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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Chewy Inc | NYSE:CHWY | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.75 | 4.66% | 16.85 | 17.325 | 16.44 | 16.44 | 13,490,182 | 21:36:32 |
☒ | Preliminary Proxy Statement |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☐ | Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting Material Pursuant to §240.14a-12 |
(Name of Registrant as Specified In Its Charter) |
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
Payment of Filing Fee (Check all boxes that apply): | ||||||
☒ | | | No fee required. | |||
☐ | | | Fee paid previously with preliminary materials. | |||
☐ | | | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
WHAT: | | | 2024 Annual Meeting of Stockholders of Chewy, Inc. (the “Annual Meeting”). | |||
WHEN: | | | [Thursday, July 11, 2024], at 10:00 a.m., Eastern Time. | |||
WHERE: | | | Our Annual Meeting will be held virtually, conducted via live audio webcast, a format designed to increase stockholder access, reduce the environmental impact of a physical meeting, and save Chewy and our stockholders time and money. This meeting format also provides stockholders the opportunity to hear all portions of the official Annual Meeting, submit written questions during the Annual Meeting, and vote online during the open poll section of the Annual Meeting. You are invited to attend the live webcast of our meeting, vote your shares, and submit questions at https://www.virtualshareholdermeeting.com/CHWY2024. To join the meeting, you will need the 16-digit control number that is printed on your Notice of Internet Availability of Proxy Materials (the “Notice”). When accessing our Annual Meeting, please allow ample time for online check-in, which will begin at 9:45 a.m., Eastern Time, on [Thursday, July 11, 2024]. If a bank, brokerage firm, or other nominee holds your shares, you should contact that organization for additional information. | |||
WHY: | | | We are holding the Annual Meeting for the following purposes, as more fully described in our proxy statement: | |||
| | 1. | | | to elect to our Board of Directors four director nominees for three-year terms (Proposal No. 1); | |
| | 2. | | | to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending February 2, 2025 (Proposal No. 2); | |
| | 3. | | | to approve, on a non-binding, advisory basis, the compensation of our named executive officers (Proposal No. 3); | |
| | 4. | | | to approve the Chewy, Inc. 2024 Omnibus Incentive Plan, including an increase in the number of shares reserved for issuance by 80,000,000 shares (Proposal No. 4); | |
| | 5. | | | to approve an amendment to the Certificate of Incorporation to provide for the exculpation of certain officers as permitted by recent amendments to Delaware law (Proposal No. 5); and | |
| | 6. | | | to transact such other business as may properly be presented at the Annual Meeting or any adjournments or postponements thereof. | |
RECORD DATE: | | | Stockholders of record as of the close of business on May 13, 2024 (the “Record Date”) are entitled to the Notice and to vote at the Annual Meeting or at any adjournment or postponement that takes place. | |||
PROXY VOTING: | | | On or about [May 24, 2024], we will mail to stockholders of record as of the Record Date (other than those who previously requested electronic or paper delivery on an ongoing basis) a Notice with instructions for accessing our proxy materials and voting instructions over the Internet, by telephone, or by mail. We expect that our proxy statement and other proxy materials will be available to stockholders on this same date. | |||
| | Your vote is very important. Whether or not you plan to attend our Annual Meeting, we encourage you to read our proxy materials and submit your proxy or voting instructions as soon as possible. |
| | ||
Da-Wai Hu | | | |
General Counsel & Secretary | | |
| |
1. | Why am I receiving these materials? |
2. | How do I attend and participate in the Annual Meeting? |
3. | Who may vote at the Annual Meeting? |
4. | How can I access the proxy materials over the Internet? |
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5. | How can I request a paper or email copy of the proxy materials? |
• | By Internet: www.proxyvote.com |
• | By telephone: 1-800-579-1639 |
• | By email: sendmaterial@proxyvote.com (follow instructions on the Notice) |
6. | What matters are being voted on at the Annual Meeting? |
• | Proposal 1: To elect to the Company’s Board of Directors four director nominees for three-year terms; |
• | Proposal 2: To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 2, 2025; |
• | Proposal 3: To approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers; |
• | Proposal 4: To approve the Chewy, Inc. 2024 Omnibus Incentive Plan (the “2024 Plan”), including an increase in the number of shares reserved for issuance by 80,000,000 shares; and |
• | Proposal 5: To approve an amendment to the Certificate of Incorporation to provide for the exculpation of certain officers as permitted by recent amendments to Delaware law. |
7. | How does our Board recommend that stockholders vote on the proposals? |
• | “FOR” the election of all of the Board’s director nominees for three-year terms, as described in Proposal 1; |
• | “FOR” the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 2, 2025, as described in Proposal 2; |
• | “FOR” approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers, as described in Proposal 3; |
• | “FOR” approval of the 2024 Plan, including an increase in the number of shares reserved for issuance by 80,000,000 shares, as described in Proposal 4; and |
• | “FOR” approval of the amendment to the Certificate of Incorporation to provide for the exculpation of certain officers as permitted by recent amendments to Delaware law, as described in Proposal 5. |
2 | | | | |
8. | What vote is required to approve each of the proposals? |
9. | As a controlled company, how does the voting power of our principal stockholders affect approval of the proposals being voted on at the Annual Meeting? |
| | | | 3 |
10. | How do I vote? |
11. | What is the difference between a “stockholder of record” and a “beneficial owner”? |
• | Stockholder of record: If your shares are registered directly in your name with our transfer agent, Equiniti Trust Company, LLC, you are considered, with respect to those shares, the stockholder of record and the Notice was sent to you directly. As the stockholder of record, you have the right to grant your proxy directly to Chewy or to vote during the Annual Meeting. |
• | Beneficial owner: If your shares are held by your bank, brokerage firm, or other nominee, you are considered the beneficial owner of shares held in street name, and the Notice was forwarded to you by that organization. As the beneficial owner, you have the right to direct your bank, brokerage firm, or other nominee regarding how to vote your shares. Since a beneficial owner is not the stockholder of record, you may not vote your shares at the Annual Meeting unless you obtain a legal proxy from your bank, brokerage firm, or other nominee that holds your shares, giving you the right to vote the shares at the Annual Meeting. |
12. | How do I vote my shares during the Annual Meeting? |
13. | How do I vote my shares without attending the Annual Meeting? |
• | Vote by Internet by going to www.proxyvote.com at any time until 11:59 p.m., Eastern Time, on [July 10, 2024]. Please have your Notice or proxy card in hand when you access the website and then follow the instructions. |
• | Vote by telephone at 1-800-690-6903 at any time until 11:59 p.m., Eastern Time, on [July 10, 2024]. Please have your Notice or proxy card in hand when you call and then follow the instructions. |
• | Vote by mail if you requested and received a proxy card. Please mark, sign, and date your proxy card and return it in the postage-paid envelope we provided with it or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Proxy cards returned by mail must be received no later than the close of business on [July 10, 2024]. |
4 | | | | |
14. | What is the effect of giving a proxy? |
15. | If I fail to provide specific voting instructions on my proxy, how will my shares be voted? |
• | If you are a stockholder of record, your shares will be voted in accordance with the recommendations of our Board described in Question 7. |
• | If you are a beneficial owner and you do not provide instructions to your bank, brokerage firm, or other nominee holding your shares, the organization that holds such shares on your behalf will be entitled to vote those shares on matters that are “routine” in nature. Proposal 2 (ratification of independent registered public accounting firm) is the only proposal to be acted on at the Annual Meeting that would be considered “routine.” A bank, brokerage firm, or other nominee is not entitled to vote shares it holds for a beneficial owner on any proposals that are “non-routine” and the absence of a vote on those matters will be considered “broker non-votes.” Proposal 1 (election of directors), Proposal 3 (advisory vote on named executive officer compensation), Proposal 4 (approval of the 2024 Plan), and Proposal 5 (amendment to the Certificate of Incorporation to provide for the exculpation of certain officers as permitted by recent amendments to Delaware law) are each considered “non-routine” and may not be voted on at the Annual Meeting by a bank, brokerage firm, or other nominee that holds your shares in the absence of your instructions. |
16. | May I revoke my proxy or voting instructions before my shares are voted at the Annual Meeting? |
• | Stockholders of record: If you are a stockholder of record, you may revoke a proxy by: |
○ | completing and returning a later-dated proxy card; |
○ | completing and delivering a new proxy by Internet or telephone; |
○ | delivering a signed revocation letter to our General Counsel & Secretary at our principal executive office, bearing a date later than the proxy and stating the proxy is revoked; or |
○ | voting your shares online at the Annual Meeting. |
• | Beneficial owners: If you are a beneficial owner of shares held in street name, you must follow the instructions for changing or revoking your proxy provided by your broker, bank, or other nominee. |
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17. | Are a certain number of shares required to be present at the Annual Meeting? |
18. | Why did some people receive a Notice instead of a full set of printed proxy materials? |
19. | What does it mean if I receive more than one Notice? |
20. | I share an address with another stockholder. What do I do if we received only one paper copy of the proxy materials and want additional copies or we received multiple copies and want only one? |
21. | Who bears the cost of this proxy solicitation? |
6 | | | | |
22. | Who will count the votes? |
23. | Where can I find the voting results of the Annual Meeting? |
24. | When are stockholder proposals for inclusion in our proxy materials for the 2025 annual meeting of stockholders due? |
25. | When are other proposals and director nominations for the 2025 Annual Meeting due? |
26. | What is the address of Chewy’s principal executive office? |
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Director Name | | | Public Company | | | Public Company |
Fahim Ahmed | | | Appgate, Inc. | | | |
Martin H. Nesbitt | | | American Airlines, Inc.(1)(4) | | | CenterPoint Energy, Inc. |
Lisa Sibenac | | | Appgate, Inc. | | | |
Sumit Singh | | | Booking Holdings, Inc.(2) | | | |
James A. Star | | | Equity Commonwealth(2)(3) | | | |
Raymond Svider | | | Altice USA, Inc.(1)(2) | | | GFL Environmental Inc. |
(1) | Audit Committee Member |
(2) | Compensation Committee Member |
(3) | Nominating and Corporate Governance Committee Member |
(4) | Corporate Governance & Public Responsibility Committee Member |
8 | | | | |
Gender / Ethnic Diverse Directors | | | Age Mix |
| |
Name | | | Age | | | Class | | | Director Since | | | Current Term Expires | | | Position | | | Committee Membership | ||||||
| AC | | | CC | | | NCGC | |||||||||||||||||
Marco Castelli(1) | | | 42 | | | I | | | 2022 | | | 2026 | | | Director | | | | | | | |||
James Nelson(2) | | | 74 | | | I | | | 2021 | | | 2026 | | | Director | | | ☆ | | | | | ||
Martin H. Nesbitt(3) | | | 61 | | | I | | | 2020 | | | 2026 | | | Director | | | | | | | |||
Raymond Svider(4) | | | 61 | | | I | | | 2019 | | | 2026 | | | Chairperson | | | | | ☆ | | | ☆ | |
Fahim Ahmed(5) | | | 45 | | | II | | | 2019 | | | 2024 | | | Director | | | | | ✓ | | | ✓ | |
Michael Chang(6) | | | 47 | | | II | | | 2019 | | | 2024 | | | Director | | | | | | | ✓ | ||
Kristine Dickson(7) | | | 46 | | | II | | | 2021 | | | 2024 | | | Director | | | ✓ | | | | | ||
James A. Star(8) | | | 63 | | | II | | | 2019 | | | 2024 | | | Director | | | ✓ | | | | | ||
Mathieu Bigand(9) | | | 33 | | | III | | | 2022 | | | 2025 | | | Director | | | | | | | |||
David Leland(10) | | | 49 | | | III | | | 2019 | | | 2025 | | | Director | | | | | | | |||
Lisa Sibenac(11) | | | 43 | | | III | | | 2019 | | | 2025 | | | Director | | | | | | | |||
Sumit Singh(12) | | | 44 | | | III | | | 2019 | | | 2025 | | | Director and CEO | | | | | | | |||
Number of fiscal year 2023 meetings | | | | | | | | | | | | | 4 | | | 4 | | | 2 |
AC: Audit Committee | ☆ Committee Chairperson |
CC: Compensation Committee | ✓ Committee Member |
(1) | Elected to our Board effective May 23, 2022. |
(2) | Elected to our Board effective July 19, 2021, and appointed as Chairperson of our Audit Committee effective September 8, 2021. |
(3) | Elected to our Board effective September 21, 2020. |
(4) | Elected as Chairperson of our Board effective April 29, 2019, and appointed as Chairperson of both our Compensation and Nominating and Corporate Governance Committees effective June 13, 2019. |
(5) | Elected to our Board effective April 29, 2019, and appointed as member of both our Compensation and Nominating and Corporate Governance Committees effective June 13, 2019. |
(6) | Elected to our Board effective April 29, 2019, and appointed as member of our Nominating and Corporate Governance Committee effective June 13, 2019. |
(7) | Elected to our Board and as a member of our Audit Committee effective July 14, 2021. |
(8) | Elected to our Board effective June 13, 2019, and appointed as a member of our Audit Committee effective May 29, 2020. |
(9) | Elected to our Board effective September 14, 2022. |
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(10) | Elected to our Board effective September 10, 2019. |
(11) | Elected to our Board effective April 29, 2019. |
(12) | Elected to our Board effective April 29, 2019. |
10 | | | | |
| | | | 11 |
12 | | | | |
| | | | 13 |
(i) | managing the appointment, retention, compensation, oversight, and termination of our independent registered public accounting firm; |
(ii) | overseeing the pre-approval process governing audit and permitted non-audit and tax services provided by our independent registered public accounting firm; |
(iii) | reviewing and approving the function and scope of our internal audit department, including its purpose, authority, organization, responsibilities, budget, staffing, audit plans, and performance; |
(iv) | assisting the Board with overseeing external financial reporting, including periodic reports, earnings releases, and earnings guidance; |
(v) | overseeing the adequacy and effectiveness of our internal controls over financial reporting and disclosure controls and procedures; |
(vi) | reviewing risks (including cybersecurity, data privacy, business continuity, and other operational risks), and the policies, guidelines, and processes used by management to assess, manage, monitor, and control such risks; |
(vii) | monitoring legal and regulatory compliance, including compliance with our Code of Conduct and Ethics; |
(viii) | reviewing and approving related party transactions in accordance with our related party transactions policy; |
(ix) | overseeing procedures for the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and |
(x) | reviewing our policies and processes for tax planning and compliance. |
14 | | | | |
(i) | reviewing and approving corporate goals and objectives applicable to our Chief Executive Officer and other executive officers, evaluating performance in light of such objectives, and approving compensation; |
(ii) | reviewing director compensation and benefits for service on our Board, and making recommendations for modification; |
(iii) | reviewing and approving incentive compensation and equity-based plans, and overseeing the administration of those plans on behalf of executive officers; and |
(iv) | monitoring the effectiveness of non-equity-based benefit plan offerings, and approving any material new employee benefit plan or change to an existing plan that creates a material financial commitment for our Company. |
(i) | determining the qualifications, qualities, skills, and other expertise necessary to serve on our Board; |
(ii) | identifying and evaluating candidates, and making recommendations to our Board for director nominees; |
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(iii) | assessing the size, structure, and composition of our Board and committees, and making recommendations to our Board regarding the appointment of directors to serve as members of each committee and committee chairperson annually; |
(iv) | overseeing periodic evaluations of our Board’s performance, including Board committees; |
(v) | reviewing, assessing the adequacy of, and proposing changes to our Board regarding our certificate of incorporation, Bylaws, Code of Conduct and Ethics, Corporate Governance Guidelines, and other corporate governance policies; |
(vi) | monitoring corporate governance trends and developments, and recommending changes to our Board; and |
(vii) | developing a Chief Executive Officer succession plan and evaluating potential Chief Executive Officer candidates. |
(i) | the independence, judgment, strength of character, reputation in the business community, ethics, and integrity of the individual; |
(ii) | the business and other relevant experience, skill, and knowledge the individual may have that will enable them to provide effective oversight of our business; |
(iii) | the fit of the individual’s skill set and personality with those of the other directors so as to build a Board that works together effectively and constructively; and |
(iv) | the individual’s ability to devote sufficient time to carry out their responsibilities as a director. |
16 | | | | |
| | | | 17 |
• | $250,000 for service as a Board member payable 25% in cash and 75% in time-based restricted stock units (“Director RSUs”); |
• | $20,000 for service as a committee chairperson, payable in cash; and |
• | $10,000 for service as a committee member, payable in cash. |
Name | | | Fees Earned or Paid in Cash ($) | | | Stock Awards ($)(1)(2) | | | Total ($) |
Kristine Dickson(3) | | | 122,500 | | | 184,952 | | | 307,452 |
James Nelson(4) | | | 292,500 | | | 184,952 | | | 477,452 |
Martin H. Nesbitt(5) | | | 112,500 | | | 184,952 | | | 297,452 |
James A. Star(6) | | | 72,500 | | | 184,952 | | | 257,452 |
(1) | The amounts reflected in this column represent the grant date fair value of the awards made in Fiscal Year 2023, as computed in accordance with Topic 718, Compensation—Stock Compensation, of the Accounting Standards Codification of the Financial Accounting Standards Board (“ASC 718”). For a discussion of the assumptions used in the calculation of the grant date fair value, refer to Part II, Item 8 “Financial Statements and Supplementary Data–Note 11 – Share-Based Compensation” of our Annual Report on Form 10-K for Fiscal Year 2023. |
18 | | | | |
(2) | Amounts shown do not reflect compensation actually received by the director, and there can be no assurance that these amounts will ever be realized by the director. Each independent director received a grant of Director RSUs in an amount equal to 75% of their annual retainer divided by the 20-day average closing price of the Company’s Class A common stock for the 20 trading days immediately preceding the grant date, rounded to the nearest whole share. |
(3) | Ms. Dickson was granted 4,880 Director RSUs in Fiscal Year 2023, settlement of which will be deferred until the first to occur of (i) her termination of service, (ii) her death or disability, or (iii) a Change in Control, as defined in our 2022 Omnibus Incentive Plan (the “2022 Plan”). The Director RSUs vest on the date of the Annual Meeting, subject to her continued service with the Company. Ms. Dickson received a cash fee of $50,000 for her service on a special committee. |
(4) | Mr. Nelson was granted 4,880 Director RSUs in Fiscal Year 2023. The Director RSUs vest on the date of the Annual Meeting, subject to his continued service with the Company. Mr. Nelson received a cash fee of $200,000 for his service on a special committee. |
(5) | Mr. Nesbitt was granted 4,880 Director RSUs in Fiscal Year 2023. The Director RSUs vest on the date of the Annual Meeting, subject to his continued service with the Company. Mr. Nesbitt received a cash fee of $50,000 for his service on a special committee. |
(6) | Mr. Star was granted 4,880 Director RSUs in Fiscal Year 2023. The Director RSUs vest on the date of the Annual Meeting, subject to his continued service with the Company. |
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20 | | | | |
(i) | whether the transaction was undertaken in the ordinary course of our business; |
(ii) | whether the transaction was initiated by us or the related party; |
(iii) | the availability of other sources of comparable products or services; |
(iv) | whether the transaction is proposed to be, or was, entered on terms no less favorable to us than terms that could have been reached with an unrelated third party; |
(v) | the purpose of, and the potential benefits of, the transaction; |
(vi) | the approximate dollar value of the amount involved in the transaction, particularly as it relates to the related party; |
(vii) | the related party’s interest in the transaction; and |
(viii) | any other information regarding the transaction or the related party that would be material to investors in light of the circumstances of the particular transaction. |
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• | On October 30, 2023 (the “Closing Date”), Chewy entered into certain transactions (the “Transactions”) with affiliates of BC Partners pursuant to an Agreement and Plan of Merger (the “Merger Agreement”). The Transactions resulted in, among other things, such affiliates restructuring their ownership interests in Chewy and Chewy Pharmacy KY, LLC (“Chewy KY”) becoming an indirect wholly-owned subsidiary of Chewy. On the Closing Date, affiliates of BC Partners transferred $1,937,093,765 to Chewy to be used to fund: (i) tax obligations of its affiliates that were inherited by Chewy as a result of the Transactions and (ii) expenses incurred by Chewy in connection with the Transactions. |
• | In connection with our IPO, Chewy entered into a master transaction agreement (the “MTA”) with PetSmart. The MTA was amended in February 2021 in connection with PetSmart’s distribution of all of its Chewy stock to reflect our previous contractual relationship with PetSmart. The MTA governed the provision of certain administrative and support services provided by PetSmart to Chewy and fees payable by Chewy to PetSmart for guaranteeing certain of Chewy’s lease related obligations. From the beginning of Fiscal Year 2023 through the Closing Date no payments were made or received related to the MTA. The MTA was terminated on the Closing Date in connection with the Transactions. |
• | Certain of our pharmacy operations are conducted through Chewy KY, which was a wholly-owned subsidiary of PetSmart prior to the Closing Date. Prior to the Closing Date, we entered into a services agreement with Chewy KY that provided for the payment of a management fee to us for providing services to Chewy KY. Pursuant to the terms of this agreement, Chewy received $3,772,389 from Chewy KY from the beginning of Fiscal Year 2023 through the Closing Date. Chewy KY became an indirect wholly-owned subsidiary of Chewy on the Closing Date in connection with the Transactions. |
• | In connection with our IPO, we entered into a tax matters agreement (the “TMA”) with PetSmart and Argos Intermediate Holdco I Inc. that governed the parties’ respective rights, responsibilities, and obligations regarding tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings, and other matters regarding taxes. From the beginning of Fiscal Year 2023 through the Closing Date, we paid PetSmart $10,278,837 pursuant to the TMA. The TMA was terminated on the Closing Date in connection with the Transactions. |
• | From time to time, we provide services related to veterinary software to PetSmart Veterinary Services, LLC (“PVS”), a PetSmart subsidiary. From the beginning of Fiscal Year 2023 through the Record Date, we received approximately $100,000 from PVS. |
• | From time to time, we purchase compliance-related and educational training materials and services from Navex, a portfolio company of BC Partners. From the beginning of Fiscal Year 2023 through the Record Date, we paid Navex $141,674. |
• | From time to time, we purchase security solutions and other services from GardaWorld, a portfolio company of BC Partners. From the beginning of Fiscal Year 2023 through the Record Date, we paid GardaWorld $4,753,081. |
• | From time to time, we purchase cybersecurity solutions and other services from Appgate, a portfolio company of BC Partners. From the beginning of Fiscal Year 2023 through the Record Date, we paid Appgate $623,625. |
22 | | | | |
• | Amended and Restated Investor Rights Agreement, dated October 30, 2023, by and among Chewy and certain holders identified therein; and |
• | Stockholders Agreement, dated as of April 17, 2019, by and among Chewy and the other parties named therein. |
(1) | For a description of our STI program refer to Annual Short-Term Incentive under the heading Elements of NEO Compensation below. The STI program payment for Fiscal Year 2023 was determined and paid in fiscal year ending February 2, 2025 (“Fiscal Year 2024”). |
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FOR ✔ | | | OUR BOARD, UPON RECOMMENDATION OF OUR NOMINATING AND CORPORATE GOVERNANCE COMMITTEE, RECOMMENDS A VOTE “FOR” ALL OF THE NOMINEES NAMED ABOVE. |
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| | Voting Shares Beneficially Owned | | | % Total Voting Power(1) | ||||||||||
| | Class A Common Stock | | | Class B Common Stock | | |||||||||
Name of Beneficial Owner | | | Shares | | | % | | | Shares | | | % | | ||
Named Executive Officers | | | | | | | | | | | |||||
Sumit Singh(2) | | | 1,517,374 | | | 1.1 | | | — | | | — | | | * |
Mario Marte | | | 203,023 | | | * | | | — | | | — | | | * |
Stacy Bowman(3) | | | 243,769 | | | * | | | — | | | — | | | * |
Satish Mehta(4) | | | 569,594 | | | * | | | — | | | — | | | * |
Susan Helfrick | | | 55,759 | | | * | | | — | | | — | | | * |
Current Directors | | | | | | | | | | | |||||
Raymond Svider(5) | | | 60,000 | | | * | | | — | | | — | | | * |
Fahim Ahmed(6) | | | 10,000 | | | * | | | — | | | — | | | * |
Mathieu Bigand | | | 0 | | | — | | | — | | | — | | | — |
Marco Castelli | | | 0 | | | — | | | — | | | — | | | — |
Michael Chang(7) | | | 10,000 | | | * | | | — | | | — | | | * |
Kristine Dickson(8) | | | 11,649 | | | * | | | — | | | — | | | * |
David Leland | | | 0 | | | — | | | — | | | — | | | — |
James Nelson(9) | | | 11,632 | | | * | | | — | | | — | | | * |
Martin H. Nesbitt(10) | | | 13,466 | | | * | | | — | | | — | | | * |
Lisa Sibenac(11) | | | 1,000 | | | * | | | — | | | — | | | * |
James A. Star(12) | | | 150,193 | | | * | | | — | | | — | | | * |
Current directors and executive officers as a group(13) | | | 2,857,459 | | | 2.1 | | | — | | | — | | | * |
More Than 5% Security Holders | | | | | | | | | | | |||||
BC Partners Holdings Limited/Argos Holdings GP LLC(14) | | | 0 | | | — | | | 298,863,356 | | | 100.0 | | | 95.6 |
Baillie Gifford & Co(15) | | | 18,482,764 | | | 13.5 | | | — | | | — | | | * |
The Vanguard Group(16) | | | 9,604,698 | | | 7.0 | | | — | | | — | | | * |
* | Represents less than one percent (1%). |
(1) | Percentage total voting power represents voting power with respect to all shares of our Class A common stock and Class B common stock, voting together as a single class. Each holder of Class B common stock is entitled to ten (10) votes per share of Class B common stock, and each holder of Class A common stock is entitled to one (1) vote per share of Class A common |
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(2) | Consists of (i) 1,379,100 shares of Class A common stock held by Mr. Singh and (ii) 138,274 shares of Class A common stock held by Mr. Singh’s spouse. This does not include (i) 664,652 shares of Class A common stock issuable to Mr. Singh upon the vesting of RSUs, which are not expected to vest within 60 days of May 13, 2024, (ii) 1,579,016 shares of Class A common stock (which represents the maximum number of shares that may be issued upon the vesting of PRSUs if maximum performance goals are achieved) issuable to Mr. Singh upon the vesting of PRSUs, which are not expected to vest within 60 days of May 13, 2024, (iii) 143,301 shares of Class A common stock issuable to Mr. Singh’s spouse upon the vesting of RSUs, which are not expected to vest within 60 days of May 13, 2024, or (iv) 103,442 shares of Class A common stock (which represents the maximum number of shares that may be issued upon the vesting of PRSUs if maximum performance goals are achieved) issuable to Mr. Singh’s spouse upon the vesting of PRSUs, which are not expected to vest within 60 days of May 13, 2024. |
(3) | Consists of 243,769 shares of Class A common stock held by Ms. Bowman. This does not include (i) 38,085 shares of Class A common stock issuable to Ms. Bowman upon the vesting of RSUs, which are not expected to vest within 60 days of May 13, 2024, or (ii) 23,178 shares of Class A common stock (which represents the maximum number of shares that may be issued upon the vesting of PRSUs if maximum performance goals are achieved) issuable to Ms. Bowman upon the vesting of PRSUs, which are not expected to vest within 60 days of May 13, 2024. |
(4) | Consists of (i) 569,594 shares of Class A common stock held by Mr. Mehta. This does not include (i) 299,048 shares of Class A common stock issuable to Mr. Mehta upon the vesting of RSUs, which are not expected to vest within 60 days of May 13, 2024, or (ii) 318,709 shares of Class A common stock (which represents the maximum number of shares that may be issued upon the vesting of PRSUs if maximum performance goals are achieved) issuable to Mr. Mehta upon the vesting of PRSUs, which are not expected to vest within 60 days of May 13, 2024. |
(5) | Consists of 60,000 shares of Class A common stock held by Mr. Svider. |
(6) | Consists of 10,000 shares of Class A common stock held by Mr. Ahmed. |
(7) | Consists of 10,000 shares of Class A common stock held by Mr. Chang. |
(8) | Consists of (i) 4,880 shares of Class A common stock issuable upon the vesting of RSUs, which will vest on the date of the Annual Meeting, subject to Ms. Dickson’s continued service as a director on the Board through the vesting date, and (ii) 1,624 and 5,145 shares of Class A common stock underlying RSUs that vested on July 14, 2022 and July 14, 2023, respectively and will be settled upon the earlier of (x) the date of Ms. Dickson leaving the Board or (y) a change in control of the Company. |
(9) | Consists of (i) 6,752 shares of Class A common stock held by Mr. Nelson, and (ii) 4,880 shares of Class A common stock held by Mr. Nelson, which will vest on the date of the Annual Meeting, subject to Mr. Nelson’s continued service as a director on the Board through the vesting date. |
(10) | Consists of (i) 1,543 shares of Class A common stock held by Mr. Nesbitt, (ii) 4,880 shares of Class A common stock issuable upon the vesting of RSUs, which will vest on the date of the Annual Meeting, subject to Mr. Nesbitt’s continued service as a director on the Board through the vesting date, and (iii) 1,817, 1,624, and 3,602 shares of Class A common stock underlying RSUs that vested on July 14, 2021, July 14, 2022, and July 14, 2023, respectively, and will be settled upon the earlier of (x) the date of Mr. Nesbitt leaving the Board or (y) a change in control of the Company. |
(11) | Consists of 1,000 shares of Class A common stock held by Ms. Sibenac. |
(12) | Consists of (i) 141,790 shares of Class A common stock held by Mr. Star, (ii) 4,880 shares of Class A common stock issuable upon the vesting of RSUs, which will vest on the date of the Annual Meeting, subject to Mr. Star’s continued service as a director on the Board through the vesting date, and (iii) 804 and 2,719 shares of Class A common stock underlying RSUs that vested on July 14, 2020 and July 14, 2021, respectively, and will be settled upon the earlier of (x) the date of Mr. Star leaving the Board or (y) a change in control of the Company. |
(13) | Consists of (i) 820,604 shares of Class A common stock held by our executive officers (i.e., Messrs. Singh, Reeder, and Mehta) and directors, (ii) 19,520 shares of Class A common stock issuable upon the vesting of RSUs within 60 days of May 13, 2024, and (iii) 17,335 shares of Class A common stock underlying RSUs that have vested for which settlement has been deferred. |
(14) | Based solely on a Schedule 13G/A filed on February 12, 2024, Argos Holdings GP LLC (“GP LLC”) is the general partner of Argos Holdings L.P. (“Argos”). Argos is the sole common equity holder of Citrus Intermediate Holdings L.P. (“Citrus”), which indirectly is the sole equity holder of Citrus Intermediate Topco LLC and Buddy Chester Sub LLC, the direct holders of the reported shares of Class B common stock. GP LLC is the general partner of Citrus. CIE Management IX Limited controls a majority of the equity interests of GP LLC and has the power to appoint members to the board of directors of GP LLC who may exercise majority voting power at meetings of the board of directors of GP LLC. BC Partners Holdings Limited is the controlling shareholder of CIE Management IX Limited. The business address of each of these entities is 650 Madison Avenue, New York, NY 10022. |
(15) | Based solely on a Schedule 13G/A filed on January 30, 2024. Baillie Gifford & Co. exercises sole voting power with respect to 15,723,741 shares of Class A Common Stock and sole dispositive power with respect to 18,482,764 shares of Class A Common stock. The business address of Baillie Gifford & Co. is Calton Square, 1 Greenside Row, Edinburgh EH1 3AN, Scotland, United Kingdom. |
(16) | Based solely on a Schedule 13G/A filed on February 13, 2024. The Vanguard Group exercises shared voting power with respect to 43,176 shares of Class A Common Stock, sole dispositive power with respect to 9,455,981 shares of Class A Common Stock and shared dispositive power with respect to 148,717 shares of Class A common stock. The business address of The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355. |
26 | | | | |
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| | January 28, 2024 | | | January 29, 2023 | |
Audit Fees(1) | | | $2,466,000 | | | $2,289,000 |
Audit-Related Fees(2) | | | 300,000 | | | 15,000 |
Tax Fees | | | — | | | — |
All Other Fees | | | — | | | — |
Total Fees | | | $2,766,000 | | | $2,304,000 |
(1) | Audit fees consist of fees for services rendered and expenses billed in connection with the annual audit of our consolidated financial statements, the review of our quarterly condensed consolidated financial statements, and consultations on accounting matters directly related to the audit. |
(2) | Audit-related fees include fees for assurance and related services that are traditionally performed by the independent registered accounting firm. In Fiscal Year 2023, this includes services rendered in connection with the submission of a Registration Statement on Form S-3, transactions with affiliates of BC Partners pursuant to the Merger Agreement and filing an amended Form 10-K for Fiscal Year 2022. In Fiscal Year 2022, this includes services rendered in connection with the submission of a Registration Statement on Form S-8. |
28 | | | | |
• | reviewed and discussed the audited financial statements with management and Deloitte & Touche LLP; |
• | discussed with Deloitte & Touche LLP the matters required to be discussed by the applicable requirements issued by the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC; and |
• | received the written disclosures and the letter from Deloitte & Touche LLP required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence and has discussed with Deloitte & Touche LLP its independence. |
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FOR ✔ | | | OUR BOARD, UPON RECOMMENDATION OF OUR AUDIT COMMITTEE, RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING FEBRUARY 2, 2025. |
30 | | | | |
Name | | | Age | | | Title |
Sumit Singh | | | 44 | | | Chief Executive Officer |
Mario Marte(1) | | | 48 | | | Former Chief Financial Officer |
Stacy Bowman(2) | | | 45 | | | Former Chief Financial Officer and Current Chief Accounting Officer |
Satish Mehta | | | 59 | | | Chief Technology Officer |
Susan Helfrick(3) | | | 57 | | | Former General Counsel & Secretary |
Michael Morant(4) | | | 48 | | | Former General Counsel & Secretary |
(1) | Mr. Marte voluntarily resigned as the Chief Financial Officer effective July 28, 2023. |
(2) | Ms. Bowman was appointed as the Chief Financial Officer effective July 29, 2023 and resigned as the Chief Financial Officer effective February 14, 2024 following the appointment of David Reeder as the Chief Financial Officer. |
(3) | Ms. Helfrick voluntarily resigned as the General Counsel & Secretary effective June 20, 2023. |
(4) | Mr. Morant was appointed as the General Counsel & Secretary effective June 21, 2023 and passed away on August 25, 2023. |
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Airbnb, Inc. | | | Expedia Group, Inc. |
Bath & Body Works, Inc. | | | Netflix, Inc. |
Best Buy Co., Inc. | | | Spotify Technology S.A. |
Booking Holdings, Inc. | | | Tractor Supply Company |
Carvana Co. | | | ULTA Beauty, Inc. |
DICK’s Sporting Goods, Inc. | | | Wayfair Inc. |
DoorDash, Inc. | | | Zoom Video Communications, Inc. |
eBay Inc. | | |
32 | | | | |
Element | | | Objective | | | Key Features |
Base Salary | | | Recognizes market factors and individual experience, performance, and level of responsibility. | | | Fixed compensation designed to attract and retain talent. |
Annual Short-Term Incentive | | | Motivates and establishes a strong link between pay and performance. | | | Variable at-risk compensation directly tied to the achievement of financial and strategic annual goals. STI thresholds, targets, and maximums are set as a percentage of base salary. |
Long-Term Equity Incentives | | | Aligns compensation with creating long-term stockholder value and retains talent through multiyear vesting. | | | Variable at-risk compensation in the form of RSUs that vest upon satisfaction of Service Conditions and Performance RSUs that vest upon satisfaction of Service Conditions and Performance Conditions. |
• | Net sales of $11.1 billion improved 10.2 percent year over year |
• | Gross margin of 28.4 percent expanded 40 basis points year over year |
• | Net income of $39.6 million, including share-based compensation expense and related taxes of $248.5 million |
• | Net margin of 0.4 percent contracted 10 basis points year over year |
• | Basic earnings per share of $0.09, a decrease of $0.03 year over year |
• | Diluted earnings per share of $0.09, a decrease of $0.03 year over year |
• | Adjusted EBITDA(1) of $368.1 million, an increase of $61.3 million year over year |
• | Adjusted EBITDA margin(1) of 3.3 percent expanded 30 basis points year over year |
• | Adjusted net income(1) of $296.2 million, an increase of $69.8 million year over year |
• | Adjusted basic earnings per share(1) of $0.69, an increase of $0.15 year over year |
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• | Adjusted diluted earnings per share(1) of $0.69, an increase of $0.16 year over year |
• | Net cash provided by operating activities of $486.2 million, an increase of $136.4 million year over year |
• | Free cash flow(1) of $342.9 million, an increase of $223.5 million year over year |
(1) | Adjusted EBITDA, adjusted EBITDA margin, adjusted net income, adjusted basic and diluted earnings per share, and free cash flow are non-GAAP financial measures. For a reconciliation of non-GAAP to GAAP financial measures refer to Reconciliation of Non-GAAP Financial Measures in Appendix A. |
Named Executive Officer | | | FY 2023 Base Salary | | | FY 2022 Base Salary |
Sumit Singh | | | $1,200,000 | | | $1,200,000 |
Mario Marte | | | $595,000 | | | $595,000 |
Stacy Bowman | | | $400,000 | | | $400,000 |
Satish Mehta | | | $475,000 | | | $475,000 |
Susan Helfrick | | | $450,000 | | | $450,000 |
Michael Morant | | | $450,000 | | | $379,400 |
Metric | | | Weighting | | | Achievement (% of Target) | | | Weighted Achievement |
Net Sales Growth | | | 50% | | | 62% | | | 31% |
Adjusted EBITDA Margin | | | 50% | | | 200% | | | 100% |
Total | | | 100% | | | | | 131% |
34 | | | | |
NEO | | | Eligible Earnings(1) | | | Target % of Eligible Earnings | | | Award at Target | | | Achievement | | | Payout |
Sumit Singh | | | $1,200,000 | | | 150% | | | $1,800,000 | | | 131% | | | $2,358,000 |
Mario Marte | | | $595,000 | | | 100% | | | $595,000 | | | —% | | | $0 |
Stacy Bowman | | | $400,000 | | | 75% | | | $300,000 | | | 131% | | | $393,000 |
Satish Mehta | | | $475,000 | | | 100% | | | $475,000 | | | 131% | | | $622,250 |
Susan Helfrick | | | $450,000 | | | 100% | | | $450,000 | | | —% | | | $0 |
Michael Morant | | | $450,000 | | | 100% | | | $450,000 | | | —% | | | $0 |
(1) | Eligible Earnings means the portion of the NEO’s base salary earned while in a STI eligible position and excludes any one-off bonus or other types of compensation. For Fiscal Year 2023, Eligible Earnings for our NEOs equaled their respective base salary. NEOs that departed the Company during Fiscal Year 2023 did not receive a STI payment. |
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36 | | | | |
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• | CEO - six (6) times annual base salary |
• | CFO - three (3) times annual base salary |
• | Other officers for purposes of Section 16 of the Exchange Act - three (3) times annual base salary |
• | Independent Director - five (5) times annual equity retainer |
38 | | | | |
| | | | 39 |
Name and Principal Position | | | Year | | | Salary ($)(1) | | | Stock Awards ($)(2) | | | Non-Equity Incentive Plan Compensation ($)(3) | | | All Other Compensation ($)(4) | | | Total ($) |
Sumit Singh Chief Executive Officer | | | FY23 | | | 1,200,000 | | | 31,048,358 | | | 2,358,000 | | | 579,837 | | | 35,186,195 |
| FY22 | | | 1,200,000 | | | — | | | 900,000 | | | 381,735 | | | 2,481,735 | ||
| FY21 | | | 1,200,000 | | | 10,106,250 | | | 900,000 | | | 244,088 | | | 12,450,338 | ||
Mario Marte Former Chief Financial Officer | | | FY23 | | | 320,385 | | | — | | | — | | | 5,498 | | | 325,883 |
| FY22 | | | 595,000 | | | — | | | 446,250 | | | 11,850 | | | 1,053,100 | ||
| FY21 | | | 595,000 | | | 2,425,500 | | | 446,250 | | | 7,461 | | | 3,474,211 | ||
Stacy Bowman Former Chief Financial Officer and Current Chief Accounting Officer | | | FY23 | | | 400,000 | | | 1,753,183 | | | 393,000 | | | 9,248 | | | 2,555,431 |
Satish Mehta Chief Technology Officer | | | FY23 | | | 475,000 | | | 10,556,862 | | | 622,250 | | | 8,532 | | | 11,662,644 |
| FY22 | | | 475,000 | | | — | | | 356,250 | | | 9,150 | | | 840,400 | ||
| FY21 | | | 475,000 | | | 1,617,000 | | | 356,250 | | | 8,700 | | | 2,456,950 | ||
Susan Helfrick Former General Counsel & Secretary | | | FY23 | | | 193,846 | | | — | | | — | | | 3,825 | | | 197,671 |
| FY22 | | | 450,000 | | | — | | | 337,500 | | | 9,150 | | | 796,650 | ||
| FY21 | | | 450,000 | | | — | | | 337,500 | | | 8,585 | | | 796,085 | ||
Michael Morant Former General Counsel & Secretary | | | FY23 | | | 247,054 | | | 4,114,800 | | | — | | | 4,486 | | | 4,366,340 |
(1) | These amounts reflect the actual salary earned by each NEO during fiscal years 2021, 2022, and 2023. |
(2) | These amounts reflect the aggregate grant date fair value of the RSUs, as computed in accordance with ASC 718. For a discussion of the assumptions used in the calculation of the grant date fair value, refer to Part II, Item 8 “Financial Statements and Supplementary Data–Note 11 – Share-Based Compensation” of our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. |
(3) | For Fiscal Year 2023, these amounts reflect payouts for performance under our 2023 STI program. For additional information regarding these amounts refer to Annual Short-Term Incentive in the Elements of NEO Compensation section above. |
(4) | The amounts disclosed for Fiscal Year 2023 reflect the following for each NEO: For Mr. Singh, $4,089 of Company matching contributions made to his account under the 401(k) Plan and $545,344 for the value of certain personal security-related services, which included home security, security employees (including meals and incidentals for the security employees), and certain other security-related services (such as threat and risk monitoring), and $30,404 for two automobiles. For Mr. Marte, $5,498 of Company matching contributions made to his account under the 401(k) Plan. For Ms. Bowman, $9,248 of Company matching contributions made to her account under the 401(k) Plan. For Mr. Mehta, $8,532 of Company matching contributions made to his account under the 401(k) Plan. For Ms. Helfrick, $3,825 of Company matching contributions made to her account under the 401(k) Plan. For Mr. Morant, $4,486 of Company matching contributions made to his account under the 401(k) Plan. A portion of the Company 401(k) match made to each of the NEOs during Fiscal Year 2023 was refunded in March 2024 due to the 401(k) Plan failing nondiscrimination testing, resulting in the Company matching contributions previously described. |
40 | | | | |
Name | | | | | Estimated Future Payouts Under Non- Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) | | | Grant Date Fair Value of Stock Awards(4) | |||||||||||||
| Grant Date | | | Threshold ($) | | | Target ($) | | | Maximum ($) | | | Threshold (#) | | | Target (#) | | | Maximum (#) | | | (#) | | | ($) | ||
Sumit Singh | | | — | | | $450,000 | | | $1,800,000 | | | $3,600,000 | | | — | | | — | | | — | | | — | | | — |
| 1/18/2024 | | | — | | | — | | | — | | | — | | | — | | | — | | | 268,078 | | | $5,168,544 | ||
| 1/18/2024 | | | — | | | — | | | — | | | 26,808 | | | 268,078 | | | 536,156 | | | — | | | $5,168,544 | ||
| 1/18/2024 | | | — | | | — | | | — | | | — | | | — | | | — | | | 1,074,236 | | | $20,711,270 | ||
Mario Marte | | | — | | | $148,750 | | | $595,000 | | | $1,190,000 | | | — | | | — | | | — | | | — | | | — |
Stacy Bowman | | | — | | | $75,000 | | | $300,000 | | | $600,000 | | | — | | | — | | | — | | | — | | | — |
| 4/6/2023 | | | — | | | — | | | — | | | — | | | — | | | — | | | 10,453 | | | $397,528 | ||
| 4/6/2023 | | | — | | | — | | | — | | | 348 | | | 3,484 | | | 6,968 | | | — | | | $132,497 | ||
| 4/6/2023 | | | — | | | — | | | — | | | — | | | — | | | — | | | 32,163 | | | $1,223,158 | ||
Satish Mehta | | | — | | | $118,750 | | | $475,000 | | | $950,000 | | | — | | | — | | | — | | | — | | | — |
| 4/6/2023 | | | — | | | — | | | — | | | — | | | — | | | — | | | 54,109 | | | $1,905,178 | ||
| 4/6/2023 | | | — | | | — | | | — | | | 5,411 | | | 54,109 | | | 108,218 | | | — | | | $1,905,178 | ||
| 4/6/2023 | | | — | | | — | | | — | | | — | | | — | | | — | | | 169,097 | | | $5,953,905 | ||
| 1/18/2024 | | | — | | | — | | | — | | | — | | | — | | | — | | | 41,110 | | | $792,601 | ||
Susan Helfrick | | | — | | | $112,500 | | | $450,000 | | | $900,000 | | | — | | | — | | | — | | | — | | | — |
Michael Morant | | | — | | | $105,033 | | | $420,131 | | | $840,262 | | | — | | | — | | | — | | | — | | | — |
| 4/6/2023 | | | — | | | — | | | — | | | — | | | — | | | — | | | 4,020 | | | $152,881 | ||
| 4/6/2023 | | | — | | | — | | | — | | | 229 | | | 2,288 | | | 4,576 | | | — | | | $87,013 | ||
| 4/6/2023 | | | — | | | — | | | — | | | — | | | — | | | — | | | 6,865 | | | $261,076 | ||
| 7/5/2023 | | | — | | | — | | | — | | | — | | | — | | | — | | | 95,604 | | | $3,613,830 |
(1) | These amounts reflect the threshold, target, and maximum payouts under our 2023 STI program. For amounts actually earned by each NEO pursuant to our STI program for Fiscal Year 2023, refer to the Non-Equity Incentive Plan Compensation column in the Summary Compensation Table above. The amounts are based on a percentage of expected eligible earnings at the beginning of Fiscal Year 2023 or, in the case of Ms. Bowman and Mr. Morant, when the individual became a NEO. Mr. Marte, Ms. Helfrick, and Mr. Morant did not receive a STI payment in Fiscal Year 2023 because of their departures during Fiscal Year 2023. For additional information regarding these amounts, refer to Annual Short-Term Incentive in the Elements of NEO Compensation section above. |
(2) | These amounts reflect the threshold, target, and maximum payouts of Performance RSUs under our LTI plan, depending on whether specific performance goals are achieved. Earned awards can range from 0% to 200% of the target grant. For additional information regarding these amounts, refer to Long Term Equity Incentives in the Elements of NEO Compensation section above. |
(3) | These amounts reflect the Service RSUs granted in Fiscal Year 2023. |
(4) | These amounts reflect the aggregate grant date fair value of the RSUs and the PRSUs, as computed in accordance with ASC 718. For Ms. Bowman and for those awards for Mr. Morant granted on April 6, 2023, these amounts are computed using the fair value as of June 26, 2023 as the ASC 718 conditions were satisfied on that date. For a discussion of the assumptions used in the calculation of the grant date fair value, refer to Part II, Item 8 “Financial Statements and Supplementary Data–Note 11 – Share-Based Compensation” of our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. |
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Name | | | Stock Awards | |||||||||
| Number of Shares or Units of Stock That Have Not Vested (#)(1) | | | Market Value of Shares of Units of Stock That Have Not Vested ($)(2) | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | ||
Sumit Singh | | | 1,342,314(4) | | | $36,205,348 | | | 268,078(5) | | | $12,183,450 |
Mario Marte | | | 0 | | | $— | | | 0 | | | $— |
Stacy Bowman | | | 54,236(6) | | | $870,491 | | | 3,484(7) | | | $158,393 |
Satish Mehta | | | 264,316(8) | | | $7,053,913 | | | 54,109(9) | | | $2,459,109 |
Susan Helfrick | | | 0 | | | $— | | | 0 | | | $— |
Michael Morant | | | 0 | | | $— | | | 0 | | | $— |
(1) | These amounts reflect (i) Performance RSUs that have met the Performance Condition and are subject to the Service Condition, and (ii) Service RSUs, each as described in the Long-Term Equity Incentives in the Elements of NEO Compensation section above. |
(2) | These amounts reflect the closing price of our Class A common stock on the NYSE on January 26, 2024 (the last trading day of Fiscal Year 2023), which was $19.38. |
(3) | These amounts reflect Performance RSUs as described in the Long-Term Equity Incentives in the Elements of NEO Compensation section above. |
(4) | Consists of (i) 1,074,236 Service RSUs that vest 41% on February 1, 2024, 11% on May 1, 2024, 11% on December 1, 2024, 34% on February 1, 2025, and 3% on February 1, 2026, (ii) 268,078 Service RSUs that vest 25% on February 1, 2024, and 12.5% on each six-month anniversary thereafter, each subject to Mr. Singh’s continued employment through the applicable vesting date. |
(5) | Consists of 268,078 Performance RSUs that vest on February 1, 2026 contingent on the achievement of the Performance Condition and Mr. Singh’s continued employment through the vesting date. |
(6) | Consists of (i) 778 Performance RSUs that vest on March 1, 2024, (ii) 2,267 Performance RSUs that vest on February 1, 2025, (iii) 32,163 Service RSUs that vest on April 1, 2024, (iv) 524 Service RSUs that vest on March 1, 2024, (v) 2,383 Service RSUs that vest 50% on March 1, 2024, 25% on September 1, 2024, and 25% on March 1, 2025, (vi) 5,668 Service RSUs that vest 20% on February 1, 2024 and on each six-month anniversary thereafter, (vii) 10,453 Service RSUs that vest 25% on February 1, 2024 and 12.5% on each six-month anniversary thereafter, each subject to Ms. Bowman’s continued employment through the applicable vesting date. |
(7) | Consists of 3,484 Performance RSUs that vest on February 1, 2026 contingent on the achievement of the Performance Condition and Ms. Bowman’s continued employment through the vesting date. |
(8) | Consists of (i) 41,110 Service RSUs that vest 50% on May 1, 2024 and 50% on December 1, 2024, (ii) 54,109 Service RSUs that vest 25% on February 1, 2024 and 12.5% on each six-month anniversary thereafter, and (iii) 169,097 Service RSUs that vest 52% on February 1, 2024, 44% on February 1, 2025 , and 4% on February 1, 2026, each subject to Mr. Mehta’s continued employment through the applicable vesting date. |
(9) | Consists of 54,109 Performance RSUs that vest on February 1, 2026 contingent on the achievement of the Performance Condition and Mr. Mehta’s continued employment through the vesting date. |
42 | | | | |
| | Stock Awards | ||||
Name | | | Number of Shares Acquired on Vesting (#)(1) | | | Value Realized on Vesting ($)(2) |
Sumit Singh | | | 435,917 | | | 17,266,032 |
Mario Marte | | | 194,240 | | | 7,694,589 |
Stacy Bowman | | | 77,477 | | | 3,043,930 |
Satish Mehta | | | 144,430 | | | 5,721,517 |
Susan Helfrick | | | 89,620 | | | 3,550,744 |
Michael Morant | | | 70,077 | | | 2,061,237 |
(1) | These amounts reflect Performance RSUs and Service RSUs as described in the Long-Term Equity Incentives in the Elements of NEO Compensation section above. |
(2) | The value realized upon vesting has been calculated by multiplying the gross number of shares acquired on vesting by the closing price of our Class A common stock on the NYSE on the vesting date. Therefore, the amounts shown in this column do not represent the actual amounts paid to or realized by the NEO during Fiscal Year 2023. |
Name | | | Executive Contributions in Last FY ($)(1) | | | Aggregate Earnings in Last FY ($)(2) | | | Aggregate Balance at Last FYE ($) |
Sumit Singh | | | 0 | | | 0 | | | 0 |
Mario Marte | | | 0 | | | 0 | | | 0 |
Stacy Bowman | | | 0 | | | 0 | | | 0 |
Satish Mehta | | | 228,366 | | | 18,582 | | | 256,152 |
Susan Helfrick | | | 0 | | | 0 | | | 0 |
Michael Morant | | | 0 | | | 0 | | | 0 |
(1) | These amounts are included in the Fiscal Year 2023 compensation in the “Salary” column of the Summary Compensation Table. |
(2) | None of these amounts are included in the Summary Compensation Table because earnings were not above-market or preferential, as credited earnings on NQDCP contributions are tied to changes in the value of publicly traded investment funds. |
| | | | 43 |
| | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights | | | Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights | | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a)) | |
Plan Category | | | (a) | | | (b) | | | (c) |
Equity Compensation Plans Approved by Security Holders(1) | | | 14,961,377(2) | | | N/A(3) | | | 26,033,407 |
Equity Compensation Plans Not Approved by Security Holders | | | N/A | | | N/A | | | N/A |
Total | | | 14,961,377 | | | N/A | | | 26,033,407 |
(1) | Includes issuances under the 2022 Plan. |
(2) | This amount reflects Performance RSUs (at max) and Service RSUs issued under the 2022 Plan. |
(3) | As of fiscal year ended January 28, 2024, no options or other exercisable awards were outstanding under the 2022 Plan. |
44 | | | | |
• | all accrued but unpaid base salary through the date of termination, including any unpaid or unreimbursed expenses, accrued vacation that the executive has not taken, and any benefits provided under the Company’s employee benefit plans upon a termination of employment; |
• | Twelve (12) months of base salary payable in equal monthly installments over the twelve (12) month period following termination; |
• | an annual bonus earned for any fiscal year completed prior to the date of termination that remains unpaid as of the date of termination, payable at the same time annual bonuses are paid to executives generally for the relevant year; |
• | a pro-rated annual bonus for the year of termination based on actual performance, payable at the same time annual bonuses are paid to executives generally for the relevant year; |
• | an amount equal to eighteen (18) months of premiums for continuation coverage under our group health plans payable in a lump sum payment within thirty (30) days of termination; |
• | 100% of the Target Bonus (as defined in Mr. Singh’s employment agreement), payable in equal monthly installments over the twelve (12) month period following termination; and |
• | nine (9) months of service credit with respect to any time- or service-based equity incentive awards (or if greater, service credit for 40% of the awards). |
• | all accrued but unpaid base salary through the date of termination, including any unpaid or unreimbursed expenses, accrued vacation that the executive has not taken, and any benefits provided under the Company’s employee benefit plans upon a termination of employment; |
| | | | 45 |
• | twenty-four (24) months of base salary and 200% of the Target Bonus (as defined in Mr. Singh’s employment agreement), both generally payable in a lump sum within thirty (30) days following termination; |
• | an annual bonus earned for any fiscal year completed prior to the date of termination that remains unpaid as of the date of termination, payable at the same time annual bonuses are paid to executives generally for the relevant year; |
• | a pro-rated annual bonus for the year of termination based on actual performance, payable at the same time annual bonuses are paid to executives generally for the relevant year; |
• | an amount equal to twenty-four (24) months of premiums for continuation coverage under our group health plans payable in a lump sum within thirty (30) days of termination; and |
• | nine (9) months of service credit with respect to any time- or service-based equity incentive awards (or if greater, service credit for 40% of the awards). |
• | all accrued but unpaid base salary through the date of termination, including any unpaid or unreimbursed expenses, accrued vacation that the executive has not taken, and any benefits provided under the Company’s employee benefit plans upon a termination of employment; |
• | eighteen (18) months of base salary and 100% of the Target Bonus (as defined in their respective employment agreements), both generally payable in a lump sum within thirty (30) days following termination; |
• | an amount equal to eighteen (18) months of premiums for continuation coverage under our group health plans payable in a lump sum payment within thirty (30) days of termination; and |
• | any earned, but unpaid, annual bonus for the year preceding termination. |
46 | | | | |
Name | | | Involuntary Termination (not for Cause; Good Reason w/ no Change in Control ($)(1) | | | Change in Control no Termination ($)(2) | | | Involuntary Termination (not for Cause) in Connection with a Change in Control ($)(3) | | | Death or Disability ($)(4) |
Sumit Singh | |