satisfied the vesting conditions applicable to the unvested option, for such vesting date).
|
•
|
We reduced the per share exercise prices of any outstanding unvested performance-vesting options held by Named Executive Officers, by the applicable per share 2016 Dividend amount and/or 2018 Dividend amount.
|
NEO
|
| |
2020 Base
Salary
|
| |
2021 Base
Salary
|
| |
YOY %
Change
|
Eric J. Lindberg, Jr.
|
| |
$772,500
|
| |
$800,001
|
| |
3.6%
|
Charles C. Bracher
|
| |
$538,279
|
| |
$555,015
|
| |
3.1%
|
Robert Joseph Sheedy, Jr.
|
| |
$583,000
|
| |
$600,024
|
| |
2.9%
|
Pamela B. Burke
|
| |
$417,173
|
| |
$430,022
|
| |
3.1%
|
Heather L. Mayo
|
| |
$400,000
|
| |
$412,000
|
| |
3.0%
|
NEO
|
| |
RSUs (#)
|
| |
PSUs (#) at Target
|
Eric J. Lindberg, Jr.
|
| |
27,081
|
| |
63,188
|
Charles C. Bracher
|
| |
12,526
|
| |
18,788
|
Robert Joseph Sheedy, Jr.
|
| |
20,312
|
| |
30,467
|
Pamela B. Burke
|
| |
9,705
|
| |
14,557
|
Heather L. Mayo
|
| |
9,298
|
| |
13,947
|
Name and Principal Position
|
| |
Year
|
| |
Salary
($)(1)
|
| |
Stock
Awards
($)(2)
|
| |
Option
Awards
($)
|
| |
Non-Equity
Incentive Plan
Compensation
($)(3)
|
| |
All Other
Compensation
($)(4)
|
| |
Total
($)
|
Eric J. Lindberg, Jr.
Chief Executive Officer
|
| |
2020
|
| |
771,635
|
| |
3,090,028
|
| |
—
|
| |
1,545,000
|
| |
45,360
|
| |
5,452,022
|
|
2019
|
| |
666,694
|
| |
—
|
| |
1,643,387
|
| |
761,772
|
| |
934,422
|
| |
4,006,275
|
||
|
2018
|
| |
567,279
|
| |
—
|
| |
—
|
| |
440,042
|
| |
2,638,485
|
| |
3,645,806
|
||
Charles C. Bracher
Chief Financial Officer
|
| |
2020
|
| |
537,776
|
| |
1,076,785
|
| |
—
|
| |
646,055
|
| |
45,360
|
| |
2,305,977
|
|
2019
|
| |
522,698
|
| |
—
|
| |
712,134
|
| |
358,345
|
| |
271,365
|
| |
1,864,542
|
||
|
2018
|
| |
507,473
|
| |
—
|
| |
—
|
| |
262,747
|
| |
725,402
|
| |
1,495,622
|
||
Robert Joseph Sheedy, Jr.
President
|
| |
2020
|
| |
581,731
|
| |
1,457,571
|
| |
—
|
| |
874,501
|
| |
45,360
|
| |
2,959,163
|
|
2019
|
| |
519,458
|
| |
—
|
| |
712,134
|
| |
445,154
|
| |
271,365
|
| |
1,948,111
|
||
|
2018
|
| |
475,000
|
| |
—
|
| |
—
|
| |
245,934
|
| |
725,376
|
| |
1,446,310
|
||
Pamela B. Burke(5)
Chief Administrative
Officer, General
Counsel and Secretary
|
| |
2020
|
| |
416,706
|
| |
834,373
|
| |
—
|
| |
500,608
|
| |
120,563
|
| |
1,872,250
|
Heather L. Mayo(5)
Chief Sales and
Merchandising Officer, East
|
| |
2020
|
| |
400,000
|
| |
1,000,038
|
| |
—
|
| |
480,000
|
| |
95,984
|
| |
1,976,023
|
(1)
|
Amounts reported in the “Salary” column represent the base salary earned by each Named Executive Officer during the fiscal year covered. For a description of salary increases see “Executive Compensation—Compensation Discussion and Analysis”
|
(2)
|
Amounts reported in the “Stock Awards” column represent the aggregated grant date fair value of PSUs and time-based restricted stock units granted. See the “Grants of Plan-Based Awards Table” for further information on the number of PSUs and time-based restricted stock units granted to our Named Executive Officers in Fiscal Year 2020. These amounts reflect the grant date fair value of the awards (and for the PSUs, the grant date fair value at target), and do not correspond to the actual value that may be realized by the executive officer. See Note 7, Share-based Awards to our consolidated financial statements contained in our 2020 Annual Report for a discussion of all assumptions made by us in determining the FASB ASC Topic 718 values of our equity awards. For the PSUs granted in 2020, the amounts reported are based on the probable outcome of the related performance conditions as of the grant date. The aggregate grant date fair value of these awards, assuming achievement at the target and the maximum level of performance (the latter of which is 200% of the target amount) is shown in the chart below for each Named Executive Officer.
|
NEO
|
| |
Grant Date Fair Value of PSUs
Granted in 2020 at
Target Performance ($)
|
| |
Grant Date Fair Value of
PSUs Granted in 2020 at
Maximum Performance ($)
|
Eric J. Lindberg, Jr.
|
| |
2,163,012
|
| |
4,326,024
|
Charles C. Bracher
|
| |
646,064
|
| |
1,292,128
|
Robert Joseph Sheedy, Jr.
|
| |
874,535
|
| |
1,749,071
|
Pamela B. Burke
|
| |
500,609
|
| |
1,001,218
|
Heather L. Mayo
|
| |
480,030
|
| |
960,060
|
(3)
|
Amounts reported in the “Non-Equity Incentive Plan Compensation” column represent the annual incentive bonus amounts earned by each Named Executive Officer pursuant to the AIP during the fiscal year covered.
|
(4)
|
Amounts reported in the “All Other Compensation” column represent the following with respect to each Named Executive Officer in the Fiscal Year 2020:
|
NEO
|
| |
Profit Sharing
Contribution under
the 401(k) Plan
|
| |
Health Saving
Account
Contribution
|
| |
Company-Paid
Group Term
Life Insurance
|
| |
Other(i)
|
Eric J. Lindberg, Jr.
|
| |
$43,500
|
| |
$1,500
|
| |
$360
|
| |
—
|
Charles C. Bracher
|
| |
$43,500
|
| |
$1,500
|
| |
$360
|
| |
—
|
Robert Joseph Sheedy, Jr.
|
| |
$43,500
|
| |
$1,500
|
| |
$360
|
| |
—
|
NEO
|
| |
Profit Sharing
Contribution under
the 401(k) Plan
|
| |
Health Saving
Account
Contribution
|
| |
Company-Paid
Group Term
Life Insurance
|
| |
Other(i)
|
Pamela B. Burke
|
| |
$43,500
|
| |
$1,500
|
| |
$552
|
| |
$75,011
|
Heather L. Mayo
|
| |
$13,846
|
| |
$750
|
| |
$1,032
|
| |
$80,356
|
(i)
|
For Ms. Burke, “Other” represents lump sum cash payments in the aggregate amount of $75,011 in connection with the payments of the 2016 and 2018 Dividends relating to the vesting of her time-based options. For Ms. Mayo, “Other” represents costs related to her relocation including costs for temporary housing, travel and vehicle expenses.
|
(5)
|
Mmes. Burke and Mayo were not Named Executive Officers in Fiscal Year 2019 and accordingly, their compensation information was not included in the proxy statement for our first annual meeting in June 2020.
|
|
| |
|
| |
|
| |
Estimated Possible Payouts
Under Non-Equity
Incentive Plan Awards(1)
|
| |
Estimated Future Payouts
Under Equity Incentive
Plan Awards(2)
|
| |
All Other
Stock
Awards:
Number
of Shares
of Stock
or
Units(3)
|
| |
Grant
Date Fair
Value of
Stock
Awards
($)(4)
|
||||||||||||
Name
|
| |
Grant
Date
|
| |
Type of Award
|
| |
Threshold
($)
|
| |
Target
($)
|
| |
Maximum
($)
|
| |
Threshold
($)
|
| |
Target
($)
|
| |
Maximum
($)
|
| |||||
Eric J. Lindberg, Jr.
|
| |
|
| |
Performance-Based
cash award
|
| |
231,750
|
| |
772,500
|
| |
1,545,000
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| |
5/13/2020
|
| |
Performance-Based
Restricted Stock
Unit
|
| |
—
|
| |
—
|
| |
—
|
| |
29,325
|
| |
58,650
|
| |
117,300
|
| |
—
|
| |
2,163,012
|
|
| |
5/13/2020
|
| |
Time-Based
Restricted Stock
Unit
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
25,136
|
| |
927,016
|
Charles C. Bracher
|
| |
|
| |
Performance-Based
cash award
|
| |
96,904
|
| |
323,028
|
| |
646,055
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| |
5/13/2020
|
| |
Performance-Based
Restricted Stock
Unit
|
| |
—
|
| |
—
|
| |
—
|
| |
8,759
|
| |
17,518
|
| |
35,036
|
| |
—
|
| |
646,064
|
|
| |
5/13/2020
|
| |
Time-Based
Restricted Stock
Unit
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
11,679
|
| |
430,722
|
Robert Joseph Sheedy, Jr.
|
| |
|
| |
Performance-Based
cash award
|
| |
131,175
|
| |
437,250
|
| |
874,500
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| |
5/13/2020
|
| |
Performance-Based
Restricted Stock
Unit
|
| |
—
|
| |
—
|
| |
—
|
| |
11,857
|
| |
23,713
|
| |
47,426
|
| |
—
|
| |
874,535
|
|
| |
5/13/2020
|
| |
Time-Based
Restricted Stock
Unit
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
15,809
|
| |
583,036
|
Pamela B. Burke
|
| |
|
| |
Performance-Based
cash award
|
| |
75,091
|
| |
250,304
|
| |
500,608
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| |
5/13/2020
|
| |
Performance-Based
Restricted Stock
Unit
|
| |
—
|
| |
—
|
| |
—
|
| |
6,787
|
| |
13,574
|
| |
27,148
|
| |
—
|
| |
500,609
|
|
| |
5/13/2020
|
| |
Time-Based
Restricted Stock
Unit
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
9,050
|
| |
333,764
|
Heather L. Mayo
|
| |
|
| |
Performance-Based
cash award
|
| |
72,000
|
| |
240,000
|
| |
480,000
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| |
5/13/2020
|
| |
Performance-Based
Restricted Stock
Unit
|
| |
—
|
| |
—
|
| |
—
|
| |
6,508
|
| |
13,016
|
| |
26,032
|
| |
—
|
| |
480,030
|
|
| |
5/13/2020
|
| |
Time-Based
Restricted Stock
Unit
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
8,677
|
| |
320,008
|
|
| |
5/13/2020
|
| |
Time-Based
Restricted Stock
Unit
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
5,423
|
| |
200,000
|
(1)
|
See “Executive Compensation—Compensation Discussion and Analysis—Elements of 2020 Compensation Program” for a description of our annual performance-based cash bonus plan. The amounts in the “Target” column represent the target amounts available under the 2020 AIP for our Fiscal Year 2020 with respect to each Named Executive Officer. For purposes of this table, the “Threshold” amount shown represents an assumption that the Company achieves only the threshold level of adjusted EBITDA performance.
|
(2)
|
The PSUs vest (if at all) based on achievement of performance goals over a three-year performance period.
|
(3)
|
The restricted stock units vest in three equal annual installments on the three anniversary dates following the vesting commencement date.
|
(4)
|
The amounts included in this column represent the grant date fair value of equity awards granted to our Named Executive Officers under the 2019 Incentive Plan, computed in accordance with FASB ASC Topic 718. The grant date fair value of the PSUs was computed based upon the probable outcome of the performance conditions as of the grant date. See footnote 2 to the Summary Compensation Table.
|
|
| |
|
| |
Option Awards
|
| |
Stock Awards
|
||||||||||||||||||
Name
|
| |
Grant Date
|
| |
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
|
| |
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
|
| |
Option
Exercise
Price($)
|
| |
Option
Expiration
Date
|
| |
Number
of Shares
or Units
of Stock
That Have
Not Vested
(#)
|
| |
Market
Value of
Shares or
Units of
Stock that
Have not
Vested
($)(1)
|
| |
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares,
Units or
Other
Rights
That Have
Not Vested
(#)
|
| |
Equity
Incentive
Plan
Awards:
Market
Value of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested ($)(1)
|
Eric J. Lindberg, Jr.
|
| |
10/21/2014
|
| |
1,107,614
|
| |
—
|
| |
3.81
|
| |
10/21/2024
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| |
10/21/2014
|
| |
1,332,614
|
| |
—
|
| |
7.13
|
| |
10/21/2024
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| |
6/19/2019
|
| |
—
|
| |
210,450(2)
|
| |
22.00
|
| |
6/19/2029
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| |
5/13/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
25,136(3)
|
| |
986,588
|
| |
117,300(4)
|
| |
4,604,025(4)
|
Charles C. Bracher
|
| |
11/25/2014
|
| |
172,030
|
| |
|
| |
3.81
|
| |
11/25/2024
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| |
11/25/2014
|
| |
137,031
|
| |
—
|
| |
7.13
|
| |
11/25/2024
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| |
6/19/2019
|
| |
—
|
| |
91,195(2)
|
| |
22.00
|
| |
6/19/2029
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| |
5/13/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
11,679(3)
|
| |
458,401
|
| |
35,036
|
| |
1,375,163(4)
|
Robert Joseph Sheedy, Jr.
|
| |
11/25/2014
|
| |
217,061
|
| |
—
|
| |
3.81
|
| |
11/25/2024
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| |
6/19/2019
|
| |
—
|
| |
91,195(2)
|
| |
22.00
|
| |
6/19/2029
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| |
5/13/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
15,809(3)
|
| |
620,503
|
| |
47,426(4)
|
| |
1,861,471(4)
|
Pamela B. Burke
|
| |
9/29/2015
|
| |
37,567
|
| |
|
| |
8.11
|
| |
9/29/2025
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| |
3/31/2017(5)
|
| |
21,045
|
| |
14,030
|
| |
8.57
|
| |
3/31/2027
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| |
12/26/2018(6)
|
| |
19,642
|
| |
29,463
|
| |
11.64
|
| |
12/26/2028
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| |
12/26/2018
|
| |
49,105
|
| |
—
|
| |
11.64
|
| |
12/26/2028
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| |
6/19/2019
|
| |
—
|
| |
63,135(2)
|
| |
22.00
|
| |
6/19/2029
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| |
5/13/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
9,050(3)
|
| |
355,213
|
| |
27,148(4)
|
| |
1,065,559(4)
|
Heather L. Mayo
|
| |
5/13/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
8,677(3)
|
| |
340,572
|
| |
26,032(4)
|
| |
1,021,756(4)
|
|
| |
5/13/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
5,423(7)
|
| |
212,853
|
| |
—
|
| |
—
|
(1)
|
The amounts shown in this column represents the number of shares of common stock that have not vested multiplied by $39.25, the closing price per share of our common stock on December 31, 2020, the last trading day of Fiscal Year 2020.
|
(2)
|
Represent unvested time-vesting options granted under the 2019 Incentive Plan in 2019, which vest and become exercisable in one installment on the fourth anniversary of the grant date, subject to continued employment on the vesting date.
|
(3)
|
Each of the identified time-based RSU vests in three equal annual installments over the three-year period measured from the vesting commencement date of March 1, 2020, subject to continued service with us on each vesting date.
|
(4)
|
The number and market value of the PSUs reported reflect maximum performance because performance through January 2, 2021, the last day of Fiscal Year 2020, was tracking above the target payout level. The actual numbers of shares that will be distributed at the end of the three-year performance period are not yet determinable. The PSUs will vest (if at all) based on the achievement of cumulative operating goals over a three-year performance period, subject to continued service with us on the vesting date. See “Executive Compensation—Compensation Discussion and Analysis—Long-Term Equity Incentive Compensation” for more information on the cumulative operating goals.
|
(5)
|
The identified stock option has a vesting commencement date of March 31, 2017 and vests in installments of 7,015 shares each year with the final installment of 7,015 shares vesting on March 31, 2022.
|
(6)
|
The identified stock option has a vesting commencement date of December 26, 2018 and vests in installments of 9,821 shares each year with the final installment of 7,015 shares vesting on December 26, 2023.
|
(7)
|
The identified time-based RSU vests in one installment on June 19, 2023, subject to Ms. Mayo’s continued employment on the vesting date.
|
|
| |
Option Awards
|
| |
Stock Awards
|
||||||
Name
|
| |
Number of Shares
Acquired on
Exercise (#)
|
| |
Value Realized
on Exercise ($)(1)
|
| |
Number of Shares
Acquired on
Vesting (#)
|
| |
Value Realized
on Vesting ($)
|
Eric J. Lindberg, Jr.
|
| |
250,000
|
| |
8,723,845
|
| |
—
|
| |
—
|
Charles C. Bracher
|
| |
415,000
|
| |
13,466,068
|
| |
—
|
| |
—
|
Robert Joseph Sheedy, Jr.
|
| |
507,000
|
| |
15,519,093
|
| |
—
|
| |
—
|
Pamela B. Burke
|
| |
152,052
|
| |
4,997,911
|
| |
—
|
| |
—
|
Heather L. Mayo
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
(1)
|
Based on the amount by which the market price of a share of our common stock on the dates of exercise exceeded the applicable exercise price per share of the option.
|
•
|
an amount equal to 1.0 times the sum of the participant’s annual base salary and target annual bonus, payable in accordance with the Company’s normal payroll practice over 12 months, and
|
•
|
subject to the participant’s timely election under COBRA, payment, or reimbursement for, the difference between the COBRA premium and the premium paid by active Company employees for the same coverage for 12 months.
|
•
|
an amount equal to 1.5x times the sum of the participant’s annual base salary and target annual bonus, in each case, payable in a lump sum within 60 days following termination of employment, and
|
•
|
subject to the participant’s timely election under COBRA, payment, or reimbursement for, the difference between the COBRA premium and the premium paid by active Company employees for the same coverage for 18 months.
|
•
|
if the participant undergoes a termination as a result of participant’s death or disability prior to a Change in Control, a prorated portion of the PSU shall vest (at target performance) on the date of such termination;
|
•
|
in the event a participant undergoes a termination without Cause a prorated portion of the PSU will remain outstanding, and, in the event of a subsequent Change in Control following such termination, the outstanding portion of the PSU shall vest at target performance; and
|
•
|
in the event a participant undergoes a termination (i) without Cause, (ii) for Good Reason or (iii) by reason of death or disability, in each case following a Change in Control, the earned PSU shall vest in full at target performance on the date of such termination.
|
Name
|
| |
Triggering Event
|
| |
Salary
|
| |
Bonus
|
| |
Health
Benefits
Continuation
Coverage
|
| |
Value of
Option
Acceleration
|
| |
Value of
Time-Based
RSU
Acceleration
|
| |
Value of PSU
Award
Acceleration
|
| |
Total
|
Eric J. Lindberg, Jr
|
| |
Termination Without Cause or for Good Reason(1)
|
| |
1,545,000
|
| |
1,545,000
|
| |
47,051
|
| |
—
|
| |
—
|
| |
—
|
| |
3,137,051
|
|
| |
Death or Disability prior to Change in Control
|
| |
—
|
| |
772,500(2)
|
| |
—
|
| |
—
|
| |
—
|
| |
775,698(3)
|
| |
1,548,198
|
|
| |
Termination Without Cause after Change in Control
|
| |
—
|
| |
—
|
| |
—
|
| |
3,630,263(4)
|
| |
986,588(3)
|
| |
2,302,013(3)
|
| |
6,918,863
|
|
| |
Death or Disability after a Change in Control
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
2,302,013(3)
|
| |
2,302,013
|
Charles C. Bracher
|
| |
Termination Without Cause or for Good Reason(5)
|
| |
538,379
|
| |
323,028
|
| |
27,623
|
| |
—
|
| |
—
|
| |
—
|
| |
889,030
|
|
| |
Qualifying Termination after Change in Control
|
| |
807,569(5)
|
| |
484,541(5)
|
| |
27,623(5)
|
| |
1,573,114(4)
|
| |
458,401(3)
|
| |
687,582(3)
|
| |
4,038,829
|
|
| |
Death or Disability prior to Change in Control
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
231,693(3
|
| |
231,693
|
|
| |
Death or Disability after a Change in Control
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
687,582(3)
|
| |
687,582
|
Robert Joseph Sheedy, Jr
|
| |
Termination Without Cause or for Good Reason(5)
|
| |
583,000
|
| |
437,250
|
| |
27,623
|
| |
—
|
| |
—
|
| |
—
|
| |
1,047,873
|
|
| |
Qualifying Termination after Change in Control
|
| |
874,500(5)
|
| |
655,875(5)
|
| |
41,435(5)
|
| |
1,573,114(4)
|
| |
620,503(3)
|
| |
930,735(3)
|
| |
4,696,162
|
|
| |
Death or Disability prior to Change in Control
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
313,608(3)
|
| |
313,608
|
|
| |
Death or Disability after a Change in Control
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
930,735(3
|
| |
930,735
|
Pamela B. Burke
|
| |
Termination Without Cause or for Good Reason(5)
|
| |
417,173
|
| |
250,304
|
| |
27,696
|
| |
—
|
| |
—
|
| |
—
|
| |
695,173
|
|
| |
Qualifying Termination after Change in Control
|
| |
625,760(5)
|
| |
375,456(5)
|
| |
41,544(5)
|
| |
1,089,079(4)
|
| |
355,213(3)
|
| |
532,780(3)
|
| |
3,019,830
|
|
| |
Death or Disability prior to Change in Control
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
179,530(3)
|
| |
179,530
|
|
| |
Death or Disability after a Change in Control
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
532,780(3)
|
| |
532,780
|
|
| |
Change in Control
|
| |
—
|
| |
—
|
| |
—
|
| |
1,243,914(6)
|
| |
—
|
| |
—
|
| |
1,243,914
|
Name
|
| |
Triggering Event
|
| |
Salary
|
| |
Bonus
|
| |
Health
Benefits
Continuation
Coverage
|
| |
Value of
Option
Acceleration
|
| |
Value of
Time-Based
RSU
Acceleration
|
| |
Value of PSU
Award
Acceleration
|
| |
Total
|
Heather L. Mayo
|
| |
Termination Without Cause or for Good Reason(5)
|
| |
400,000
|
| |
240,000
|
| |
9,443
|
| |
—
|
| |
—
|
| |
—
|
| |
649,443
|
|
| |
Qualifying Termination after Change in Control
|
| |
600,000(5)
|
| |
360,000(5)
|
| |
14,134(5)
|
| |
—
|
| |
439,914(3)
|
| |
510,878(3)
|
| |
1,924,926
|
|
| |
Death or Disability prior to Change in Control
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
172,151(3)
|
| |
172,151
|
|
| |
Death or Disability after a Change in Control
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
510,878(3)
|
| |
510,878
|
(1)
|
The employment agreement for Mr. Lindberg provides that in the event of a termination of employment without cause or resignation for good reason, the executive is entitled to (i) payment of his base salary, payable in equal installments in accordance with our regular payroll practices for a period of 24 months following the termination date; (ii) an amount equal to two times his target bonus for the year in which the termination date occurs, payable in equal installments for a period of 24 months following the termination date; and (iii) medical and dental benefit payments and, in our discretion, payment for the costs associated with COBRA premium for a period of 18 months for the executive and his dependents, which benefits are substantially the same as the benefits provided immediately prior to the termination date. For purposes of calculating (iii) we used the COBRA premium amounts.
|
(2)
|
The employment agreement for Mr. Lindberg provides that if his employment is terminated by reason of his death or disability, he will be entitled to a lump sum amount equal to his target annual bonus for the year in which the termination occurs, prorated based on the ratio of the number of days during such year that the executive was employed to 365.
|
(3)
|
The form of Time-Based Restricted Stock Unit Notice and Agreement under our 2019 Incentive Plan provides, among other terms, full acceleration of the award if the participant undergoes a termination without Cause following a Change in Control. Additionally, the form of Performance Stock Unit Grant Notice and Agreement under our 2019 Incentive Plan provides, among other terms, (i) in the event a participant undergoes a termination as a result of participant’s death or disability prior to a Change in Control, then a prorated portion of the PSU shall vest, with such proration based on the number of days elapsed from the commencement of the performance period through the date of such termination; and (ii) in the event a participation undergoes a termination after a Change in Control either without cause, for good reason or due to participant’s death or disability, then the PSUs shall vest in full at target performance as of the date of such termination.
|
(4)
|
On June 19, 2019, the Company granted each of Messrs. Lindberg, Bracher and Sheedy and Ms. Burke a time-vesting option to purchase shares of our common stock, respectively, at an exercise price of $22.00. As of January 2, 2021, all shares subject to the option held by each of the executives are unvested. If the executive undergoes a termination of employment without cause following a change in control, the option will become fully vested and exercisable. The amounts above represent the value associated with the accelerated vesting of the unvested shares subject to each option held by the executive upon a change in control, which is the product of (i) the difference between (A) the closing price of our common stock as of December 31, 2020, the last trading day of Fiscal Year 2020 ($39.25) and (B) the exercise price ($22.00); and (ii) the number of unvested shares subject to the option as of January 2, 2021.
|
(5)
|
In connection with the executive Severance Plan described above each of our NEOs (other than Mr. Lindberg) is entitled to the following benefits if he or she is terminated without cause, or by the participant for good reason not in connection with a Change in Control: (i) 1.0 times the sum of the participant’s annual base salary and target bonus, payable in accordance with our regular payroll practices over 12 months; and (ii) subject to participant’s timely election under COBRA, payment, or reimbursement for, the difference between the COBRA premium and the premium paid by active Company employees for the same coverage for 12 months.
|
(6)
|
On March 17, 2017 and December 26, 2018 Ms. Burke was granted time-based stock options under our predecessor 2014 Stock Plan at an exercise price of $8.57 and $11.64, respectively. Those stock options provide that if a Change in Control occurs during the Optionee’s Employment, the Option will, to the extent not vested, become fully vested and exercisable immediately prior to the effective time of such Change in Control.
|
•
|
each person known by us to own beneficially 5% or more of our outstanding shares of common stock;
|
•
|
each Named Executive Officer;
|
•
|
each of our directors and nominees for director; and
|
•
|
all of our executive officers and directors as a group.
|
Name of Beneficial Owner
|
| |
Shares Beneficially
Owned
|
| |
Percentage
Beneficially Owned
|
5% Stockholders:
|
| |
|
| |
|
Jackson Square Partners, LLC(1)
|
| |
9,527,609
|
| |
10.0%
|
Sands Capital Management, LLC(2)
|
| |
8,875,219
|
| |
9.3%
|
The Vanguard Group(3)
|
| |
7,277,300
|
| |
7.6%
|
BlackRock, Inc.(4)
|
| |
7,056,652
|
| |
7.4%
|
Kayne Anderson Rudnick Investment Management LLC(5)
|
| |
5,885,728
|
| |
6.2%
|
Named Executive Officers and Directors:
|
| |
|
| |
|
Eric J. Lindberg, Jr.(6)
|
| |
5,098,439
|
| |
5.2%
|
Charles C. Bracher(7)
|
| |
310,726
|
| |
*
|
Robert Joseph Sheedy, Jr.(8)
|
| |
202,640
|
| |
*
|
Pamela B. Burke.(9)
|
| |
136,186
|
| |
*
|
Heather L. Mayo
|
| |
1,961
|
| |
*
|
Erik D. Ragatz(10)
|
| |
209,096
|
| |
*
|
S. MacGregor Read, Jr.(11)
|
| |
4,819,837
|
| |
5.0%
|
Kenneth W. Alterman(12)
|
| |
62,827
|
| |
*
|
John E. Bachman
|
| |
3,061
|
| |
*
|
Mary Kay Haben
|
| |
3,061
|
| |
*
|
Thomas F. Herman(13)
|
| |
78,917
|
| |
*
|
Carey F. Jaros
|
| |
—
|
| |
*
|
Norman S. Matthews(14)
|
| |
147,696
|
| |
*
|
Maria Fernanda Mejía
|
| |
—
|
| |
*
|
Gail Moody-Byrd
|
| |
—
|
| |
*
|
Jeffrey York
|
| |
132,823
|
| |
*
|
All directors and executive officers as a group (20 persons)(15)
|
| |
11,650,899
|
| |
11.8%
|
*
|
Indicates beneficial ownership of less than 1%.
|
(1)
|
Based upon statements contained in a Schedule 13G/A filed by Jackson Square Partners, LLC on February 9, 2021. According to the Schedule 13G/A, Jackson Square Partners, LLC has sole voting power over 7,551,889 of the reported shares, shared voting power over 621,204 of the reported shares and sole dispositive power over all reported shares. The address of Jackson Square Partners, LLC is One Letterman Drive, Building A, Suite A3-200, San Francisco, California 94129. Ownership percentage assumes the stockholder continued to own the number of shares reflected in the table above on April 12, 2021.
|
(2)
|
Based upon statements contained in a Schedule 13G filed by Sands Capital Management, LLC on February 16, 2021. Shares reported are beneficially owned by clients of Sands Capital Management, LLC. According to the Schedule 13G, Sands Capital Management, LLC has sole voting power over 6,310,332 of the reported shares, shared voting power over none of the reported shares and sole dispositive power over all of the reported shares. The address of Sands Capital Management, LLC is 1000 Wilson Blvd., Suite 3000, Arlington, Virginia 22209. Ownership percentage assumes the stockholder continued to own the number of shares reflected in the table above on April 12, 2021.
|
(3)
|
Based upon statements in a Schedule 13G filed by The Vanguard Group on February 10, 2021. The Vanguard Group may be deemed to beneficially own the reported shares and has filed the Schedule 13G as the parent holding company or control person on behalf of its subsidiaries Vanguard Asset Management, Limited, Vanguard Fiduciary Trust Company, Vanguard Global Advisors, LLC, Vanguard Group (Ireland) Limited, Vanguard Investments Australia Ltd, Vanguard Investments Canada Inc., Vanguard Investments Hong Kong Limited and Vanguard Investments UK, Limited. According to the Schedule 13G, The Vanguard Group has sole voting power over none of the reported shares, shared voting power over 52,753 of the reported shares, sole dispositive power over 7,163,367 of the reported shares and shared dispositive power over 113,933 of the reported shares. The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, Pennsylvania 19355. Ownership percentage assumes the stockholder continued to own the number of shares reflected in the table above on April 12, 2021.
|
(4)
|
Based upon statements in a Schedule 13G filed by BlackRock, Inc. on February 2, 2021. BlackRock, Inc. may be deemed to beneficially own the reported shares and has filed the Schedule 13G as the parent holding company or control person on behalf of its subsidiaries BlackRock Life Limited, BlackRock Advisors, LLC, BlackRock (Netherlands) B.V., BlackRock Institutional Trust Company, National Association, BlackRock Asset Management Ireland Limited, BlackRock Financial Management, Inc., BlackRock Asset Management Schweiz AG, BlackRock Investment Management, LLC, BlackRock Investment Management (UK) Limited, BlackRock Asset Management Canada Limited, BlackRock (Luxembourg) S.A., BlackRock Investment Management (Australia) Limited, BlackRock Advisors (UK) Limited, BlackRock Fund Advisors and BlackRock Fund Managers Ltd. According to the Schedule 13G, BlackRock, Inc. has sole voting power over 6,828,420 of the reported shares, shared voting power over none of the reported shares, sole dispositive power over 7,056,652 of the reported shares and shared dispositive power over none of the reported shares. The address of BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055. Ownership percentage assumes the stockholder continued to own the number of shares reflected in the table above on April 12, 2021.
|
(5)
|
Based upon statements in a Schedule 13G/A filed jointly by Kayne Anderson Rudnick Investment Management LLC and Virtus Investment Advisers, Inc. on February 16, 2021. Kayne Anderson Rudnick Investment Management, LLC has sole power to vote or to direct the vote of 1,067,846 of the reported shares, sole power to dispose or to direct the disposition of 1,067,846 of the reported shares, shared power to vote or direct the vote of 4,817,882 of the reported shares (shared with Virtus Investment Advisers, Inc.) and shared power to dispose or direct the disposition of 4,817,882 of the reported shares (shared with Virtus Investment Advisers, Inc.). The address of Kayne Anderson Rudnick Investment Management LLC is 1800 Avenue of the Stars, 2nd Floor, Los Angeles, California 90067. Ownership percentage assumes the stockholder continued to own the number of shares reflected in the table above on April 12, 2021.
|
(6)
|
Consists of 2,265,228s shares issuable upon the exercise of options exercisable within 60 days following April 12, 2021 directly held by Mr. Lindberg, 460 shares directly held by Mr. Lindberg’s wife and 460 shares directly held by Mr. Lindberg’s child, 2,126,670 shares directly held by the Lindberg Revocable Trust u/a/d 2/14/06 of which Mr. Lindberg is a Trustee, 701,500 shares directly held by the Lindberg Irrevocable Trust u/a/d 5/12/17 of which Mr. Lindberg is a Trustee.
|
(7)
|
Consists of 265,311 shares issuable upon the exercise of options exercisable within 60 days following April 12, 2021, 44,005 shares held directly by Mr. Bracher and 1,410 shares directly held by Mr. Bracher’s spouse. Not included in the table above are 1,200 shares held in a trust for Mr. Bracher’s children over which Mr. Bracher has no voting or investment power.
|
(8)
|
Consists of 177,059 shares issuable upon the exercise of options exercisable within 60 days following April 12, 2021 and 25,581 shares held directly by Mr. Sheedy.
|
(9)
|
Consists of 134,374 shares issuable upon the exercise of options exercisable within 60 days following April 12, 2021 and 1,812 shares held directly by Ms. Burke.
|
(10)
|
Consists of shares of held by a limited partnership controlled by Mr. Ragatz.
|
(11)
|
Consists of (i) 200,000 shares issuable upon the exercise of options exercisable within 60 days following April 12, 2021 directly held by Mr. Read, (ii) 1,175 shares held as fully vested deferred stock units under our Director Deferral Program directly held by Mr. Read, (iii) 2,307,975 shares directly held by The Nordlingen Trust dated 1/23/2012, as amended and restated, 9/17/2014 of which Mr. Read is a Trustee and (iv) 2,307,975 shares directly held by The Redmond Trust dated 10/19/2003, as amended and restated, 9/17/2014 of which Mr. Read is a Trustee.
|
(12)
|
Includes 39,592 shares directly held by the Alterman Revocable Trust, of which Mr. Alterman is a Trustee.
|
(13)
|
Includes 68,805 shares directly held by the Thomas F. Herman Separate Property Trust, of which Mr. Herman is a Trustee.
|
(14)
|
Includes 612 shared held as fully vested deferred stock units under our Director Deferral Program.
|
(15)
|
Consists of (i) 3,242,319 shares issuable upon the exercise of options exercisable within 60 days following April 12, 2021; (ii) 1,787 shares held as fully vested deferred stock units under our Director Deferral Program; and (iii) 8,406,793 shares held by our current executive officers and directors.
|
Plan Category
|
| |
Number of
securities to be
Issued Upon
Exercise of
Outstanding
Equity Awards (a)
|
| |
Weighted-Average
Exercise Price of
Outstanding
Equity Awards (b)
|
| |
Number of
securities
Remaining
Available for
Future Issuance
Under Equity
Compensation
Plans (Excluding
Securities
Reflected in
Column (a)) (c)
|
Equity Compensation Plans Approved by Stockholders(1)
|
| |
7,075,476(2)
|
| |
$9.46(3)
|
| |
3,076,015(4)
|
Equity Compensation Plans Not Approved by Stockholders
|
| |
—
|
| |
—
|
| |
—
|
Total
|
| |
7,075,476
|
| |
$9.46
|
| |
3,076,015
|
(1)
|
Consists of options and restricted stock unit awards issued under our 2019 Incentive Plan and our 2014 Stock Plan. Our 2014 Stock Plan terminated in June 2019 in connection with the adoption of the 2019 Incentive Plan. We cannot issue any further awards under the 2014 Stock Plan.
|
(2)
|
Includes (i) 3,864,772 shares issuable in connection with time-based options, (ii) 2,325,580 shares issuable in connection with performance-based options, (iii) 341,842 shares issuable in connection with unvested restricted stock units, and (iv) 543,282 shares issuable in connection with PSUs (assuming maximum performance level).
|
(3)
|
Represents weighted average exercise price of outstanding options. Excludes restricted stock units, which have no exercise price.
|
(4)
|
Represents all shares available for future issuance under the 2019 Incentive Plan as of January 2, 2021. On the first day of each fiscal year beginning in Fiscal Year 2020 and ending in fiscal 2029, the 2019 Incentive Plan provides for an annual automatic increase of the shares reserved for issuance in an amount equal to the positive difference between (i) 4% of the outstanding common stock on the last day of the immediately preceding fiscal year and (ii) the plan share reserve on the last day of the immediately preceding fiscal year, or a lesser number as determined by our board of directors. Pursuant to this provision, on January 3, 2021, 718,158 new shares became available for issuance under the 2019 Incentive Plan.
|
1.
|
the annual total compensation of the employee who represents our median compensated employee (other than our CEO) was $54,870; and
|
2.
|
the annual total compensation of our CEO, as reported in the Summary Compensation Table above, was $5,452,022.
|
|
| |
Fiscal Year
2020
|
| |
Fiscal Year
2019
|
Audit Fees
|
| |
$2,402,790
|
| |
$3,237,693
|
Audit-Related Fees
|
| |
$—
|
| |
$90,000
|
Tax Fees
|
| |
$290,875
|
| |
$214,693
|
All Other Fees
|
| |
$1,895
|
| |
$3,790
|
Total Fees
|
| |
$2,695,560
|
| |
$3,546,176
|
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