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JAMES R. CHAMBERS
Chairman |
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BRUCE K. THORN
President and Chief Executive Officer |
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EXPERIENCE/SKILLS
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Chambers
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Clarke
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DiGrande
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Goldstein
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Gottschalk
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Jamison
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Kingsbury
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McCormick
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Reardon
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Schoppert
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Thorn
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Retail Experience
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✓
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EComm Experience
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✓
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✓
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Public Company CEO/COO/CFO/CHRO
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Regulatory Compliance
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Financial/Accounting
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Corporate Governance
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Other Public Company Board
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Age: 62
Director since: 2012 Committees:
• None
|
| |
JAMES R. CHAMBERS
Chairman of the Board of Big Lots, Inc.
Mr. Chambers served as President and Chief Executive Officer and director of Weight Watchers International, Inc. (weight management services provider) from 2013 to late 2016. Since his retirement from Weight Watchers International, Inc. in 2016, he has been serving as a professional director.
Mr. Chambers previously served as President of the US Snacks and Confectionery business unit and General Manager of the Immediate Consumption Channel of Kraft Foods Inc. (food manufacturer) until 2011. Mr. Chambers also served as President and CEO of Cadbury Americas (confectionery manufacturer) until 2010 and as the President and Chief Executive Officer of Remy Amerique, Inc. (spirits manufacturer). Prior to his employment with Remy Amerique, Inc., Mr. Chambers served as the Chief Executive Officer of Paxonix, Inc. (online branding and packaging process solutions business), the Chief Executive Officer of Netgrocer.com (online grocery retailer) and the Group President of Information Resources, Inc. (global market research provider). Mr. Chambers spent the first 17 years of his career at Nabisco (food manufacturer), where he held leadership roles in sales, distribution, marketing and information technology, culminating in the role of President, Refrigerated Foods. Mr. Chambers previously served as a director of B&G Foods (food manufacturer) for seven years where he served on its nominating and governance committee and served on the compensation committee and as a director of Weight Watchers International, Inc.
Qualifications: Mr. Chambers’ qualifications to serve on the Board include his extensive cross-functional packaged goods industry experience, his extensive leadership experience as a chief executive officer, his 20-year track record in general management and his experience serving on the boards of other public companies.
Other Directorships: TIAA Board of Trustees since 2015, where he chairs the audit committee and serves on the human resources committee and the risk and compliance committee.
|
|
|
Age: 49
Director since: 2020 Committees:
• Nominating / Corporate Governance
• Capital Allocation
Planning |
| |
ANDREW C. CLARKE
Mr. Clarke is the former Chief Financial Officer of C.H. Robinson, Inc. (one of the world’s largest third party logistics and supply chain management providers), a role he held from June 2015 to March 2019. Since his retirement from C.H. Robinson, Inc. in March 2019, he has been serving as a professional director.
Previously, Mr. Clarke served as Chief Executive Officer and President at Panther Expedited Services, Inc. (n/k/a Panther Premium Logistics), a wholly owned subsidiary of ArcBest Corporation (logistics provider with expertise in ground expedite, air freight, international air and ocean freight and air charter) from July 2006 to February 2013. Prior to that, Mr. Clarke served as Chief Financial Officer, Senior Vice President and Treasurer at Forward Air Corporation (diversified transportation services corporation) from 2001 to 2006. From 2000 to 2001, Mr. Clarke served as Senior Vice President, Chief Financial Officer and Treasurer at Logtech Corporation (transportation technology company), a subsidiary of Forward Air. Before that, Mr. Clarke worked in corporate finance analyst roles at financial services companies Deutsche Bank Alex. Brown and A.G. Edwards & Sons, Inc. Mr. Clarke has served as a director of several public companies, including Blount International, Inc. from April 2010 until it was acquired in April 2016, Pacer International, Inc. and Forward Air Corporation.
Qualifications: Mr. Clarke’s qualifications to serve on the Board include his experience as a C-suite executive, including 10 years of experience as Chief Financial Officer of a public company, in addition to his other public company board expertise.
Other Directorships: Element Fleet Management Corp (fleet management services company) since June 2018.
|
|
|
Age: 53
Director since: 2018 Committees:
• Audit
• Nominating /Corporate
Governance |
| |
SEBASTIAN J. DIGRANDE
Mr. DiGrande is the former Executive Vice President of Strategy and Chief Customer Officer for Gap Inc. from May 2016 until 2019, where he led the company’s E-Commerce/Digital business, which focused on strategy, consumer and market insights, customer data and analytics, digital and customer marketing, payments, loyalty, and franchise teams. Prior to joining Gap, Inc., Mr. DiGrande was a Senior Partner and Managing Director for The Boston Consulting Group from 1996 to April 2016. He was also a leader in BCG’s Technology, Marketing and Digital Innovation efforts. Since 2019, he has been serving as a professional director.
Qualifications: Mr. DiGrande’s qualifications to serve on the Board include his extensive experience in senior management roles including leading one of the largest E-Commerce/Digital business operations, his extensive consulting background and his qualification as an “audit committee financial expert,” as defined by applicable SEC rules.
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|
|
Age: 37
Director since: 2020 Committees:
• Audit
• Capital Allocation
Planning |
| |
AARON GOLDSTEIN
Mr. Goldstein has served as a Partner and Portfolio Manager at Macellum Capital Management since April 2014. Prior to that, Mr. Goldstein served as an Analyst at Millennium Management LLC, a New York-based pooled investment fund, from March 2013 to May 2013. Previously, he served as an Analyst at Scopus Asset Management, L.P., a hedge fund, from June 2012 to February 2013. Before that, Mr. Goldstein served as a Vice President at JPMorgan Chase & Co. (American multinational investment bank and financial services holding company) from March 2008 to June 2012. From May 2005 to March 2008, Mr. Goldstein served as an Analyst at The Bear Stearns Companies, Inc. (global investment bank, securities trading and brokerage firm). In 2013, he also served as a consultant to Telsey Advisory Group LLC (research, trading, banking and consulting brokerage firm focused on the consumer sector).
Qualifications: Mr. Goldstein’s qualifications to serve on the Board include his 15 years of experience investing in the consumer and retail sector, together with his financial background.
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|
|
Age: 59
Director since: 2015 Committees:
• Audit (Chair)
• Compensation
|
| |
MARLA C. GOTTSCHALK
Ms. Gottschalk is the former Chief Executive Officer of The Pampered Chef, Ltd. (marketer of kitchen tools, food products and cookbooks), where she also previously served as President and Chief Operating Officer. Since her retirement from The Pampered Chef, Ltd. in 2013, she has been serving as a professional director.
Ms. Gottschalk served as Senior Vice President of Financial Planning and Investor Relations for Kraft Foods, Inc. (food manufacturer), where she also previously served as Executive Vice President and General Manager of the Post Cereal division and Vice President of Marketing and Strategy of the Kraft Cheese division.
Qualifications: Ms. Gottschalk’s qualifications to serve on the Board include her extensive experience in operations and strategic management, her qualification as an “audit committee financial expert,” as defined by applicable SEC rules, her extensive leadership experience as a chief executive officer, her expertise in the food industry and her experience serving on the boards of other public companies.
Other Directorships: Potbelly Corporation (food retailer) since 2009, where she is chair of the audit committee and a member of the compensation committee; Reynolds Consumer Products (consumer products) since 2020, where she is chair of the audit committee; Underwriter Laboratories since 2009, where she is chair of the compensation committee and serves on the nominating and governance committee; and Ocean Spray Cranberries, Inc. since 2014, where she serves on the nominating and governance committee and the audit committee.
|
|
|
Age: 60
Director since: 2015 Committees:
• Compensation
• Nominating /Corporate
Governance (Chair)
• Capital Allocation
Planning |
| |
CYNTHIA T. JAMISON
Ms. Jamison served as Chief Financial Officer or Chief Operating Officer of several companies during her tenure from 1999 to 2009 at Tatum, LLC (executive services firm). From 2005 to 2009, she led the CFO services practice and was a member of the firm’s operating committee. After retiring from Tatum, Ms. Jamison subsequently served as Chief Financial Officer of AquaSpy, Inc. from 2009 to 2012 (provider of soil moisture sensors to monitor soil moisture levels). Since her retirement from AquaSpy Inc. in 2012, she has been serving as a professional director.
Ms. Jamison has also served as Chief Financial Officer of Chart House Enterprises (food retailer) and held various financial positions at Allied Domecq Retailing USA, Kraft General Foods and Arthur Anderson LLP. Ms. Jamison previously served as a director of B&G Foods, Inc. (food manufacturer and distributor) from 2004 to 2015, where she served as chair of the audit committee. She previously held board seats at Horizon Organic Holdings from 2001 to 2003 and Cellu Tissue, Inc.
Qualifications: Ms. Jamison’s qualifications to serve on the Board include her extensive experience in financial and accounting matters, including public company reporting, as well as strategy and capitalization expertise, her qualification as an “audit committee financial expert,” as defined by applicable SEC rules, and her key management, leadership, financial and strategic planning, corporate governance and public company executive and board experience.
Other Directorships: Tractor Supply Company (farm and ranch retailer) since 2002, where she has served as chairman since 2014; Darden, Inc. (food retailer) since 2014, where she serves as chair of the audit committee and a member of the compensation committee; and Office Depot, Inc. (office supply retailer) since 2013, where she is chair of the audit committee and a member of the corporate governance and nominating committee.
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|
|
Age: 67
Director since: Nominated in April 2020 Committees: None |
| |
THOMAS A. KINGSBURY
Mr. Kingsbury served as President, Chief Executive Officer and a member of the Board of Directors of Burlington Stores, Inc. from 2008 to 2019. He also served as Executive Chairman of the Board of Directors of Burlington Stores, Inc. from September 2014 to January 2020.
Mr. Kingsbury previously served as Senior Executive Vice President of Information Services, E-Commerce, Marketing and Business Development of Kohl’s Corporation from August 2006 to December 2008. Mr. Kingsbury also held various management positions with The May Department Stores Company commencing in 1976, including President and Chief Executive Officer of the Filene’s division from 2000 to 2006.
Qualifications: Mr. Kingsbury qualifications to serve on the board include his valuable perspectives and unique insights developed from more than 40 years of experience in the retail industry, providing him with a comprehensive understanding of customer dynamics and shifting consumer preferences, his broad-based retail experience and extensive experience in senior leadership positions, including his service as a former president and chief executive officer and as a current director of a publicly traded retail company and his qualification as an “audit committee financial expert,” as defined by applicable SEC rules.
Other Directorships: Tractor Supply Company since 2017, where he serves on the Corporate Governance and Nominating Committee and the Compensation Committee and B.J.’s Wholesale Club, Inc. since 2020, where he serves on the Compensation Committee.
|
|
|
Age: 64
Director since: 2018 Committees:
• Audit
• Compensation
|
| |
CHRISTOPHER J. MCCORMICK
Mr. McCormick is the former President and Chief Executive Officer of L.L. Bean, Inc. (clothing and outdoor recreation equipment retailer). He joined L.L. Bean, Inc. in 1983 and held a number of leadership positions in Advertising and Marketing, prior to his tenure as President and Chief Executive Officer from 2001 until March 2016. Since his retirement from L.L. Bean, Inc. in 2016, he has been serving as a professional director. Mr. McCormick previously served as a director of Sun Life Financial, Inc. (financial services company) from 2017 to 2019, where he served as a member of the compensation committee and nominating corporate governance committee.
Qualifications: Mr. McCormick’s qualifications to serve on the Board include his extensive leadership experience as a chief executive officer of a retail company, his service on the boards of other public companies and his qualification as an “audit committee financial expert,” as defined by applicable SEC Rules.
Other Directorships: Levi Strauss & Co. (clothing retailer) since 2016, where he is a member of the audit committee and the finance committee.
|
|
|
Age: 67
Director since: 2015 Committees:
• Compensation (Chair)
• Nominating /Corporate
Governance |
| |
NANCY A. REARDON
Ms. Reardon is the former Senior Vice President and Chief Human Resources and Communications Officer of Campbell Soup Company (food manufacturer). Since her retirement from Campbell Soup Company in 2012, she has been serving as a professional director.
Additionally, Ms. Reardon served as Executive Vice President of Human Resources for Comcast Cable Communications, Inc. (telecommunications provider) from 2002 to 2004. Prior to that, Ms. Reardon served as Partner and Executive Vice President, Human Resources and Corporate Affairs for Borden Capital Management Partners from 1997 to 2002, where she developed financial and merger and acquisition skills through her involvement in multiple transactions for a portfolio of operating companies. Ms. Reardon previously served as a director of Warnaco Group, Inc. (apparel retailer) where she served as a member of the audit committee and the compensation committee.
Qualifications: Ms. Reardon’s qualifications to serve on the Board include her extensive experience in senior management roles, her experience on the boards of other private and charitable organizations, her experience leading human resources departments and in communications and public affairs, her leadership skills and her skills in human capital management, talent development and succession planning.
Other Directorships: Signet Jewelers Limited (jewelry retailer) since 2018, where she chairs the compensation committee.
|
|
|
Age: 53
Director since: 2015 Committees:
• Audit
• Nominating /Corporate
Governance
• Capital Allocation
Planning (Chair) |
| |
WENDY L. SCHOPPERT
Ms. Schoppert is the former Executive Vice President and Chief Financial Officer of Sleep Number Corporation (bedding retailer and manufacturer) from June 2011 to February 2014, where she also served as Chief Information Officer and led Marketing, Digital, International, and New Channel Development. Since her retirement from Sleep Number Corporation in 2014, she has been serving as a professional director.
Prior to joining Sleep Number, Ms. Schoppert led US Bank’s Private Asset Management team from 2004 to 2005 and served as Head of Product, Marketing & Corporate Development for U.S. Bank’s Asset Management division from 2002 to 2004. Ms. Schoppert began her career in the airline industry, serving in various financial, strategic and general management leadership positions at American Airlines, Northwest Airlines and America West Airlines. Ms. Schoppert also previously served as a director Gaia, Inc. (formerly Gaiam, Inc.) from 2013 to 2018.
Qualifications: Ms. Schoppert’s qualifications to serve on the Board include her qualification as an “audit committee financial expert,” as defined by applicable SEC Rules, her extensive retail experience across finance, information technology, digital and marketing, and her significant financial leadership and expertise with respect to the oversight of financial reporting and disclosure for public companies.
Other Directorships: The Hershey Company (a global confectionery company) since 2017, where she serves on the audit committee and finance & risk management committee, and Bremer Financial Corporation (a financial services firm) since 2017, where she chairs the audit committee and serves on the compensation committee.
|
|
|
Age: 53
Director since: 2018 Committees:
• Capital Allocation
Planning (nonvoting member) |
| |
BRUCE K. THORN
Mr. Thorn is our President and Chief Executive Officer. Before joining Big Lots in September 2018, he served as President (since 2017) and Chief Operating Officer (since 2015) of Tailored Brands, Inc. (a leading specialty retailer of men’s tailored clothing and formalwear) until 2018. Mr. Thorn also previously held various enterprise-level roles with PetSmart, Inc. (a pet supply retailer), most recently as Executive Vice President, Store Operations, Services and Supply Chain, as well as leadership positions with The Gap, Inc., Cintas Corp, LESCO, Inc. and The United States Army.
Qualifications: Mr. Thorn’s qualifications to serve on the Board include his day-to-day leadership as President and Chief Executive Officer of Big Lots, strong leadership skills, proven management capabilities and more than 25 years of diverse retail and services experience.
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•
Ten of our eleven current directors are independent
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| |
•
Four of our ten independent director nominees are women
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•
Annual election of all directors and Majority Voting Standard
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| |
•
Annual shareholder engagement
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•
Proxy Access for our shareholders
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| |
•
We have a non-executive chairman
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•
Executive session of non-employee directors at all board meetings
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| |
•
Mandatory Board Retirement at age 72
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•
All committees composed of independent directors
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| |
•
Limit of 4 public company directorships Board members may hold
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|
•
Annual board and committee self-evaluations
|
| |
•
Director orientation and continuing education
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|
Call:
|
| | (866) 834-7325 | |
|
Write:
|
| | Big Lots Board of Directors, 4900 E. Dublin-Granville Road, Columbus, Ohio 43081 | |
| Online Message: | | |
http://biglotsbigvoice.com
|
|
Name (a)
|
| |
Fees
Earned or Paid in Cash ($) (b) |
| |
Stock
Awards ($)(1)(2) (c) |
| |
Option
Awards ($) (d) |
| |
Non-Equity
Incentive Plan Compensation ($) (e) |
| |
Change in
Pension Value and Nonqualified Deferred Compensation Earnings ($) (f) |
| |
All
Other Compensation ($)(3) (g) |
| |
Total
($) (h) |
| |||||||||||||||||||||
Mr. Berger
|
| | | | 107,500 | | | | | | 144,991 | | | | | | — | | | | | | — | | | | | | — | | | | | | 21,500 | | | | | | 273,991 | | |
Mr. Chambers
|
| | | | 170,000 | | | | | | 209,973 | | | | | | — | | | | | | — | | | | | | — | | | | | | 20,000 | | | | | | 399,973 | | |
Mr. DiGrande
|
| | | | 111,250 | | | | | | 144,991 | | | | | | — | | | | | | — | | | | | | — | | | | | | 27,500 | | | | | | 283,741 | | |
Ms. Gottschalk
|
| | | | 130,000 | | | | | | 144,991 | | | | | | — | | | | | | — | | | | | | — | | | | | | 17,000 | | | | | | 291,991 | | |
Ms. Jamison
|
| | | | 121,250 | | | | | | 144,991 | | | | | | — | | | | | | — | | | | | | — | | | | | | 15,000 | | | | | | 281,241 | | |
Mr. McCormick
|
| | | | 113,750 | | | | | | 144,991 | | | | | | — | | | | | | — | | | | | | — | | | | | | 15,000 | | | | | | 273,741 | | |
Ms. Reardon
|
| | | | 120,000 | | | | | | 144,991 | | | | | | — | | | | | | — | | | | | | — | | | | | | 13,000 | | | | | | 277,991 | | |
Ms. Schoppert
|
| | | | 111,250 | | | | | | 144,991 | | | | | | — | | | | | | — | | | | | | — | | | | | | 23,350 | | | | | | 281,591 | | |
Name and Address of Beneficial
Owner or Identity of Group(1) |
| |
Amount and Nature of
Beneficial Ownership(2) |
| |
Percent of Outstanding
Common Shares |
| ||||||
Lisa M. Bachmann
|
| | | | 96,388 | | | | | | * | | |
Jeffrey P. Berger
|
| | | | 16,166 | | | | | | * | | |
James R. Chambers
|
| | | | 29,271 | | | | | | * | | |
Andrew C. Clarke
|
| | | | 0 | | | | | | * | | |
Sebastian J. DiGrande
|
| | | | 8,484 | | | | | | * | | |
Marla C. Gottschalk
|
| | | | 17,704 | | | | | | * | | |
Aaron Goldstein
|
| | | | 0 | | | | | | * | | |
Cynthia T. Jamison
|
| | | | 15,854 | | | | | | * | | |
Timothy A. Johnson
|
| | | | 0 | | | | | | * | | |
Thomas A. Kingsbury
|
| | | | 0 | | | | | | * | | |
Christopher J. McCormick
|
| | | | 8,484 | | | | | | * | | |
Jonathan E. Ramsden
|
| | | | 0 | | | | | | * | | |
Nancy A. Reardon
|
| | | | 15,854 | | | | | | * | | |
Ronald A. Robins, Jr.
|
| | | | 24,811 | | | | | | * | | |
Michael A. Schlonsky
|
| | | | 64,780 | | | | | | * | | |
Wendy L. Schoppert
|
| | | | 15,854 | | | | | | * | | |
Bruce K. Thorn
|
| | | | 32,994 | | | | | | * | | |
BlackRock, Inc.(3)
|
| | | | 6,082,678 | | | | | | 15.6% | | |
The Vanguard Group, Inc.(4)
|
| | | | 4,487,260 | | | | | | 11.5% | | |
Ancora Advisors, LLC Macellum Capital Management, LLC (5)
|
| | | | 3,848,655 | | | | | | 9.8% | | |
LSV Asset Management(6)
|
| | | | 2,423,238 | | | | | | 6.2% | | |
Dimensional Fund Advisors LP(7)
|
| | | | 2,245,526 | | | | | | 5.8% | | |
All directors, nominees and executive officers as a group (17 persons)
|
| | | | 346,644 | | | | | | * | | |
Plan Category
|
| |
Number of
securities to be issued upon exercise of outstanding options, warrants, and rights (#) (a) |
| |
Weighted-
average exercise price of outstanding options, warrants, and rights ($) (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 security holders
|
| | | | 1,509,694(1)(2) | | | | | | 35.93(3) | | | | | | 3,307,877(4) | | |
Equity compensation plans not approved by security holders
|
| | | | — | | | | | | — | | | | | | — | | |
Total
|
| | | | 1,509,694 | | | | | | 35.93(3) | | | | | | 3,307,877 | | |
|
2017 LTIP
|
| | | | — | | |
|
2012 LTIP
|
| | | | 148,751 | | |
|
|
Bruce K. Thorn
President and Chief Executive Officer |
| |
Jonathan E. Ramsden*
Executive Vice President, Chief Financial and Administrative Officer |
|
|
Lisa M. Bachmann
Executive Vice President, Chief Merchandising and Operating Officer |
| |
Michael A. Schlonsky
Executive Vice President, Human Resources |
|
|
Ronald A. Robins, Jr.
Executive Vice President, General Counsel and Corporate Secretary |
| |
Timothy A. Johnson**
Former Executive Vice President, Chief Administrative Officer and Chief Financial Officer |
|
Component
|
| |
Characteristics
|
| |
Primary Purposes
|
|
Base Salary
|
| | Annual fixed cash compensation | | |
Attract and retain talented executives through an annual salary that reflects the executive’s performance, experience and scope of responsibilities.
Mitigate pressure to take unnecessary or excessive risks or unduly focus on the price of our Common Shares. |
|
Annual Cash Incentive Awards
|
| | Annual variable performance-based cash compensation | | | Motivate executives to achieve performance objectives that directly relate to our annual operating and strategic goals. | |
Long-Term Equity Incentive Awards
|
| | Long-term variable equity awards granted annually as a combination of PSUs and RSUs | | |
Align the interests of our executives with the interests of our shareholders.
Motivate executives to achieve multi-year financial and strategic goals and create long-term shareholder value. Retain talented executives for the long-term. |
|
Practice
|
| |
Big Lots Policy
|
|
Pay-for-Performance Philosophy
|
| |
✓
A majority of the total target compensation opportunity of each of our named executive officers is at risk or variable based on our performance and/or stock price.
|
|
Stock Ownership Requirements
|
| |
✓
All of our executive officers and outside directors are subject to stock ownership requirements.
|
|
Clawback Policy
|
| |
✓
All of our executive officers are subject to a compensation clawback policy.
|
|
Independent Compensation Consultant
|
| |
✓
The Committee engages an independent compensation consultant that reviews and advises the Committee on executive compensation. The consultant performs services solely for the Committee.
|
|
Independent Board Chair
|
| |
✓
We maintain separate CEO and Chairman of the Board positions.
|
|
Anti-Hedging and Pledging Policy
|
| |
✓
We do not allow our directors or Leadership Team members to enter into any hedging or pledging transactions relating to our Common Shares.
|
|
Excise Tax Gross-Ups
|
| |
✓
We do not pay excise tax gross-ups under our employment agreement or our severance agreements in the event of a change in control.
|
|
Dividends on Unearned Awards
|
| |
✓
We do not pay dividends on unearned performance awards.
|
|
Responsible Party
|
| |
Role
|
|
Compensation Committee
|
| |
Lead the process for establishing our annual executive compensation program and approve or recommend that the Board approve compensation actions.
Consult with management and the Committee’s compensation consultant regarding employee benefit and compensation programs, plans and awards.
|
|
All Outside Directors
|
| |
Conduct comprehensive evaluation of CEO performance.
Approve annual executive compensation program and finalize compensation awards for the members of our Leadership Team. |
|
CEO
|
| | Provide the Committee and other outside directors with an annual performance evaluation and compensation recommendation for each of the other members of our Leadership Team in the first quarter of each fiscal year based on the CEO’s direct knowledge of their respective performance and contributions. | |
Management
|
| |
Make recommendations to the Committee and our CEO regarding the design and administration of our employee benefit and compensation programs, plans and awards in accordance with the Committee’s charter and the terms of our compensation plans.
Advise the Committee and our CEO regarding the competitiveness of existing and proposed compensation programs and the impact of accounting rules, laws and regulations on existing and proposed compensation programs.
|
|
|
•
long-term strategic goals
|
| |
•
short-term business goals
|
| |
•
profit and revenue goals
|
|
|
•
expense goals
|
| |
•
operating margin improvement
|
| |
•
earnings per share growth
•
capital efficiency metrics
|
|
|
•
fostering teamwork and other corporate values
|
| |
•
optimization of organizational effectiveness and productivity
|
| |
•
leadership and the development of talent
|
|
|
•
the performance of our competitors
|
| |
•
comparable store and ecommerce sales growth of the Company compared to the industry
|
| |
•
specific business challenges and general economic and market conditions
|
|
|
•
Abercrombie & Fitch
|
| |
•
Dick’s Sporting Goods
|
| |
•
RH
|
|
|
•
Advance Auto Parts
|
| |
•
DSW
|
| |
•
Ross Stores
|
|
|
•
American Eagle Outfitters
|
| |
•
Express
|
| |
•
Tractor Supply
|
|
|
•
Ascena Retail Group
|
| |
•
Foot Locker
|
| |
•
Urban Outfitters
|
|
|
•
Bed Bath & Beyond
|
| |
•
L Brands
|
| |
•
Williams – Sonoma
|
|
|
•
Burlington Stores
|
| | | | | | |
Component
|
| |
Characteristics
|
| |
Fiscal 2019 Metric
|
|
Base Salary
|
| | Annual fixed cash compensation | | | Annual performance review | |
Annual Cash Incentive Awards
|
| | Annual variable performance-based cash compensation | | | Adjusted operating profit | |
Long-Term Equity Incentive Awards
|
| | Long-term variable equity awards granted annually as a combination of PSUs and RSUs | | |
PSUs – EPS and ROIC performance during three annual service periods
RSUs – Vest ratably over three years upon satisfaction of operating profit performance requirement after year one
|
|
Name
|
| |
Fiscal 2019
Salary ($) |
| |||
Mr. Thorn
|
| | | $ | 1,100,000 | | |
Mr. Ramsden*
|
| | | $ | 700,000 | | |
Ms. Bachmann
|
| | | $ | 786,775 | | |
Mr. Schlonsky
|
| | | $ | 513,600 | | |
Mr. Robins**
|
| | | $ | 473,800 | | |
Mr. Johnson***
|
| | | $ | 616,325 | | |
| | |
Payout Percentage (% of salary)
|
| ||||||||||||||||||||||||||||||||||||
Fiscal 2019 Performance Levels
|
| |
Performance
Goal ($) |
| |
Mr. Thorn
|
| |
Mr. Ramsden
|
| |
Ms. Bachmann
|
| |
Mr. Schlonsky
|
| |
Mr. Robins
|
| |
Mr. Johnson
|
| ||||||||||||||||||
Below Threshold
|
| |
0 – $197,537,270
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
Threshold
|
| |
$197,537,271
|
| | | | 62.5 | | | | | | 30 | | | | | | 30 | | | | | | 30 | | | | | | 30 | | | | | | 30 | | |
Target
|
| |
$220,477,400
|
| | | | 125 | | | | | | 60 | | | | | | 60 | | | | | | 60 | | | | | | 60 | | | | | | 60 | | |
Maximum
|
| |
$241,538,752
|
| | | | 250 | | | | | | 120 | | | | | | 120 | | | | | | 120 | | | | | | 120 | | | | | | 120 | | |
Name
|
| |
Payout Percentage
(% of salary) |
| |
Annual Cash
Incentive Award ($) |
| ||||||
Mr. Thorn
|
| | | | 88.7% | | | | | $ | 976,113 | | |
Mr. Ramsden
|
| | | | 25.4% | | | | | $ | 177,519 | | |
Ms. Bachmann
|
| | | | 42.6% | | | | | $ | 335,119 | | |
Mr. Schlonsky
|
| | | | 42.6% | | | | | $ | 218,763 | | |
Mr. Robins
|
| | | | 42.6% | | | | | $ | 212,970 | | |
Mr. Johnson
|
| | | | 28.1% | | | | | $ | 173,088 | | |
Performance Level
|
| |
3-Year Average
Performance Attainment |
| |
Vesting
Factor |
| ||||||
Threshold
|
| | | | 80% | | | | | | 50% | | |
Target
|
| | | | 100% | | | | | | 100% | | |
Maximum
|
| | | | 120% | | | | | | 150% | | |
Performance Measure
|
| |
Weighting
|
| |
Target
|
| |
Actual
|
| |||||||||
EPS
|
| | | | 50% | | | | | $ | 3.72 | | | | | $ | 3.69 | | |
ROIC
|
| | | | 50% | | | | | | 14.7% | | | | | | 13.9% | | |
Name
|
| |
Target Number
of PSUs |
| |
Grant Value
of PSUs |
| ||||||
Mr. Thorn
|
| | | | 72,528 | | | | | $ | 2,640,019 | | |
Mr. Ramsden
|
| | | | 20,770 | | | | | $ | 472,518 | | |
Ms. Bachmann
|
| | | | 29,180 | | | | | $ | 1,062,152 | | |
Mr. Schlonsky
|
| | | | 19,049 | | | | | $ | 693,384 | | |
Mr. Robins
|
| | | | 17,573 | | | | | $ | 639,657 | | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | |
Fiscal
2019 |
| |
Fiscal
2020 |
| |
Fiscal
2021 |
| |||||||||
EPS
|
| |
Actual Results
|
| | | $ | 3.69 | | | | | | TBD | | | | | | TBD | | |
| | |
Target Performance Goal
|
| | | $ | 3.72 | | | | | | TBD | | | | | | TBD | | |
| | |
Performance%
|
| | | | 99.2% | | | | | | TBD | | | | | | TBD | | |
ROIC
|
| |
Actual Results
|
| | | | 13.9% | | | | | | TBD | | | | | | TBD | | |
| | |
Target Performance Goal
|
| | | | 14.7% | | | | | | TBD | | | | | | TBD | | |
| | |
Performance%
|
| | | | 94.8% | | | | | | TBD | | | | | | TBD | | |
Name
|
| |
Target Number
of PSUs |
| |
Grant Value
of PSUs |
| ||||||
Ms. Bachmann
|
| | | | 21,774 | | | | | $ | 1,031,216 | | |
Mr. Schlonsky
|
| | | | 14,214 | | | | | $ | 673,175 | | |
Mr. Robins
|
| | | | 11,656 | | | | | $ | 552,028 | | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | |
Fiscal
2018 |
| |
Fiscal
2019 |
| |
Fiscal
2020 |
| |||||||||
EPS
|
| |
Actual Results
|
| | | $ | 3.91 | | | | | $ | 3.69 | | | | | | TBD | | |
| | |
Target Performance Goal
|
| | | $ | 4.90 | | | | | $ | 3.72 | | | | | | TBD | | |
| | |
Performance%
|
| | | | 79.8% | | | | | | 99.2% | | | | | | TBD | | |
ROIC
|
| |
Actual Results
|
| | | | 17.5% | | | | | | 13.9% | | | | | | TBD | | |
| | |
Target Performance Goal
|
| | | | 23.0% | | | | | | 14.7% | | | | | | TBD | | |
| | |
Performance%
|
| | | | 76.0% | | | | | | 94.8% | | | | | | TBD | | |
Name
|
| |
Target Number
of PSUs |
| |
Grant Value
of PSUs |
| |
Number of
PSUs Earned |
| |
Value of
PSUs Earned |
| |
Vesting
Factor |
| |||||||||||||||
Ms. Bachmann
|
| | | | 19,444 | | | | | $ | 1,001,171 | | | | | | 6,980 | | | | | $ | 99,256 | | | | | | 35.9% | | |
Mr. Schlonsky
|
| | | | 12,693 | | | | | $ | 653,562 | | | | | | 4,556 | | | | | $ | 64,786 | | | | | | 35.9% | | |
Mr. Robins
|
| | | | 10,202 | | | | | $ | 525,301 | | | | | | 3,662 | | | | | $ | 52,074 | | | | | | 35.9% | | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | |
Fiscal
2017 |
| |
Fiscal
2018 |
| |
Fiscal
2019 |
| |||||||||
EPS
|
| |
Actual Results
|
| | | $ | 4.27 | | | | | $ | 3.91 | | | | | $ | 3.69 | | |
| | |
Target Performance Goal
|
| | | $ | 4.10 | | | | | $ | 4.90 | | | | | $ | 3.72 | | |
| | |
Performance%
|
| | | | 104.1% | | | | | | 79.8% | | | | | | 99.2% | | |
EPS Vesting Factor for 2017 PSU Awards (120.73% +(1.02)% +95.97% / 3) = 71.89% | | |||||||||||||||||||||
ROIC
|
| |
Actual Results
|
| | | | 22.7% | | | | | | 17.5% | | | | | | 13.9% | | |
| | |
Target Performance Goal
|
| | | | 23.5% | | | | | | 23.0% | | | | | | 14.7% | | |
| | |
Performance%
|
| | | | 96.8% | | | | | | 76.0% | | | | | | 94.8% | | |
ROIC Vesting Factor for 2017 PSU Awards (83.83% +(19.78)% +73.81% / 3) = 45.95% (As this value is below the Floor level of performance the vesting factor was reduced to 0% for this performance measure.)
|
|
Name
|
| |
Number of
RSUs |
| |
Grant Value of
RSUs |
| ||||||
Mr. Thorn
|
| | | | 48,351 | | | | | $ | 1,759,976 | | |
Mr. Ramsden
|
| | | | 20,439 | | | | | $ | 464,988 | | |
Ms. Bachmann
|
| | | | 19,453 | | | | | $ | 708,089 | | |
Mr. Schlonsky
|
| | | | 12,698 | | | | | $ | 462,207 | | |
Mr. Robins
|
| | | | 11,714 | | | | | $ | 426,390 | | |
Mr. Johnson
|
| | | | 2,838 | | | | | $ | 103,303 | | |
Title
|
| |
Multiple of Retainer or Salary
|
|
Outside Director
|
| |
5x
|
|
Chief Executive Officer
|
| |
5x
|
|
Executive Vice President
|
| |
2.5x
|
|
Senior Vice President
|
| |
2x
|
|
|
Nancy A. Reardon (Chair)
|
| |
Marla C. Gottschalk
|
|
|
Jeffrey P. Berger
|
| |
Christopher J. McCormick
|
|
Name and Principal Position(1)
(a) |
| |
Year
(b) |
| |
Salary
($)(2) (c) |
| |
Bonus
($)(3) (d) |
| |
Stock
Awards ($)(4) (e) |
| |
Non-Equity
Incentive Plan Compensation ($)(5) (g) |
| |
Change in
Pension Value and Nonqualified Deferred Compensation Earnings ($) (h) |
| |
All Other
Compensation ($)(6)(7) (i) |
| |
Total
($) (j) |
| ||||||||||||||||||||||||
Bruce K. Thorn,
President and Chief Executive Officer(8) |
| | | | 2019 | | | | | | 1,100,000 | | | | | | | | | | | | 4,399,996 | | | | | | 976,113 | | | | | | — | | | | | | 71,721 | | | | | | 6,547,830 | | |
| | | 2018 | | | | | | 359,615 | | | | | | 500,000 | | | | | | 2,999,992 | | | | | | — | | | | | | — | | | | | | 47,725 | | | | | | 3,907,332 | | | ||
| | | | | | | | | | | | | | | — | | | | | | | | | | | | | | | | | | — | | | | | | | | | | | | | | | ||
Jonathan E. Ramsden,
Executive Vice President, Chief Financial and Administrative Officer(9) |
| | | | 2019 | | | | | | 336,539 | | | | | | — | | | | | | 937,506 | | | | | | 177,519 | | | | | | — | | | | | | 28,997 | | | | | | 1,480,561 | | |
Lisa M. Bachmann,
Executive Vice President, Chief Merchandising and Operating Officer |
| | | | 2019 | | | | | | 786,775 | | | | | | — | | | | | | 1,770,241 | | | | | | 335,119 | | | | | | — | | | | | | 196,835 | | | | | | 3,088,970 | | |
| | | 2018 | | | | | | 782,807 | | | | | | — | | | | | | 3,269,227 | | | | | | — | | | | | | — | | | | | | 235,106 | | | | | | 4,287,140 | | | ||
| | | 2017 | | | | | | 760,427 | | | | | | — | | | | | | 1,668,585 | | | | | | 378,243 | | | | | | — | | | | | | 231,466 | | | | | | 3,038,721 | | | ||
Michael A. Schlonsky,
Executive Vice President, Human Resources |
| | | | 2019 | | | | | | 513,600 | | | | | | — | | | | | | 1,155,591 | | | | | | 218,763 | | | | | | — | | | | | | 139,672 | | | | | | 2,027,626 | | |
| | | 2018 | | | | | | 511,008 | | | | | | — | | | | | | 1,620,517 | | | | | | — | | | | | | — | | | | | | 135,267 | | | | | | 2,266,792 | | | ||
| | | 2017 | | | | | | 496,390 | | | | | | — | | | | | | 1,089,219 | | | | | | 246,909 | | | | | | — | | | | | | 156,370 | | | | | | 1,988,888 | | | ||
Ronald A. Robins, Jr.,
Executive Vice President, General Counsel and Corporate Secretary |
| | | | 2019 | | | | | | 481,358 | | | | | | — | | | | | | 1,066,047 | | | | | | 212,970 | | | | | | — | | | | | | 96,540 | | | | | | 1,856,915 | | |
| | | 2018 | | | | | | 471,412 | | | | | | — | | | | | | 1,379,975 | | | | | | — | | | | | | — | | | | | | 84,277 | | | | | | 1,935,664 | | | ||
| | | 2017 | | | | | | 456,577 | | | | | | — | | | | | | 875,484 | | | | | | 227,783 | | | | | | — | | | | | | 56,769 | | | | | | 1,616,613 | | | ||
Timothy A. Johnson,
Former Chief Administrative Officer and Financial Officer(10) |
| | | | 2019 | | | | | | 402,982 | | | | | | — | | | | | | 1,386,731 | | | | | | 173,088 | | | | | | — | | | | | | 441,159 | | | | | | 2,403,960 | | |
| | | 2018 | | | | | | 613,214 | | | | | | — | | | | | | 2,560,971 | | | | | | — | | | | | | — | | | | | | 217,967 | | | | | | 3,392,152 | | | ||
| | | 2017 | | | | | | 595,668 | | | | | | — | | | | | | 1,307,022 | | | | | | 296,291 | | | | | | — | | | | | | 207,378 | | | | | | 2,406,359 | | |
Name
|
| |
Mr. Thorn
|
| |
Mr. Ramsden
|
| |
Ms. Bachmann
|
| |
Ms. Schlonsky
|
| |
Mr. Robins
|
| |
Mr. Johnson
|
| ||||||||||||||||||
Reimbursement of Taxes ($)
|
| | | | 10,549 | | | | | | 2,448 | | | | | | 9,156 | | | | | | 11,516 | | | | | | 4,021 | | | | | | 31,841 | | |
Big Lots Contributions to Defined Contribution Plans ($)
|
| | | | 10,154 | | | | | | — | | | | | | 11,200 | | | | | | 11,200 | | | | | | 11,200 | | | | | | 11,200 | | |
Big Lots Paid Health Care under Executive Benefits Plans ($)
|
| | | | 8,363 | | | | | | 4,190 | | | | | | 9,533 | | | | | | 12,376 | | | | | | 7,727 | | | | | | 37,245 | | |
Big Lots Paid Life Insurance
Premiums ($) |
| | | | 775 | | | | | | 388 | | | | | | 755 | | | | | | 599 | | | | | | 566 | | | | | | 478 | | |
Big Lots Paid Long-Term Disability Insurance Premiums ($)
|
| | | | 1,501 | | | | | | 625 | | | | | | 1,501 | | | | | | 1,501 | | | | | | 1,501 | | | | | | 1,126 | | |
Use of Automobile or Automobile Allowance ($)
|
| | | | 13,200 | | | | | | 6,346 | | | | | | 13,200 | | | | | | 13,200 | | | | | | 13,200 | | | | | | 10,408 | | |
Severance Expenses ($)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 244,724 | | |
Matching Charitable
Contributions ($) |
| | | | — | | | | | | 15,000 | | | | | | 15,000 | | | | | | 15,000 | | | | | | 11,500 | | | | | | 15,000 | | |
Dividend Payments ($)
|
| | | | 27,179 | | | | | | — | | | | | | 136,490 | | | | | | 74,280 | | | | | | 46,825 | | | | | | 89,137 | | |
Total
|
| | | | 71,721 | | | | | | 28,997 | | | | | | 196,835 | | | | | | 139,672 | | | | | | 96,540 | | | | | | 441,159 | | |
Name
(a) |
| |
Grant
Date(1) (b) |
| |
Estimated Possible
Payouts Under Non-Equity Incentive Plan Awards(2) |
| |
Estimated Future
Payouts Under Equity Incentive Plan Awards(3) |
| |
All Other
Stock Awards: Number of Shares of Stock or Units (#)(4) (i) |
| |
All Other
Option Awards: Number of Securities Underlying Options (#) (j) |
| |
Exercise
or Base Price of Option Awards ($/Sh.) (k) |
| |
Grant
Date Fair Value of Stock and Option Awards ($/ Shr.)(5) (l) |
| |||||||||||||||||||||||||||||||||||||||||||||
|
Threshold
($) (c) |
| |
Target
($) (d) |
| |
Maximum
($) (e) |
| |
Threshold
(#) (f) |
| |
Target
(#) (g) |
| |
Maximum
(#) (h) |
| ||||||||||||||||||||||||||||||||||||||||||||||||||
Mr. Thorn
|
| | | | — | | | | | | 687,500 | | | | | | 1,375,000 | | | | | | 2,750,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 3/11/19 | | | | | | — | | | | | | — | | | | | | — | | | | | | 36,264 | | | | | | 72,528 | | | | | | 108,792 | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,640,019 | | | ||
| | | 3/11/19 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 48,351 | | | | | | | | | | | | | | | | | | 1,759,976 | | | ||
Mr. Ramsden
|
| | | | — | | | | | | 210,000 | | | | | | 420,000 | | | | | | 840,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 9/15/19 | | | | | | — | | | | | | — | | | | | | — | | | | | | 10,385 | | | | | | 20,770 | | | | | | 31,155 | | | | | | — | | | | | | — | | | | | | — | | | | | | 472,518 | | | ||
| | | 9/15/19 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 20,439 | | | | | | | | | | | | | | | | | | 464,988 | | | ||
Ms. Bachmann
|
| | | | — | | | | | | 236,032 | | | | | | 472,065 | | | | | | 944,130 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 3/11/19 | | | | | | — | | | | | | — | | | | | | — | | | | | | 14,590 | | | | | | 29,180 | | | | | | 43,770 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,062,152 | | | ||
| | | 3/11/19 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 19,453 | | | | | | | | | | | | | | | | | | 708,089 | | | ||
Mr. Schlonsky
|
| | | | — | | | | | | 154,080 | | | | | | 308,160 | | | | | | 616,320 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 3/11/19 | | | | | | — | | | | | | — | | | | | | — | | | | | | 9,524 | | | | | | 19,049 | | | | | | 28,573 | | | | | | — | | | | | | — | | | | | | — | | | | | | 693,384 | | | ||
| | | 3/11/19 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 12,698 | | | | | | | | | | | | | | | | | | 462,207 | | | ||
Mr. Robins
|
| | | | — | | | | | | 150,000 | | | | | | 300,000 | | | | | | 600,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 3/11/19 | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,786 | | | | | | 17,573 | | | | | | 26,359 | | | | | | — | | | | | | — | | | | | | — | | | | | | 639,657 | | | ||
| | | 3/11/19 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 11,714 | | | | | | | | | | | | | | | | | | 426,390 | | | ||
Mr. Johnson
|
| | | | — | | | | | | 184,898 | | | | | | 369,795 | | | | | | 739,590 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | |
| | | 3/11/19 | | | | | | — | | | | | | — | | | | | | — | | | | | | 11,430 | | | | | | 22,859 | | | | | | 34,289 | | | | | | — | | | | | | — | | | | | | | | | | | | 832,068 | | | ||
| | | 3/11/19 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 15,238 | | | | | | | | | | | | — | | | | | | 554,663 | | |
| | |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||||||||||||||||||||||||||||||||
Name
(a) |
| |
Number
of Securities Underlying Unexercised Options (#) Exercisable (b) |
| |
Number
of Securities Underlying Unexercised Options (#) Unexercisable (c) |
| |
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d) |
| |
Option
Exercise Price ($)(1) (e) |
| |
Option
Expiration Date (f) |
| |
Number of
Shares or Units of Stock That Have Not Vested (#)(2) (g) |
| |
Market
Value of Shares or Units of Stock That Have Not Vested ($)(4) (h) |
| |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) (i) |
| |
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4) (j) |
| |||||||||||||||||||||||||||
Mr. Thorn
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 94,336 | | | | | | 2,552,732 | | | | | | 72,528 | | | | | | 1,962,608 | | |
Mr. Ramsden
|
| | | | | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | 20,439 | | | | | | 553,079 | | | | | | 20,770 | | | | | | 562,036 | | |
Ms. Bachmann
|
| | | | 40,000 | | | | | | — | | | | | | — | | | | | | 35.72 | | | | | | 3/8/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 49,715 | | | | | | 1,345,288 | | | | | | 70,398 | | | | | | 1,904,970 | | |
Mr. Schlonsky
|
| | | | 20,000 | | | | | | — | | | | | | — | | | | | | 35.72 | | | | | | 3/8/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 32,452 | | | | | | 878,151 | | | | | | 45,956 | | | | | | 1,243,569 | | |
Mr. Robins
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 28,945 | | | | | | 783,252 | | | | | | 39,431 | | | | | | 1,067,003 | | |
Mr. Johnson
|
| | | | 40,000 | | | | | | | | | | | | — | | | | | | 35.72 | | | | | | 3/8/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 31,629 | | | | | | 855,881 | | | | | | — | | | | | | — | | |
| | |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||
Name
(a) |
| |
Number of Shares
Acquired on Exercise (#) (b) |
| |
Value Realized
on Exercise ($)(1) (c) |
| |
Number of Shares
Acquired on Vesting (#) (d) |
| |
Value Realized
on Vesting ($)(2) (e) |
| ||||||||||||
Mr. Thorn
|
| | | | — | | | | | | — | | | | | | 22,649 | | | | | | 498,278 | | |
Mr. Ramsden
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Ms. Bachmann
|
| | | | — | | | | | | — | | | | | | 58,045 | | | | | | 1,882,462 | | |
Mr. Schlonsky
|
| | | | 5,000 | | | | | | 40,850 | | | | | | 25,542 | | | | | | 947,904 | | |
Mr. Robins
|
| | | | — | | | | | | — | | | | | | 16,637 | | | | | | 615,488 | | |
Mr. Johnson
|
| | | | — | | | | | | — | | | | | | 30,651 | | | | | | 1,137,506 | | |
Name
(a) |
| |
Executive
Contributions in Last FY ($)(1) (b) |
| |
Registrant
Contributions in Last FY ($) (c) |
| |
Aggregate
Earnings in Last FY ($)(2) (d) |
| |
Aggregate
Withdrawals/ Distributions ($) (e) |
| |
Aggregate
Balance at Last FYE ($)(3) (f) |
| |||||||||||||||
Mr. Thorn
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Mr. Ramsden
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Ms. Bachmann
|
| | | | — | | | | | | — | | | | | | 190,868 | | | | | | — | | | | | | 1,465,081 | | |
Mr. Schlonsky
|
| | | | 25,680 | | | | | | — | | | | | | 155,222 | | | | | | — | | | | | | 1,085,922 | | |
Mr. Robins
|
| | | | — | | | | | | — | | | | | | 30,004 | | | | | | — | | | | | | 171,377 | | |
Mr. Johnson
|
| | | | 105,818 | | | | | | — | | | | | | 295,331 | | | | | | 170,128 | | | | | | 2,426,874 | | |
| | |
Event Occurring at February 1, 2020
|
| |||||||||||||||||||||||||||||||||||||||
| | |
Voluntary
Termination/ For Cause ($) |
| |
Involuntary
Termination without Cause ($) |
| |
Retirement
($) |
| |
Termination
upon Disability ($) |
| |
Termination
upon Death ($) |
| |
Termination
in Connection with a Change in Control ($) |
| |
Change in
Control (without termination) ($) |
| |||||||||||||||||||||
Salary/Salary Continuation ($)
|
| | | | — | | | | | | 2,200,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,200,000 | | | | | | — | | |
Non-Equity Incentive Plan Compensation ($)
|
| | | | — | | | | | | 976,113 | | | | | | — | | | | | | 976,113 | | | | | | 976,113 | | | | | | 4,125,000 | | | | | | — | | |
Healthcare Coverage ($)
|
| | | | — | | | | | | 59,314 | | | | | | — | | | | | | — | | | | | | — | | | | | | 59,314 | | | | | | — | | |
Long-Term Disability Benefit ($)
|
| | | | — | | | | | | — | | | | | | — | | | | | | 25,000 | | | | | | — | | | | | | — | | | | | | — | | |
Outplacement Benefits ($)
|
| | | | — | | | | | | 40,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Accelerated Equity Awards ($)
|
| | | | — | | | | | | 612,722 | | | | | | — | | | | | | 1,294,043 | | | | | | 1,294,043 | | | | | | 4,729,372 | | | | | | 4,729,372 | | |
Total ($)
|
| | | | — | | | | | | 3,888,149 | | | | | | — | | | | | | 2,295,156 | | | | | | 2,270,156 | | | | | | 11,113,686 | | | | | | 4,729,372 | | |
| | |
Event Occurring at February 1, 2020
|
| |||||||||||||||||||||||||||||||||||||||
| | |
Voluntary
Termination/ For Cause ($) |
| |
Involuntary
Termination without Cause ($) |
| |
Retirement
($) |
| |
Termination
upon Disability ($) |
| |
Termination
upon Death ($) |
| |
Termination
in Connection with a Change in Control ($) |
| |
Change in
Control (without termination) ($) |
| |||||||||||||||||||||
Salary/Salary Continuation ($)
|
| | | | — | | | | | | 1,400,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,400,000 | | | | | | — | | |
Non-Equity Incentive Plan Compensation ($)
|
| | | | — | | | | | | 177,519 | | | | | | — | | | | | | 177,519 | | | | | | 177,519 | | | | | | 1,260,000 | | | | | | — | | |
Healthcare Coverage ($)
|
| | | | — | | | | | | 82,791 | | | | | | — | | | | | | — | | | | | | — | | | | | | 82,791 | | | | | | — | | |
Long-Term Disability Benefit ($)
|
| | | | — | | | | | | — | | | | | | — | | | | | | 25,000 | | | | | | — | | | | | | — | | | | | | — | | |
Outplacement Benefits ($)
|
| | | | — | | | | | | 25,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Accelerated Equity Awards ($)
|
| | | | — | | | | | | 71,464 | | | | | | — | | | | | | 144,105 | | | | | | 144,105 | | | | | | 1,127,478 | | | | | | 1,127,478 | | |
Total ($)
|
| | | | — | | | | | | 1,756,774 | | | | | | — | | | | | | 346,624 | | | | | | 321,624 | | | | | | 3,870,269 | | | | | | 1,127,478 | | |
| | |
Event Occurring at February 1, 2020
|
| |||||||||||||||||||||||||||||||||||||||
| | |
Voluntary
Termination/ For Cause ($) |
| |
Involuntary
Termination without Cause ($) |
| |
Retirement
($) |
| |
Termination
upon Disability ($) |
| |
Termination
upon Death ($) |
| |
Termination
in Connection with a Change in Control ($) |
| |
Change in
Control (without termination) ($) |
| |||||||||||||||||||||
Salary/Salary Continuation ($)
|
| | | | — | | | | | | 1,573,550 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,573,550 | | | | | | — | | |
Non-Equity Incentive Plan Compensation ($)
|
| | | | — | | | | | | 335,119 | | | | | | 335,119 | | | | | | 335,119 | | | | | | 335,119 | | | | | | 1,888,260 | | | | | | — | | |
Healthcare Coverage ($)
|
| | | | — | | | | | | 59,314 | | | | | | — | | | | | | — | | | | | | — | | | | | | 59,314 | | | | | | — | | |
Long-Term Disability Benefit ($)
|
| | | | — | | | | | | — | | | | | | — | | | | | | 25,000 | | | | | | — | | | | | | — | | | | | | — | | |
Outplacement Benefits ($)
|
| | | | — | | | | | | 25,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Accelerated Equity Awards ($)
|
| | | | — | | | | | | 866,537 | | | | | | 1,779,732 | | | | | | 1,779,732 | | | | | | 1,779,732 | | | | | | 3,504,021 | | | | | | 3,504,021 | | |
Total ($)
|
| | | | — | | | | | | 2,859,520 | | | | | | 2,114,851 | | | | | | 2,139,851 | | | | | | 2,114,851 | | | | | | 7,025,145 | | | | | | 3,504,021 | | |
| | |
Event Occurring at February 1, 2020
|
| |||||||||||||||||||||||||||||||||||||||
| | |
Voluntary
Termination/ For Cause ($) |
| |
Involuntary
Termination without Cause ($) |
| |
Retirement
($) |
| |
Termination
upon Disability ($) |
| |
Termination
upon Death ($) |
| |
Termination
in Connection with a Change in Control ($) |
| |
Change in
Control (without termination) ($) |
| |||||||||||||||||||||
Salary/Salary Continuation ($)
|
| | | | — | | | | | | 1,027,200 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,027,200 | | | | | | — | | |
Non-Equity Incentive Plan Compensation ($)
|
| | | | — | | | | | | 218,763 | | | | | | — | | | | | | 218,763 | | | | | | 218,763 | | | | | | 924,480 | | | | | | — | | |
Healthcare Coverage ($)
|
| | | | — | | | | | | 82,791 | | | | | | — | | | | | | — | | | | | | — | | | | | | 82,791 | | | | | | — | | |
Long-Term Disability Benefit ($)
|
| | | | — | | | | | | — | | | | | | — | | | | | | 25,000 | | | | | | — | | | | | | — | | | | | | — | | |
Outplacement Benefits ($)
|
| | | | — | | | | | | 25,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Accelerated Equity Awards ($)
|
| | | | — | | | | | | 565,605 | | | | | | — | | | | | | 1,161,720 | | | | | | 1,161,720 | | | | | | 2,287,373 | | | | | | 2,287,373 | | |
Total ($)
|
| | | | — | | | | | | 1,919,359 | | | | | | — | | | | | | 1,405,483 | | | | | | 1,380,483 | | | | | | 4,321,844 | | | | | | 2,287,373 | | |
| | |
Event Occurring at February 1, 2020
|
| |||||||||||||||||||||||||||||||||||||||
| | |
Voluntary
Termination/ For Cause ($) |
| |
Involuntary
Termination without Cause ($) |
| |
Retirement
($) |
| |
Termination
upon Disability ($) |
| |
Termination
upon Death ($) |
| |
Termination
in Connection with a Change in Control ($) |
| |
Change in
Control (without termination) ($) |
| |||||||||||||||||||||
Salary/Salary Continuation ($)
|
| | | | — | | | | | | 1,000,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,000,000 | | | | | | — | | |
Non-Equity Incentive Plan Compensation ($)
|
| | | | — | | | | | | 212,970 | | | | | | — | | | | | | 212,970 | | | | | | 212,970 | | | | | | 900,000 | | | | | | — | | |
Healthcare Coverage ($)
|
| | | | — | | | | | | 82,791 | | | | | | — | | | | | | — | | | | | | — | | | | | | 82,791 | | | | | | — | | |
Long-Term Disability Benefit ($)
|
| | | | — | | | | | | — | | | | | | — | | | | | | 25,000 | | | | | | — | | | | | | — | | | | | | — | | |
Outplacement Benefits ($)
|
| | | | — | | | | | | 25,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Accelerated Equity Awards ($)
|
| | | | — | | | | | | 503,668 | | | | | | — | | | | | | 1,008,564 | | | | | | 1,008,564 | | | | | | 1,991,728 | | | | | | 1,991,728 | | |
Total ($)
|
| | | | — | | | | | | 1,824,429 | | | | | | — | | | | | | 1,246,534 | | | | | | 1,221,534 | | | | | | 3,974,519 | | | | | | 1,991,728 | | |
| | |
Event Occurring at September 27, 2019
|
| |||||||||||||||||||||||||||||||||||||||
| | |
Voluntary
Termination/ For Cause ($) |
| |
Involuntary
Termination without Cause ($) |
| |
Retirement
($) |
| |
Termination
upon Disability ($) |
| |
Termination
upon Death ($) |
| |
Termination
in Connection with a Change in Control ($) |
| |
Change in
Control (without termination) ($) |
| |||||||||||||||||||||
Salary/Salary Continuation ($)
|
| | | | — | | | | | | 1,232,650 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Non-Equity Incentive Plan Compensation ($)
|
| | | | — | | | | | | 173,088 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Healthcare Coverage ($)
|
| | | | — | | | | | | 82,791 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Long-Term Disability Benefit ($)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Outplacement Benefits ($)
|
| | | | — | | | | | | 25,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Accelerated Equity Awards ($)
|
| | | | — | | | | | | 917,045 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Total ($)
|
| | | | — | | | | | | 2,430,574 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | |
($ in thousands)
|
| |
Fiscal 2018
($) |
| |
Fiscal 2019
($) |
| ||||||
Audit Fees
|
| | | | 1,400 | | | | | | 1,400 | | |
Audit-Related Fees(1)
|
| | | | 125 | | | | | | 20 | | |
Tax Fees
|
| | | | 40 | | | | | | 40 | | |
All Other Fees(2)
|
| | | | 2 | | | | | | 2 | | |
Total Fees
|
| | | | 1,567 | | | | | | 1,462 | | |
| | | | | 75 | | | |
| | | | | 75 | | | |
| | | | | 79 | | | |
| | | | | 80 | | | |
| | | | | 81 | | | |
| | | | | 81 | | | |
| | | | | 83 | | | |
| | | | | 84 | | | |
| | | | | 85 | | | |
| | | | | 86 | | | |
| | | | | 89 | | | |
| | | | | 89 | | | |
| | | | | 90 | | | |
| | | | | 90 | | | |
| | | | | 91 | | | |
| | | | | 91 | | | |
| | | | | 91 | | | |
| | | | | 91 | | | |
| | | | | 92 | | | |
| | | | | 93 | | | |
| | | | | 94 | | | |
| | | | | 94 | | | |
| | | | | 94 | | |