PRE 14A
0001132105falsePRE 14A0001132105ecd:PeoMemberspwh:YearOverYearChangeInFairValueOfOutstandingUnvestedStockAndOptionAwardsFromPriorYearsMember2020-02-022021-01-300001132105spwh:AverageYearEndFairValueForOutstandingAndUnvestedStockAndOptionAwardsGrantedInTheCoveredYearMemberecd:NonPeoNeoMember2021-01-312022-01-290001132105ecd:PeoMemberspwh:YearEndFairValueForOutstandingAndUnvestedStockAndOptionAwardsGrantedInTheCoveredYearMember2021-01-312022-01-290001132105ecd:PeoMemberspwh:YearEndFairValueForOutstandingAndUnvestedStockAndOptionAwardsGrantedInTheCoveredYearMember2022-01-302023-01-280001132105spwh:AverageChangeInFairValueOfStockAndOptionAwardsFromPriorYearsThatVestedInTheCoveredYearMemberecd:NonPeoNeoMember2022-01-302023-01-280001132105ecd:PeoMemberspwh:YearOverYearChangeInFairValueOfOutstandingUnvestedStockAndOptionAwardsFromPriorYearsMember2021-01-312022-01-290001132105spwh:YearOverYearChangeInFairValueOfStockAndOptionAwardsFromPriorYearsThatVestedInTheCoveredYearMemberecd:PeoMember2021-01-312022-01-290001132105ecd:PeoMemberspwh:StockAndOptionAwardValuesReportedInSummaryCompensationTableForTheCoveredYearMember2021-01-312022-01-290001132105spwh:AverageChangeInFairValueOfStockAndOptionAwardsFromPriorYearsThatVestedInTheCoveredYearMemberecd:NonPeoNeoMember2021-01-312022-01-290001132105spwh:AverageEndOfPriorYearFairValueOfStockAndOptionAwardsForfeitedDuringTheCoveredYearMemberecd:NonPeoNeoMember2021-01-312022-01-290001132105ecd:PeoMemberspwh:StockAndOptionAwardValuesReportedInSummaryCompensationTableForTheCoveredYearMember2022-01-302023-01-2800011321052021-01-312022-01-290001132105ecd:NonPeoNeoMemberspwh:AverageStockAndOptionAwardValuesReportedInSummaryCompensationTableForTheCoveredYearMember2020-02-022021-01-30000113210512022-01-302023-01-28000113210522022-01-302023-01-28000113210532022-01-302023-01-280001132105spwh:YearOverYearChangeInFairValueOfStockAndOptionAwardsFromPriorYearsThatVestedInTheCoveredYearMemberecd:PeoMember2020-02-022021-01-300001132105spwh:YearOverYearChangeInFairValueOfStockAndOptionAwardsFromPriorYearsThatVestedInTheCoveredYearMemberecd:PeoMember2022-01-302023-01-2800011321052020-02-022021-01-300001132105ecd:PeoMemberspwh:YearOverYearChangeInFairValueOfOutstandingUnvestedStockAndOptionAwardsFromPriorYearsMember2022-01-302023-01-280001132105spwh:AverageYearOverYearChangeInFairValueOfOutstandingUnvestedStockAndOptionAwardsFromPriorYearsMemberecd:NonPeoNeoMember2022-01-302023-01-280001132105spwh:AverageYearEndFairValueForOutstandingAndUnvestedStockAndOptionAwardsGrantedInTheCoveredYearMemberecd:NonPeoNeoMember2020-02-022021-01-300001132105ecd:NonPeoNeoMemberspwh:AverageStockAndOptionAwardValuesReportedInSummaryCompensationTableForTheCoveredYearMember2021-01-312022-01-290001132105spwh:AverageYearEndFairValueForOutstandingAndUnvestedStockAndOptionAwardsGrantedInTheCoveredYearMemberecd:NonPeoNeoMember2022-01-302023-01-280001132105spwh:AverageChangeInFairValueOfStockAndOptionAwardsFromPriorYearsThatVestedInTheCoveredYearMemberecd:NonPeoNeoMember2020-02-022021-01-300001132105ecd:NonPeoNeoMemberspwh:AverageStockAndOptionAwardValuesReportedInSummaryCompensationTableForTheCoveredYearMember2022-01-302023-01-280001132105spwh:AverageYearOverYearChangeInFairValueOfOutstandingUnvestedStockAndOptionAwardsFromPriorYearsMemberecd:NonPeoNeoMember2020-02-022021-01-300001132105ecd:PeoMemberspwh:YearEndFairValueForOutstandingAndUnvestedStockAndOptionAwardsGrantedInTheCoveredYearMember2020-02-022021-01-300001132105ecd:PeoMemberspwh:StockAndOptionAwardValuesReportedInSummaryCompensationTableForTheCoveredYearMember2020-02-022021-01-3000011321052022-01-302023-01-28xbrli:pureiso4217:USD

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant

Filed by a party other than the Registrant

Check the appropriate box:

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 under § 240.14a-12

 

 

SPORTSMAN’S WAREHOUSE HOLDINGS, INC.

(Name of Registrant as Specified In Its Charter)

 

 

Not applicable

(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

 

REHOUSE SPORTSMAN’S WAREHOUSE 2023 Annual Meeting Of Stockholders and Proxy Statement\

 


 

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Dear Fellow Stockholder:

 

You are cordially invited to attend the 2023 annual meeting of stockholders (the “Annual Meeting”) of Sportsman’s Warehouse Holdings, Inc., a Delaware corporation (which we refer to as “Sportsman’s Warehouse,” “we” or “us”), that will be held on Wednesday, June 7, 2023, at 8:00 a.m. Mountain Time. We have determined that the Annual Meeting will be a virtual meeting of stockholders conducted via live audiocast on the Internet. You may listen to and participate in the Annual Meeting by going to www.virtualshareholdermeeting.com/SPWH2023. You will be able to access the meeting using the control number found on your Notice of Internet Availability, proxy card or voting instruction form, as applicable. You will not be able to attend the Annual Meeting in person. For purposes of attendance at the Annual Meeting, all references in the accompanying Proxy Statement to “present in person” or “in person” shall mean virtually present at the Annual Meeting.

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Details of the business to be conducted at the Annual Meeting and instructions for how to participate in the Annual Meeting are set forth in the accompanying proxy materials, including the Notice of 2023 Annual Meeting of Stockholders and Proxy Statement. Only stockholders of record and beneficial owners at the close of business on April 20, 2023 are entitled to notice of and to vote at the Annual Meeting and any adjournments or postponements thereof.

We are furnishing our proxy materials to our stockholders over the Internet. On or about April , 2023, we are mailing a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) to our stockholders of record that did not request to receive printed copy of our proxy materials, including the Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended January 28, 2023, or are otherwise receiving our proxy materials electronically by email. Brokers, banks and other nominees who hold shares on behalf of beneficial owners will be sending their own similar Notice of Internet Availability to the beneficial owners. The Notice of Internet Availability contains instructions for how stockholders can access our proxy materials over the Internet and vote their shares. All stockholders who do not receive a Notice of Internet Availability will receive a printed copy of the proxy materials by mail on or about April , 2023.

Whether or not you plan to attend the Annual Meeting, we encourage you to vote on the matters presented as soon as possible. If you participate in and vote your shares at the Annual Meeting, your proxy will not be used.

Thank you for your continued support and interest in Sportsman’s Warehouse.

 

Sincerely,

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Joseph P. Schneider

Interim President and Interim Chief Executive Officer

Chair of the Board of Directors

April , 2023

 

 

 

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2023 Proxy Statement

 


 

 

 

 

PROXY SUMMARY

 

 

SPORTSMAN’S WAREHOUSE HOLDINGS, INC.

1475 WEST 9000 SOUTH, SUITE A

WEST JORDAN, UTAH 84088

NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 7, 2023

 

Annual Meeting of Stockholders

 

 

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Date & Time

 

 

 

 

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Location of Meeting

 

 

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Record Date

June 7, 2023, at 8:00 a.m. Mountain Time

 

The meeting will be held virtually, via live audiocast at www.virtualshareholdermeeting.com/SPWH2023

 

Close of business on

April 20, 2023

 

The purposes of the Annual Meeting are to:

 

Proposal

 

Board Recommendation

1

Elect the two Class III directors named in the accompanying Proxy Statement to serve until the Company’s 2026 annual meeting of stockholders and until their respective successors are duly elected and qualified, or until their earlier death, resignation or removal;

 

 

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Vote FOR each of the director nominees

2

Approve an amendment and restatement of the Company’s Amended and Restated Certificate of Incorporation to declassify the Board of Directors and remove obsolete provisions;

 

 

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Vote FOR

3

Ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 3, 2024 (fiscal year 2023);

 

 

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Vote FOR

4

Approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the accompanying Proxy Statement;

 

 

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Vote FOR

 

5        Transact such other business as may properly come before the Annual Meeting or 5       any postponements or adjournments thereof.

 

 

 

 

We have elected to provide internet access to our proxy materials, which include the accompanying Proxy Statement, in lieu of mailing printed copies. On or about April , 2023, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (“Notice”) containing instructions on how to access the Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended January 28, 2023 (“2022 Annual Report”).

You may listen to and participate in the Annual Meeting by going to www.virtualshareholdermeeting.com/SPWH2023. You will be able to access the meeting using the control number found on your Notice, proxy card or voting instruction

 

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2023 Proxy Statement

 


 

PROXY SUMMARY

 

form, as applicable. The accompanying Proxy Statement provides detailed information about the Annual Meeting. We encourage you to read the Proxy Statement carefully and in its entirety.

The Board of Directors has fixed the close of business on April 20, 2023 as the record date for determining the stockholders entitled to receive notice of and to vote at the Annual Meeting. A list of all stockholders entitled to vote at the Annual Meeting will be available for examination at our principal executive offices at 1475 West 9000 South, Suite A, West Jordan, Utah 84088, for ten days before the Annual Meeting, and during the Annual Meeting such list will be available for examination by following the link on the virtual meeting platform.

Whether or not you plan to be virtually present at the Annual Meeting, we encourage you to submit your proxy or voting instructions as soon possible to instruct how your shares are to be voted at the Annual Meeting and to help ensure the presence of a quorum at the Annual Meeting. Voting now via proxy will not limit your right to change your vote or to attend the virtual Annual Meeting.

 

By order of the Board of Directors,

 

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Jeff White

Chief Financial Officer and Secretary

 

April , 2023

 

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2023 Proxy Statement

 


i

 

TABLE OF CONTENTS

 

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

3

 

PROPOSAL 1 – ELECTION OF DIRECTORS

9

 

PROPOSAL 2 – APPROVAL OF DECLASSIFICATION AMENDMENT

18

 

CORPORATE GOVERNANCE

20

 

EXECUTIVE OFFICERS

27

 

COMPENSATION DISCUSSION AND ANALYSIS

28

 

EXECUTIVE COMPENSATION TABLES

37

 

CEO PAY RATIO

 

50

 

 

 

PAY VERSUS PERFORMANCE

 

51

 

 

 

DIRECTOR COMPENSATION

56

 

EQUITY COMPENSATION PLAN INFORMATION

59

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

60

 

DELINQUENT SECTION 16(A) REPORTS

62

 

TRANSACTIONS WITH RELATED PERSONS

63

 

PROPOSAL 3 – RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

64

 

REPORT OF THE AUDIT COMMITTEE

66

 

PROPOSAL 4 – APPROVAL, ON AN ADVISORY BASIS, OF NAMED EXECUTIVE OFFICER COMPENSATION

67

 

PROPOSALS OF STOCKHOLDERS AND DIRECTOR NOMINATIONS FOR 2023 ANNUAL MEETING

68

 

OTHER MATTERS

69

 

ANNUAL REPORT TO STOCKHOLDERS

70

 

APPENDIX A – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

A-1

 

 

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2023 Proxy Statement

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ii

 

 

 

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2023 Proxy Statement

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Proxy Statement on Schedule 14A (this “Proxy Statement”) contains forward-looking statements as that term is defined by the Private Securities Litigation Reform Act of 1995. These statements may concern our business, operations and financial performance and condition as well as our plans, objectives and expectations for our business operations and financial performance and condition, which are subject to risks and uncertainties. All statements other than statements of historical fact included in this Proxy Statement are forward-looking statements. These statements may include words such as “aim,” “anticipate,” “assume,” “believe,” “can have,” “could,” “due,” “estimate,” “expect,” “goal,” “intend,” “likely,” “may,” “objective,” “plan,” “potential,” “positioned,” “predict,” “should,” “target,” “will,” “would” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events or trends. For example, all statements we make relating to our plans and objectives for future operations, growth or initiatives and strategies are forward-looking statements.

These forward-looking statements are based on current expectations, estimates, forecasts and projections about our business and the industry in which we operate and our management’s beliefs and assumptions. We derive many of our forward-looking statements from our own operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that predicting the impact of known factors is very difficult, and we cannot anticipate all factors that could affect our actual results.

All of our forward-looking statements are subject to risks and uncertainties that may cause our actual results to differ materially from our expectations. Important factors that could cause actual results to differ materially from our expectations include, but are not limited to:

current and future government regulations, in particular regulations relating to the sale of firearms and ammunition, which may impact the supply and demand for our products and our ability to conduct our business;
our retail-based business model which is impacted by general economic and market conditions and economic, market and financial uncertainties that may cause a decline in consumer spending;
our concentration of stores in the Western United States which makes us susceptible to adverse conditions in this region, and could affect our sales and cause our operating results to suffer;
the highly fragmented and competitive in which we operate and the potential for increased competition;
changes in consumer demands, including regional preferences, which we may not be able to identify and respond to in a timely manner;
our entrance into new markets or operations in existing markets, which may not be successful; and
the impact of general macroeconomic conditions, such as labor shortages, inflation, rising interest rates and tightening credit markets on our operations.

The above is not a complete list of factors or events that could cause actual results to differ from our expectations, and we cannot predict all of them. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements disclosed under the headings “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in our Annual Report on Form 10-K for the year ended January 28, 2023, as such disclosures may be amended, supplemented or superseded from time to time by other reports we file with the Securities and Exchange Commission (the “SEC”), including subsequent Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, and public communications. You should evaluate all forward-looking statements made in this Proxy Statement and otherwise in the context of these risks and uncertainties.

Potential investors and other readers are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on any forward-looking statements we make. These forward-looking statements speak only as of the date of this Proxy Statement and are not guarantees of future performance or developments and involve known and unknown risks, uncertainties and other factors that in many cases are beyond our control. Except as required by law, we undertake no obligation to update or revise any forward-looking statements publicly, whether as a result of new information, future developments or otherwise.

 

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 2023 Proxy Statement

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SPORTSMAN’S WAREHOUSE HOLDINGS, INC.

1475 WEST 9000 SOUTH, SUITE A

WEST JORDAN, UTAH 84088

PROXY STATEMENT FOR 2023 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 7, 2023

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of Sportsman’s Warehouse Holdings, Inc. (the “Board of Directors” or the “Board”) from the holders of shares of our common stock, par value $0.01 per share (our “Common Stock”), for the purposes set forth in this Proxy Statement for our 2023 Annual Meeting of Stockholders (including any adjournments, continuations or postponements thereof, the “Annual Meeting”). The Annual Meeting will be held virtually, via live audiocast at www.virtualshareholdermeeting.com/SPWH2023 on Wednesday, June 7, 2023, at 8:00 a.m. Mountain Time. You may listen to and participate in the Annual Meeting by going to www.virtualshareholdermeeting.com/SPWH2023.

We have elected to provide internet access to our proxy materials, which include the accompanying Proxy Statement, in lieu of mailing printed copies. On or about April , 2023, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”) containing instructions on how to access the Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended January 28, 2023 (the “2022 Annual Report”). The Notice of Internet Availability provides instructions on how to vote online or by telephone and how to receive a paper copy of your proxy materials by mail. The Proxy Statement and our 2022 Annual Report can be accessed directly at the internet address www.proxyvote.com using the control number located on the Notice of Internet Availability, on your proxy card or in the instructions that accompanied your proxy materials.

References throughout this Proxy Statement to “Sportsman’s Warehouse,” the “Company,” “we,” “us,” and “our” refer to Sportsman’s Warehouse Holdings, Inc. and its subsidiaries, and references to “Holdings” refer to Sportsman’s Warehouse Holdings, Inc. excluding its subsidiaries. References to (i) “fiscal year 2022” refer to our fiscal year ended January 28, 2023; (ii) “fiscal year 2021” refer to our fiscal year ended January 29, 2022; and (iii) “fiscal year 2020” refer to our fiscal year ended January 30, 2021.

IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDERS’ MEETING TO BE HELD ON JUNE 7, 2023

This Proxy Statement and our 2022 Annual Report are available on the Internet at www.proxyvote.com. These materials are also available on our corporate website at investors.sportsmans.com. References to our website in this Proxy Statement are provided for convenience only and the content on our website does not constitute part of this Proxy Statement.

 

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 2023 Proxy Statement

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QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

Why did I receive only a Notice of Internet Availability of Proxy Materials?

As permitted by the Securities and Exchange Commission (the “SEC”), we are furnishing our proxy materials, including our Notice of 2023 Annual Meeting Annual Meeting of Stockholders, Proxy Statement and 2022 Annual Report, to stockholders via mail the Internet. On or about April , 2023, we will mail a Notice of Internet Availability to stockholders of record that did not request to receive printed copies of our proxy materials or that are otherwise receiving our materials electronically by email, while brokers, banks and other nominees who hold shares on behalf of beneficial owners will be sending their own similar Notice of Internet Availability to the beneficial owners. The Notice of Internet Availability contains instructions on how stockholders can access and review our proxy materials via the Internet and vote their shares. The Notice of Internet Availability also contains instructions on how to request, free of charge, paper copies of the proxy materials.

We believe the delivery options that we have chosen will allow us to provide our stockholders with the proxy materials they need, while lowering the cost of the delivery of the materials and reducing the environmental impact of printing and mailing printed copies.

When and where is the Annual Meeting?

The Annual Meeting will be held virtually on Wednesday, June 7, 2023, at 8:00 a.m. Mountain Time, via live audiocast on the Internet. You may listen to and participate in the Annual Meeting by going to www.virtualshareholdermeeting.com/SPWH2023. You will be able to access the Annual Meeting using the control number found on your Notice of Internet Availability, proxy card or voting instruction form, as applicable.

Why is the Company holding the Annual Meeting in a virtual-only meeting format?

We believe a virtual-only meeting format facilitates stockholder attendance and participation by enabling all stockholders to participate fully, equally and without cost, using an Internet-connected device from any location around the world. In addition, the virtual-only meeting format increases our ability to engage with all stockholders, regardless of size, resources or physical location and enables us to protect the health and safety of all attendees. Sportsman’s Warehouse stockholders will be afforded the same opportunities to participate at the virtual Annual Meeting as they would at an in-person meeting.

What am I being asked to vote on at the Annual Meeting?

At the Annual Meeting, stockholders will act on the following matters:

1.
Election of the two Class III directors named in this Proxy Statement to serve until the Company’s 2026 annual meeting of stockholders and until their respective successors are duly elected and qualified, or until their earlier death, resignation or removal;
2.
Approval of an amendment and restatement of the Company’s Amended and Restated Certificate of Incorporation to declassify the Company’s Board of Directors and remove obsolete provisions (the “Declassification Amendment”);
3.
Ratification of the appointment of Grant Thornton LLP (“Grant Thornton”) as the Company’s independent registered public accounting firm for the fiscal year ending February 3, 2024 (“fiscal year 2023”); and
4.
Approval, on an advisory basis, of the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement.

 

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QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

 

Stockholders will also be asked to consider and transact such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof.

How does the Board recommend that I vote?

The Board recommends that you vote your shares of our Common Stock:

FOR” each of the two Class III director nominees named in this Proxy Statement;
FOR” the Declassification Amendment;
FOR” the ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year 2023; and
FOR” the approval, on an advisory basis, of the compensation of our named executive officers, as disclosed in the Proxy Statement.

Who may vote?

Only holders of record of our Common Stock, at the close of business on the record date for the Annual Meeting, April 20, 2023 (the “Record Date”), are entitled to notice of and to vote at the Annual Meeting. Holders of Common Stock are entitled to cast one vote for each share held by them on each matter to be voted upon. As of the Record Date, there were [_______] shares of Common Stock issued and outstanding and entitled to vote on the matters presented at the Annual Meeting. Our Common Stock is the only class of securities authorized to vote. Stockholders are not entitled to cumulative voting rights in the election of directors.

What must I do if I want to attend the Annual Meeting?

We will be hosting the Annual Meeting on the Internet via live audiocast. You will not be able to attend the Annual Meeting physically in person. All holders of shares of our Common Stock as of the close of business on the Record Date, including stockholders of record and stockholders who hold our Common Stock through a broker, bank or other nominee, may listen to and participate in the Annual Meeting by going to www.virtualshareholdermeeting.com/SPWH2023.

You will need the control number included on your Notice of Internet Availability, proxy card or voting instruction form (if you received a printed copy of the proxy materials) or included in the email to you (if you received the proxy materials by email) in order to be able to attend the Annual Meeting. Please note that if you hold your shares in street name, you may not vote your shares at the Annual Meeting unless you obtain a “legal proxy” from the broker, bank or other nominee that holds your shares, giving you the right to vote your shares at the Annual Meeting.

The Annual Meeting audiocast will begin at 8:00 a.m. Mountain Time. Stockholders may access the Annual Meeting beginning at 7:45 a.m. Mountain Time through www.virtualshareholdermeeting.com/SPWH2023. Stockholders will be able to submit questions by means of the “Ask a Question” field beginning at 7:45 a.m. on the morning of the Annual Meeting and throughout the duration of the meeting. Following the presentation of all proposals at the Annual Meeting, we will answer stockholder-submitted questions pertinent to meeting matters as time permits. Any questions that we are unable to address during the Annual Meeting will be answered on our website at investors.sportsmans.com following the Annual Meeting. If we receive substantially similar questions, we will group the questions together and provide a single response to avoid repetition. We will not answer any questions that are irrelevant to the purpose of the Annual Meeting or our business or that contain inappropriate or derogatory references which are not in good taste.

What happens if I experience technical difficulties during the Annual Meeting?

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting or submitting questions. If you encounter any difficulties accessing the virtual Annual Meeting during the check-in or

 

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2023 Proxy Statement

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QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

 

meeting time, please call the technical support number that will be provided in the meeting access email that will be sent approximately one hour prior to the Annual Meeting.

What constitutes a quorum?

The presence at the meeting, in person or by proxy, of the holders of a majority in voting power of the shares of Common Stock outstanding and entitled to vote at the Annual Meeting will constitute a quorum for the transaction of business at the Annual Meeting. Abstentions and broker non-votes will be counted for the purpose of determining whether a quorum is present. On the Record Date, there were [_______] shares of Common Stock and no shares of preferred stock outstanding and entitled to vote. Thus, the holders of [_______] shares of Common Stock must be present in person or represented by proxy at the Annual Meeting for a quorum to exist.

How do I vote my shares?

Voting at the Annual Meeting

All holders of shares of our Common Stock as of the close of business on the Record Date, including stockholders of record and stockholders who hold shares of our Common Stock in street name, may attend and vote their shares at the Annual Meeting. See above under “What must I do if I want to attend the Annual Meeting?”

Even if you plan to be virtually present at the Annual Meeting, we recommend that you submit your proxy or voting instructions in advance to authorize the voting of your shares at the Annual Meeting so that your vote will be counted if you later are unable to attend the Annual Meeting.

Submitting a Proxy or Voting Instructions

Submitting a Proxy for Shares Registered Directly in the Name of the Stockholder. If you hold your shares of our Common Stock as a record holder and you are reviewing a printed copy of this Proxy Statement, you may vote by completing, signing, dating and returning the enclosed proxy card in the accompanying prepaid envelope, or by submitting a proxy over the Internet or by telephone by following the instructions on the proxy card. If you hold your shares of Common Stock as a record holder and you are viewing this Proxy Statement on the Internet, you may vote by submitting a proxy over the Internet or by telephone by following the instructions on the Notice of Internet Availability previously mailed to you. If you submit a proxy by Internet or telephone, you need not return a written proxy card by mail.
Submitting Voting Instructions for Shares Registered in Street Name. If you hold your shares of our Common Stock in street name, which means your shares are held of record by a broker, bank or nominee, you will receive instructions from your broker, bank or other nominee on how to vote your shares. Your broker, bank or other nominee will allow you to deliver your voting instructions over the Internet and may also permit you to provide your voting instructions by telephone. In addition, if you received a printed copy of this Proxy Statement, you may submit your voting instructions by completing, signing and dating the voting instruction form that was included with this Proxy Statement and returning it in the accompanying prepaid envelope. If you provide voting instructions by Internet or telephone, you need not return a written voting instruction form by mail.

What is the deadline for voting my shares if I do not attend the Annual Meeting?

If you are a stockholder of record, your proxy must be received by telephone or the Internet by 11:59 p.m. Eastern Time on June 6, 2023 in order for your shares to be voted at the Annual Meeting. If you are a stockholder of record and received your proxy materials by mail, and you cause your shares to be voted by completing, signing, dating and returning the enclosed proxy card, your proxy card must be received before the Annual Meeting for your shares to be voted at the Annual Meeting.

 

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QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

 

If you hold your shares in street name, please comply with the deadlines for voting provided by the broker, bank or other nominee that holds your shares

What vote is required for adoption or approval of each matter to be voted on?

 

Proposal

Vote Required

Proposal 1: Election of Directors

Each director nominee will be elected at the Annual Meeting if the nominee receives a majority of the votes cast with respect to his or her election (that is, the number of votes cast “For” the nominee must exceed the number of votes cast “Against” the nominee).

Proposal 2: Approval of the Declassification Amendment

The affirmative vote of sixty-six and two-thirds percent (66 2/3%) of the voting power of our issued and outstanding shares of Common Stock.

Proposal 3: Ratification of the Appointment of our Independent Registered Public Accounting Firm

The affirmative vote of a majority in voting power of the shares of outstanding Common Stock present in person or represented by proxy and entitled to vote on the

Proposal 4: Approval, on an Advisory Basis, of the Compensation of our Named Executive Officers

The affirmative vote of a majority in voting power of the shares of outstanding Common Stock present in person or represented by proxy and entitled to vote on the matter.

What happens if I do not give specific voting instructions?

If you are a stockholder of record and you properly submit a signed proxy card or submit your proxy by telephone or the Internet, but do not specify how you want to vote your shares on a particular proposal, then the named proxy holders will vote your shares in accordance with the recommendations of the Board on all matters presented in this proxy statement. See above under the heading “How does the Board recommend that I vote?”

In accordance with applicable stock exchange rules, if you hold your shares through a brokerage account and you fail to provide voting instructions to your broker, your broker may generally vote your uninstructed shares of our Common Stock in its discretion on routine matters at a stockholder meeting. However, a broker cannot vote shares of our Common Stock held in street name on non-routine matters unless the broker receives voting instructions from the stockholder. Generally, if a broker exercises this discretion on routine matters at a stockholder meeting, a stockholder’s shares will be voted on the routine matter in the manner directed by the broker, but will constitute a “broker non-vote” on all of the non-routine matters to be presented at the stockholder meeting. Proposal 1 (election of directors), Proposal 2 (approval of the Declassification Amendment), Proposal 4 (approval, on an advisory basis, of the compensation of the Company’s named executive officers) are considered non-routine matters under applicable stock exchange rules. Proposal 3 (ratification of Grant Thornton as our independent registered public accounting firm) is considered a routine matter.

Consequently, if you hold your shares in street name through a brokerage account and do not submit voting instructions to your broker, your broker may exercise its discretion to vote your shares on Proposal 3, but will not be permitted to vote your shares on Proposals 1, 2 or 4 or on any other business as may properly come before the Annual Meeting. If your broker exercises this discretion on Proposal 3, your shares will be counted as present for determining the presence of a quorum at the Annual Meeting and will be voted on Proposal 3 in the manner directed by your broker, but your shares will constitute broker non-votes on Proposal 1, 2 or 4 at the Annual Meeting.

 

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QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

 

What are my choices for casting my vote on each matter to be voted on?

Your choices for casting your vote on each proposal to be voted on at the Annual Meeting are as follows:

 

Proposal

Voting Options

Effect of Abstentions

Broker Discretionary Voting Allowed?

Effect of Broker Non-Votes

Proposal 1: Election of Directors

“For,” “Against,” or “Abstain” with respect to each of the three director nominees

None. Not counted as a “vote cast”

No

None. Not counted as a “vote cast.”

Proposal 2: Approval of the Declassification Amendment

 

“For,” “Against,” or “Abstain”

 

Vote “Against” the proposal

 

No

 

Vote “Against” the proposal.

Proposal 3: Ratification of the Appointment of our Independent Registered Public Accounting Firm

“For,” “Against,” or “Abstain”

Vote “Against” the proposal

Yes

Not applicable.

Proposal 4: Approval, on an Advisory Basis, of the Compensation of our Named Executive Officers

“For,” “Against,” or “Abstain”

Vote “Against” the proposal

No

 

None.

How will voting on any other business be conducted?

Although the Board does not know of any business to be considered at the Annual Meeting other than the items described in this Proxy Statement, if any other business properly comes before the Annual Meeting, a stockholder’s properly submitted proxy gives authority to the proxy holders to vote on those matters in their discretion.

How can I change or revoke my proxy?

If you are a stockholder of record, you may change or revoke a previously submitted proxy at any time before it is exercised by one of the following methods:​

delivering a later dated proxy card;
submitting another proxy by telephone or the Internet (your latest telephone or Internet voting instructions will be followed);
delivering to the Secretary of Sportsman’s Warehouse at our principal executive offices a written notice of revocation prior to the voting of the proxy at the Annual Meeting; or
by voting in person at the Annual Meeting. Attendance at the Annual Meeting will not, by itself, revoke your proxy.

​Written notices of revocation should be addressed to:

Sportsman’s Warehouse Holdings, Inc.
Attn: Secretary
1475 West 9000 South, Suite A
West Jordan, Utah 84088

 

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QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

 

Any change to your proxy that is provided by telephone or the Internet must be submitted before the deadlines set forth above under “What is the deadline for voting my shares if I do not attend the Annual Meeting?”

If your shares are held in street name, you must contact your broker, bank or other nominee to find out how to change or revoke your voting instructions.

Who will bear the cost of this proxy solicitation?

We will bear the cost of solicitation of proxies. This includes the charges and expenses of preparing, assembling, and mailing the Notice of Internet Availability, Proxy Statement, and other soliciting materials and the charges and expenses of brokerage firms and others for forwarding solicitation materials to beneficial owners of our issued and outstanding Common Stock. Proxies will be solicited by mail, and may be solicited personally by directors, officers, or our employees, who will not receive any additional compensation for any such services. We have also retained Morrow Sodali LLC (“Morrow Sodali”) as our “proxy solicitor” to assist in the solicitation of proxies. For these proxy solicitation services, Morrow Sodali will receive an estimated fee of approximately $8,500 plus reasonable out-of-pocket expenses and fees for any additional services.

Where can I find the voting results of the Annual Meeting?

Our intention is to announce the preliminary voting results at the Annual Meeting and to publish the final results within four business days after the Annual Meeting on a Current Report on Form 8-K to be filed with the SEC and which we will make available on our website at investors.sportsmans.com under “Financials & Filings”.

What do I do if I receive more than one proxy or set of voting instructions?

​If you received more than one Notice of Internet Availability or more than one proxy card or voting instruction form (if you receive your proxy materials by mail), your shares may be registered in different names or with different addresses or are in more than one account. You must separately vote the shares shown on each Notice of Internet Availability, proxy card or voting instruction form that you received in order for all of your shares to be voted at the Annual Meeting.

If I share an address with another stockholder and received only one copy of the proxy materials, how do I obtain an additional copy?

We have adopted a procedure called “householding,” which the SEC has approved. Under this procedure, stockholders of record who have the same address and last name and did not receive a Notice of Internet Availability or otherwise receive their proxy materials electronically will receive only one copy of our proxy materials unless we receive contrary instructions from one or more of such stockholders. Upon oral or written request, we will deliver promptly a separate copy of the proxy materials to a stockholder at a shared address to which a single copy of proxy materials was delivered. If you are a stockholder of record at a shared address to which we delivered a single copy of the proxy materials and you desire to receive a separate copy of the proxy materials for the Annual Meeting or for our future meetings, or if you are a stockholder at a shared address to which we delivered multiple copies of the proxy materials and you desire to receive one copy in the future, please submit your request to the Householding Department of Broadridge Financial Solutions, Inc. at 51 Mercedes Way, Edgewood, New York 11717, or at 1-866-540-7095. If you are a beneficial stockholder, please contact your bank, broker or other nominee directly if you have questions, require additional copies of the proxy materials, wish to receive multiple reports by revoking your consent to householding or wish to request single copies of the proxy materials in the future.

 

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PROPOSAL 1 ELECTION OF DIRECTORS

Our Board of Directors is currently set at seven directors. Our Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”) and Amended and Restated Bylaws (“Bylaws”) currently provide for a classified, Board consisting of three classes of directors, each serving a staggered three-year term and with one class being elected at each year’s annual meeting of stockholders as follows:

the Class III directors are Mr. Hickey and Ms. Walsh, and their terms will expire at the Annual Meeting;
the Class I directors are Mr. Schneider and Mr. Williamson, and their terms will expire at our 2024 annual meeting of stockholders; and
the Class II directors are Ms. Bejar, Ms. Fortune and Mr. McBee, and their terms will expire at our 2025 annual meeting of stockholders.

Upon the expiration of the term of a class of directors, directors for that class will be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires. Each director’s term is subject to the election and qualification of his or her successor, or his or her earlier death, resignation or removal. Subject to any rights applicable to any then outstanding preferred stock, any vacancies on our Board may be filled only by the affirmative vote of a majority of the directors then in office.

If Proposal 2 (approval of the Declassification Amendment) is approved by our stockholders at the Annual Meeting, we will begin our phased transition to a declassified Board structure beginning at our 2024 annual meeting of stockholders. See “Proposal 2—Approval of Declassification Amendment” for additional information.

The Nominating and Governance Committee of the Board is responsible for reviewing and recommending to the Board from time to time the experience, qualifications, attributes, skills or other criteria desired for directors and director candidates. In considering candidates for nomination or appointment to the Board, the Board considers such factors such as whether the director candidate has relevant expertise upon which to be able to offer advice and guidance to management, has sufficient time to devote to the affairs of the Company, has demonstrated excellence in his or her field, has the ability to exercise sound business judgment and has the commitment to rigorously represent the long-term interests of the Company’s stockholders. Candidates for director nominees are reviewed in the context of the current composition of the Board, the operating requirements of the Company and the long-term interests of stockholders. In conducting its assessment, the Board considers diversity, age, skills, and such other factors as it deems appropriate given the current needs of the Board and the Company, to maintain a balance of knowledge, experiences, background and capability. Although we do not have a formal diversity policy, we believe it is important to have an appropriate mix of diversity for the optimal functionality of the Board. As of the date of this Proxy Statement, three of our seven directors self-identify as "diverse" as such term is defined in Listing Rule 5605(f) of The Nasdaq Stock Market LLC ("Nasdaq") with three directors who self-identify as female and one director who self-identifies as an “underrepresented minority” as such term is defined in Nasdaq Listing Rule 5605(f). In the case of incumbent directors whose terms of office are set to expire, the Board reviews such directors’ overall service to the Company during their term, including the number of meetings attended, level of participation, quality of performance, and any other relationships and transactions that might impair such directors’ independence.

All of our directors bring to the Board a wealth of executive leadership experience. Below we identify and describe the key experience, qualifications, and skills our directors bring to the Board that are important in light of our businesses and structure. The directors’ experiences, qualifications, and skills that the Board considers in their re-nominations are included in their individual biographies.

 

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PROPOSAL 1 ELECTION OF DIRECTORS

 

Nominees for Election as Class III Directors at the Annual Meeting

 

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Gregory P. Hickey, 72

Board Member

 

 

Director Since: April 2014

SPWH Committees:

Chair of the Audit Committee
Member of the Nominating and Governance Committee

 

Other U.S.-Listed Company

Directorships:

None

 

KEY EXPERIENCE AND QUALIFICATIONS

Accountant at PricewaterhouseCoopers LLP, serving as a partner since 1983.

CAREER HIGHLIGHTS

Held various positions during his time at PricewaterhouseCoopers LLP.
Served as partner-in-charge of the Los Angeles tax practice.
Served tax leader of the West Region and as the tax engagement partner for numerous publicly traded consumer products companies.
Additionally, between 1985 and 2006 served as Professor in the Masters of Taxation program at the University of Southern California.
President and a member of the board of directors of the Southern California Tennis Association.

EDUCATION

Bachelor of Science in Accounting from the University of Southern California.

 

 

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PROPOSAL 1 ELECTION OF DIRECTORS

 

 

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Nancy A. Walsh, 62

Board Member

 

 

Director Since: August 2022

SPWH Committees:

Member of the Audit Committee
Member of the Compensation Committee

 

Other U.S.-Listed Company

Directorships:

None

 

KEY EXPERIENCE AND QUALIFICATIONS

Chief Financial Officer of Katapult Holdings, Inc. (Nasdaq: KPLT) since December 2022.

CAREER HIGHLIGHTS

Served as the Executive Vice President and Chief Financial Officer of LL Flooring Holdings, Inc. (NYSE: LL), a specialty retailer of hard-surface floorings, from September 2019 to November 2022
Served from January 2018 until April 2019 as Executive Vice President and Chief Financial Officer of Pier 1 Imports, Inc., a home furnishing and decor retailer. Pier 1 Imports, Inc. filed for Chapter 11 bankruptcy protection in February 2020.
Served from November 2015 until December 2017 as Executive Vice President and Chief Financial Officer of The Bon-Ton Stores, Inc., a department store chain. The Bon-Ton Stores, Inc. filed for Chapter 11 bankruptcy protection in February 2018.
Served in various financial positions, including as Senior Vice President of Finance, with Tapestry, Inc. (NYSE: TPR), formerly known as Coach, Inc., a fashion handbag, leather goods and apparel retailer from March 1999 to December 2013.

EDUCATION

Bachelor of Science in Zoology from the University of New Hampshire and holds a Master of Business Administration from Northeastern University.

 

 

 

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PROPOSAL 1 ELECTION OF DIRECTORS

 

Class I Directors Continuing in Office Until Our 2024 Annual Meeting of Stockholders

 

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Joseph P. Schneider, 63

Interim President and Interim Chief Executive Officer

 

 

Director Since: April 2014

SPWH Committees:

None

Other U.S.-Listed Company

Directorships:

None

 

KEY EXPERIENCE AND QUALIFICATIONS

Chairman of the Board of Sportsman's Warehouse Holdings, Inc. since April 2019.

CAREER HIGHLIGHTS

Served as President and Chief Executive Officer of LaCrosse Footwear Inc., a publicly traded footwear company from 2000 until its acquisition by ABC-Mart in August 2012.
Additionally, he served on the board of directors of LaCrosse Footwear Inc. from 1999 through 2012.
Between 1985 and 2000 held various other positions with LaCrosse Footwear Inc. and its subsidiary, Danner, Inc., including serving as President and Chief Executive Officer of Danner, Inc. from 1998 to 2000.

EDUCATION

Bachelor of Science in Business Administration from Northern Arizona University.

 

 

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Philip Williamson, 61

Board Member

 

 

Director Since: September 2019

SPWH Committees:

Member of the Audit Committee
Member of the Compensation Committee

Other U.S.-Listed Company

Directorships:

Current: None
Former: None

 

KEY EXPERIENCE AND QUALIFICATIONS

Spent over 35 years at Williamson-Dickie Manufacturing Company, better known by its brand Dickies.
Currently serves in an advisory role to Dickies, after serving as President from October 2017 to July 2019.

CAREER HIGHLIGHTS

Served as Chairman, President and CEO of Dickies from January 1997 until October 2017, at which time Williamson-Dickie Manufacturing Company was acquired by VF Corporation (NYSE: VFC). From January 1994 to January 1997, he served as Chief Executive Officer and Vice Chairman
Began his career at Williamson-Dickie Manufacturing Company in 1983 and held various roles of increasing responsibility. He is the fourth generation of Williamsons to have served at Williamson-Dickie Manufacturing Company.
Serves on the Board and Executive Committee of the Fort Worth Stock Show and Rodeo.
Previously served as Chairman of the Board of Directors of the American Apparel and Footwear Association ("AAFA") from 2013 to 2014. Prior to serving as Chairman, he was Secretary of the AAFA’s Board of Directors. He also was previously a Board member at Blessings Corporation.

EDUCATION

Bachelor of Science in Business from the University of Denver and a Master of Business Administration from the University of Texas-Austin

 

 

 

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PROPOSAL 1 ELECTION OF DIRECTORS

 

Class II Directors Continuing in Office Until Our 2025 Annual Meeting of Stockholders

 

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Martha Bejar, 61

Lead Independent Director

 

 

Director Since: February 2019

SPWH Committees:

Chair of the Nominating and Governance Committee
Member of the Audit Committee

Other U.S.-Listed Company

Directorships:

Current: Lumen Technologies, Inc.; CenturyLink Inc.; CommVault Systems, Inc.; Quadient S.A.
Former: Mitel Systems

 

KEY EXPERIENCE AND QUALIFICATIONS

Lead Independent Director of the Board since April 2023.
CEO and Director of Unium Inc., a WiFi software solution provider, from March 2017 to March 2018.
Chairperson/CEO of Wipro Infocrossing Cloud Computing Services.
Corporate Vice President for the Communications Sector at Microsoft Corp.

CAREER HIGHLIGHTS

In March 2018, she closed on the sale of Unium to Nokia Corp. Prior to her time at Unium, Martha was CEO/Director at Flow Mobile Inc., a broadband wireless access solution provider, from January 2012 to December 2015.

OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT

Life Member of Council on Foreign Relations.
Executive leadership experience.
Technical expertise and extensive experience in the communications and technology industries.

 

EDUCATION

Advanced Management Program degree from Harvard University Business School.
Bachelor of Science in Industrial Engineering from the University of Miami.
Master of Business Administration from Nova Southeastern University.

 

 

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ERICA FORTUNE, 41

Board Member

 

 

Director Since: April 2023

SPWH Committees:

Member of the Nominating and Governance Committee

Other U.S.-Listed Company

Directorships:

None

 

KEY EXPERIENCE AND QUALIFICATIONS

Currently serves as Senior Vice President, eCommerce and Digital Marketing of Advance Auto Parts, Inc. (NYSE: AAP).

CAREER HIGHLIGHTS

Served as Senior Vice President, eCommerce from March 2021 to November 2022 and Vice President, eCommerce from March 2017 to March 2021 at Big Lots, Inc. (NYSE: BIG).

EDUCATION

Bachelor of Science in Fashion Merchandising from Kent State University

 

 

 

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PROPOSAL 1 ELECTION OF DIRECTORS

 

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Richard McBee, 59

Board Member

 

 

Director Since: November 2018

SPWH Committees:

Chair of the Compensation Committee

Other U.S.-Listed Company

Directorships:

Current: None
Former: Mitel Networks, Inc.

 

KEY EXPERIENCE AND QUALIFICATIONS

Currently serves as President and Chief Executive Officer of CLEAResult Consulting, Inc., a position he has held since July 2021.

CAREER HIGHLIGHTS

Served as President and Chief Executive Officer of Riverbed Technology from October 2019 to June 2021.
Previously served as President and Chief Executive Officer of Mitel Networks Corporation (Nasdaq: MITL) from January 2011 to October 2019 where he led Mitel’s global strategy, business performance and global execution.
Served as President of the Communications and Enterprise Group of Danaher Corporation (NYSE: DHR) from 2007 to 2011. He joined Danaher in 2007 as President, Tektronix Communications, following the acquisition by Danaher of Tektronix.
Spent 15 years with Tektronix and held a variety of positions of increasing responsibility, including Senior Vice President and General Manager, Communications Business Unit; Senior Vice President of Worldwide Sales, Service and Marketing; and Vice President of Marketing and Strategic Initiatives.

EDUCATION

Bachelor of Science from the United States Air Force Academy.
Master of Business Administration from the Chapman School of Business and Economics.

 

 

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PROPOSAL 1 ELECTION OF DIRECTORS

 

Skills Matrix

Our Nominating and Governance Committee utilizes a skills matrix as part of the Board’s annual evaluation, succession planning, and director nomination process. The goal is to ensure that the Board collectively possesses the relevant skills and backgrounds for effective governance, meaningful strategic planning and strong leadership that enhances financial performance and builds stakeholder value. The following skills matrix shows a summary of the skills and core competencies of our director nominees and continuing directors and should not be considered to be a complete list of each director’s strengths and contributions to the Board.

 

Skills

Schneider

Bejar

Fortune

Hickey

McBee

Walsh

Williamson

Executive Management

Business and strategic management experience from service in a significant leadership position, such as a chief executive officer, chief financial officer, or other senior leadership role

X

X

X

X

X

X

X

Brand Positioning & Marketing

Experience in developing and guiding strategic efforts to develop market share in new or existing markets, building brand awareness and enhancing enterprise reputation

X

 

 

 

X

 

X

Omni-Channel Experience

Experience in use of technology to facilitate business operations and

customer service and/or customer relationship management

X

 

X

 

 

X

X

Human Resources & Talent Management

Experience in managing and developing a large workforce, managing compensation, managing inclusion and diversity efforts, implementing succession planning and talent management, and/or managing other human capital initiatives

 

 

 

X

X

X

 

 

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PROPOSAL 1 ELECTION OF DIRECTORS

 

Skills

Schneider

Bejar

Fortune

Hickey

McBee

Walsh

Williamson

Innovation & Technology

Experience in use of technology, digital platforms and new media to facilitate business operations and

customer service

 

X

X

 

X

 

 

Supply Chain

Experience in managing significant manufacturing and distribution operations

X

 

 

X

 

X

X

Risk & Cybersecurity

Experience overseeing and managing company risk, including experience in information security, data privacy and cybersecurity

 

X

 

X

X

X

 

Strategic Planning & Transformation

Experience defining and driving strategic direction and growth and managing the operations of a business or large organization

X

X

 

X

X

X

X

ESG

Experience in environmental, social, and governance criteria and community affairs matters, including as part of a business and managing corporate social responsibility issues as business imperatives

 

X

 

 

X

X

 

Accounting & Finance

Financial or accounting experience and an understanding of financial reporting, internal controls and compliance

X

X

 

X

X

X

X

 

Nominees for Election

Upon the recommendation of the Nominating and Governance Committee, the Board has nominated Mr. Hickey and Ms. Walsh for election to the Board to serve until the 2026 annual meeting of stockholders and until their respective successors are duly elected and qualified. These individuals are currently Class III directors of the Board. The nominees for election have consented to be named in this Proxy Statement and to serve as directors if elected. If any of the nominees are unable or unwilling for good cause to serve as directors if elected (which is not anticipated), the persons who are designated as proxy holders may exercise discretionary authority to vote for a substitute nominee selected by our Board or our Board may reduce the number of directors serving on the Board.

 

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PROPOSAL 1 ELECTION OF DIRECTORS

 

Vote Required for Election of Directors

Each director nominee will be elected to the Board at the Annual Meeting if he or she receives a majority of the votes cast with respect to his or her election (that is, the number of votes cast “FOR” the nominee must exceed the number of votes cast “AGAINST” the nominee). Broker non-votes and abstentions are not treated as votes cast and therefore will not be considered in determining the outcome of the election of directors.

Our majority voting standard includes a director resignation policy that requires an incumbent director who stands for election to the Board but who fails to receive a majority of the votes cast in an uncontested election of directors to tender his or her resignation to the Secretary of the Company promptly following certification of the election results. In such event, the Board, considering the recommendation of the Nominating and Governance Committee of the Board, must decide whether to accept or reject the resignation and publicly disclose its decision, including the rationale behind any decision to reject the tendered resignation, within 90 days following certification of the election results. The Nominating and Governance Committee and the Board may, in making their recommendation or decision, as applicable, consider any factors and other information that they consider appropriate and relevant.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE TWO DIRECTOR NOMINEES NAMED IN THIS PROXY STATEMENT.

 

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PROPOSAL 2 APPROVAL OF DECLASSIFICATION AMENDMENT

Background

Our Certificate of Incorporation currently provides for a classified Board of Directors consisting of three classes of directors, each as nearly equal in number as possible as determined by our Board of Directors, with each class of directors serving staggered three-year terms. As a result, only one class of directors stands for election at each of our annual meetings of stockholders, such that stockholders vote on and elect approximately one-third of the Board each year. At the Annual Meeting, we are asking stockholders to approve the Declassification Amendment which would permit us to amend and restate our Certificate of Incorporation to declassify our Board of Directors. If the Declassification Amendment is approved by our stockholders, the declassification of our Board of Directors will be phased-in so that beginning with our 2024 annual meeting of stockholders, directors will be elected for one-year terms as their present terms expire.

In March 2023, our Board of Directors determined that the Declassification Amendment is advisable and in the best interests of the Company, and unanimously approved the Declassification Amendment, subject to stockholder approval at the Annual Meeting.

Reasons for the Declassification Amendment

Our Board of Directors recognizes that a classified structure may offer several advantages, such as promoting Board stability and continuity, providing a greater opportunity to protect the interests of stockholders in the event of an unsolicited takeover offer and reinforcing a commitment to long-term perspectives and value creation for our stockholders. Our Board also recognizes that a classified structure may reduce directors’ accountability to stockholders because such a structure does not enable stockholders to express a view on each director’s performance by means of an annual vote. Moreover, many institutional investors believe that the election of directors is the primary means for stockholders to influence corporate governance policies and to hold management accountable for implementing these policies. Additionally, in 2022 our Board of Directors proposed a substantially similar amendment to our certificate of incorporation that was approved by approximately 65% of our outstanding shares of Common Stock as of the record date for the 2022 annual meeting of stockholders, slightly below the sixty-six and two-thirds percent approval required. Our Board of Directors considered the arguments in favor of and against continuation of the classified board structure and determined that it would be in the best interests of the Company, subject to stockholder approval, to declassify the Board of Directors over a phase-in period commencing at our 2024 annual meeting of stockholders.

Effect of the Declassification Amendment

If the Declassification Amendment is approved and adopted by our stockholders at the Annual Meeting, we will begin the phased transition to a declassified Board structure beginning at our 2024 annual meeting of stockholders. In accordance with the proposed Declassification Amendment, the transition will be phased in as follows:

If each of Mr. Hickey and Ms. Walsh is elected pursuant to Proposal 1 at the Annual Meeting, they will serve a three-year term expiring at our 2026 annual meeting of stockholders.
Each of Mr. Schneider and Mr. Williamson would continue to serve as Class I directors for a term expiring at our 2024 annual meeting of stockholders. At our 2024 annual meeting of stockholders, each of these individuals and any other individual(s) nominated by our Board of Directors to serve as a director in such class would stand for election to serve a one-year term.
Each of Ms. Bejar, Ms. Fortune and Mr. McBee would continue to serve as Class II directors for a term expiring at our 2025 annual meeting of stockholders. At our 2025 annual of stockholders, each of these individuals and each director elected for a one-year term at the immediately preceding annual meeting of stockholders or their respective successors who is nominated by our Board of Directors to serve as director, and any other individual(s) nominated by our Board of Directors to serve as a director in such class would stand for election to serve a one-year term.

 

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PROPOSAL 2 APPROVAL OF DECLASSIFICATION AMENDMENT

 

At our 2026 annual meeting of stockholders and at each annual meeting thereafter, all directors would be elected to serve one-year terms. At our 2026 annual meeting of stockholders, Mr. Hickey and Ms. Walsh and each director elected for a one-year term at the immediately preceding annual meeting of stockholders or their respective successors who is nominated by our Board of Directors to serve as director, and any other individual(s) nominated by our Board of Directors to serve as a director in such class would stand for election to serve a one-year term.

In all cases, each director will serve until his or her successor is duly elected and qualified or until his or her earlier resignation or removal.

In addition, if the Declassification Amendment is approved by our stockholders at the Annual Meeting, our directors will be removable by stockholders with or without cause from and after our 2026 annual meeting of stockholders.

The Declassification Amendment is set forth in Appendix A, with deletions indicated by strikeouts and additions indicated by underlining. The foregoing description of the Declassification Amendment is qualified in its entirety by reference to, and should be read in conjunction with, the full text of the Declassification Amendment attached as Appendix A.

Other Amendments

In addition to declassifying our Board of Directors, the Declassification Amendment would also delete certain obsolete provisions in our Certificate of Incorporation relating to the prior equity ownership of our former equity sponsor, Seidler Equity Partners III, L.P. and its affiliates (“Seidler”). As these provisions are no longer relevant or applicable and create the potential for confusion, the Board believes it is in the best interests of stockholders to make these non-substantive changes to our Certificate of Incorporation.

Effective Date of Declassification Amendment

If stockholders approve and adopt the Declassification Amendment, it will become effective upon the filing of the proposed Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, which the Company intends to file promptly after the requisite vote for this Proposal 2 is obtained at the Annual Meeting. The Board will also make conforming changes to the Company’s Bylaws.

Reservation of Right to Abandon Declassification Amendment

Our Board reserves the right to not proceed with the Declassification Amendment and to abandon the Declassification Amendment without further action by our stockholders at any time before the effectiveness of the filing of the Declassification Amendment with the Secretary of State of the State of Delaware, even if the Declassification Amendment is approved by our stockholders at the Annual Meeting. If the Board elects to abandon the Declassification Amendment, the declassification of the Board of Directors will not be affected and our Board of Directors will remain classified.

Impact if the Declassification Amendment is not Adopted

If the Declassification Amendment is not approved by our stockholders, our Certificate of Incorporation will not be amended as set forth in Appendix A and our Board of Directors will continue to be classified with directors serving staggered, three-year terms. In addition, directors will continue to be removable by stockholders only for cause.

Vote Required for Approval of Declassification Amendment

Approval of the Declassification Amendment requires the affirmative vote of sixty-six and two-thirds percent (66 2/3%) of our outstanding shares of Common Stock as of the Record Date. Abstentions and broker non-votes will have the same effect as a vote “Against” this proposal.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVAL OF THE DECLASSIFICATION AMENDMENT.

 

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Corporate Governance Guidelines

The Board has developed corporate governance practices to help it fulfill its responsibility to stockholders to oversee the work of management in the conduct of the Company’s business and to seek to serve the long-term interests of stockholders. The Company’s corporate governance practices are memorialized in our Corporate Governance Guidelines which direct our Board’s actions with respect to, among other things, our Board composition and director qualifications, composition of the Board’s standing committees, stockholder communications with the Board, succession planning and the Board’s annual performance evaluation. A current copy of our Corporate Governance Guidelines is available on our website at investors.sportsmans.com.

Annual Board Evaluation

Pursuant to our Corporate Governance Guidelines and the charter of the Nominating and Governance Committee, the Nominating and Governance Committee oversees an annual evaluation of the performance of the Board and each of its committees in order to assess the overall effectiveness of the Board and its committees. The evaluation process is designed to facilitate ongoing, systematic examination of the Board’s effectiveness and accountability, and to identify opportunities for improving its operations and procedures. The effectiveness of individual directors is considered each year when the directors stand for re-nomination

Director Independence

Our Board has determined that each of Mses. Bejar, Fortune and Walsh and Messrs. Hickey, McBee and Williamson qualify, and Mr. Eastland, who served on our Board until August 19, 2022, qualified, as an “independent director” under Nasdaq Listing Rule 5605(a)(2). Mr. Schneider does not currently qualify as an independent director because he is employed as our Interim President and Interim Chief Executive Officer. Mr. Barker, who served on our Board until April 14, 2023 did not qualify as an independent director because he was employed as our President and Chief Executive Officer. In making its independence determinations, our Board considered the relationships that each of these non-employee directors has with the Company, including the transactions listed below, and all other facts and circumstances our Board deemed relevant in determining their independence. Mr. Williamson is currently a Brand Ambassador for Williamson-Dickie Mfg. Co., and was previously its President and Chief Executive Officer from 1997 to 2017. Williamson-Dickie Mfg. Co. is owned by V. F. Corporation. V. F. Corporation sells certain products to us in the ordinary course of business. The amount involved in these transactions represented less than 1% of V. F. Corporation’s annual gross revenue for each of fiscal year 2020, 2021 and 2022. Our Board affirmatively determined that our transactions with V. F. Corporation did not, and would not, interfere with Mr. Williamson’s exercise of independent judgment in carrying out his responsibilities as a director. As required under applicable Nasdaq rules, our independent directors meet in regularly scheduled executive sessions at which only independent directors are present.

Meetings and Attendance

During fiscal year 2022, our Board held 10 meetings, the Audit Committee held five meetings, the Compensation Committee held seven meetings and the Nominating and Governance Committee held eight meetings. Each of our directors attended at least 75% of the aggregate meetings of the Board and the committees of the Board on which he or she served during fiscal year 2022.

It is the Board’s policy to encourage directors to attend each annual meeting of stockholders, either in person or telephonically. Our Board expects each director to attend the Annual Meeting. All of our then-current directors attended our 2022 annual meeting of stockholders.

 

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Board Leadership and Structure

Our Corporate Governance Guidelines provide that the Board will exercise its discretion in combining or separating the offices of the Chairman of the Board and the Chief Executive Officer, based on the Board’s judgment of the best interests of the Company and its stockholders from time to time. Our Corporate Governance Guidelines provide that in the event that the Chairman of the Board is not an independent director, the independent directors will appoint from among themselves an independent director to serve as “Lead Independent Director.” The Lead Independent Director shall be elected annually by, and may be replaced or removed from, such position upon the majority vote of the independent directors. The Board of Directors believes having a Lead Independent Director provides an appropriate balance between strong Company leadership and appropriate oversight by independent directors.

On April 14, 2023, Mr. Barker, our previous President and Chief Executive Officer retired and resigned from such roles. As a result, on April 14, 2023, the Board appointed Mr. Schneider, the Chairman of the Board, to serve as Interim President and Interim Chief Executive Officer and Ms. Bejar to serve as Lead Independent Director. The Board has engaged a national executive search firm to conduct a global search for Mr. Barker’s successor.

The Board believes that Ms. Bejar’s services as Lead Independent Director helps ensure oversight by an active and involved independent Board, while Mr. Schneider’s continued engagement as Chairman of the Board enables the Company and the Board to benefit from his experience.

In her role as Lead Independent Director, Ms. Bejar has the following responsibilities as set forth in our Corporate Governance Guidelines:

Preside at all meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors, and have authority to call meetings of the independent directors when necessary and appropriate;
Serve as liaison between the Chairman and the independent directors;
Develop agendas for and call meetings of the independent directors;
Approve, in consultation with the Chairman, agendas for meetings of the Board;
Approve of all information sent to the Board;
Approve, in consultation with the Chairman, an appropriate schedule for meetings of the Board and its committees, seeking to ensure that there is sufficient time for discussion of all agenda items so that the independent directors can perform their duties responsibly;
Recommend to the Board, in concert with the chairpersons of the respective Board committees, the retention of outside advisors and consultants, as appropriate or needed, who report directly to the Board on board-wide issues;
Be available for consultation and direct communication if requested by major stockholders; and
Perform such other duties and have such other responsibilities as the Board or the independent directors may from time to time delegate to the Lead Independent Director.

Ms. Bejar also serves on the Audit Committee and is the chairperson of the Nominating and Governance Committee. The Board believes that Ms. Bejar’s executive leadership experience makes her well suited to serve as its Lead Independent Director.

The Board believes that the leadership structure with a strong Lead Independent Director on the one hand, and knowledgeable and experienced Chairman of the Board, Interim President and Interim Chief Executive Officer on the other, provides the proper balance between independence and management participation at this time.

 

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Board’s Role in Risk Oversight

One of the principal functions of our Board is to provide oversight concerning the assessment and management of risk related to our business. The Board is involved in risk oversight through direct decision-making authority with respect to fundamental financial and business strategies and major corporate activities, including material acquisitions and financings, as well as through its oversight of management and the committees of the Board. Management is responsible for identifying the material risks facing the Company, implementing appropriate risk management strategies and ensuring that information with respect to material risks is shared with the Board or the appropriate Board committee. In connection with this responsibility, members of management provide regular reports to the Board regarding business operations and strategic planning, financial planning and budgeting and regulatory matters, including any material risk to the Company relating to such matters.

The Board has delegated oversight for specific areas of risk exposure to committees of the Board as follows:

1.
The Audit Committee is responsible for discussing the Company’s overall risk assessment and risk management policies with management, our internal auditors and our independent registered public accounting firm, as well as the Company’s plans to monitor and control any financial risk exposure. The Audit Committee is also responsible for primary risk oversight related to our financial reporting, accounting and internal controls. In addition, the Audit Committee reviews all related party transactions under Item 404(a) of Regulation S-K, including the risks relating to those transactions impacting the Company.
2.
The Compensation Committee reviews the Company’s incentive compensation arrangements to help ensure that they do not encourage unnecessary risk-taking. See below under “Compensation Risk Assessment.”
3.
The Nominating and Governance Committee reviews corporate governance-related risks impacting the Company, including those related to environmental and social matters.

At each regular meeting of our Board, the chairperson of each committee reports to the full Board regarding the matters reported and discussed at any committee meetings, including any matters relating to risk assessment or risk management. Upon the request of the committees, our Chief Executive Officer and Chief Financial Officer attend meetings of these committees when they are not in executive session, and often report on matters that may not be otherwise addressed at these meetings. Also, at least annually the Board receives an update relating to cybersecurity risks facing the Company and the steps that the Company has taken in order to address these risks. In addition, our directors are encouraged to communicate directly with members of management regarding matters of interest, including matters related to risk, at times when meetings are not being held. Our Board believes that the processes it has established for overseeing risk would be effective under a variety of leadership frameworks and therefore do not materially affect its choice of leadership structure as described under “Board Leadership and Structure” above.

Compensation Risk Assessment

We believe that risks arising from our compensation policies and practices for our employees are not reasonably likely to encourage unnecessary or excessive risk taking that could have a material adverse effect on the Company. In addition, the Compensation Committee believes the mix and design of the elements of our executive compensation program do not encourage management to assume unnecessary or excessive risks that could have a material adverse effect on the Company.

Policy on Hedging and Pledging

The Company recognizes that hedging against losses in Company stock is not appropriate or acceptable trading activity for individuals employed by or serving the Company. The Company has incorporated prohibitions on various hedging activities within its insider trading policy, which policy applies to directors, officers and employees. The policy prohibits all directors, officers and employees from purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds), or otherwise engaging in transactions that hedge or offset, or are

 

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designed to hedge or offset, any decrease in the market value of the Company’s securities. The policy also prohibits pledging any Company stock or equity awards as collateral for any margin account, or other form of credit arrangement.

Human Capital

We appreciate the importance of retention, growth and development of our employees. We strive to provide competitive compensation and benefits packages, opportunities for advancement, and extensive training programs and learning opportunities for our employees. We strive to ensure pay equity between our female employees and male employees performing equal or substantially similar work. We are also focused on understanding our diversity and inclusion strengths and opportunities and executing on a strategy to support further progress.

We believe that the recruitment, training and knowledge of our employees and the consistency and quality of the service they deliver are central to our success. We emphasize deep product knowledge for store managers and sales associates during both the hiring and training stages. We hire most of our sales associates for a specific department or product category. One of our unique assets is a designated training room located at our headquarters. Our training room is used frequently for firm-wide training programs and by vendors to stage training demonstrations for new products.

Committees of the Board of Directors

The Board has three standing committees: the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee. All committee members are independent directors and meet the independence requirements under Nasdaq for the applicable committee on which they serve. In addition, each member of the Audit Committee also meets the independence requirements under Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and satisfies the additional financial literacy requirements of the Nasdaq rules. Our Board has also determined that each member of the Compensation Committee satisfies the additional independence requirements specific to compensation committee membership under applicable rules of Nasdaq. In making this determination, the Board considered whether the director has a relationship with the Company that is material to the director’s ability to be independent from management in connection with the duties of a member of the Compensation Committee.

The charters of these committees are available on our website at investors.sportsmans.com.

The composition of each of our three standing committees is set forth below. Mr. Schneider, our Interim President and Interim Chief Executive Officer, does not serve on any committees of the Board.

 

Name

Audit Committee

Compensation Committee

Nominating and Governance Committee

Martha Bejar

X

 

Chairperson

Erica Fortune

 

X

Gregory P. Hickey

Chairperson*

 

X

Richard McBee

 

Chairperson

 

Nancy A. Walsh

 

X*

 

X

 

 

Philip Williamson

 

X

 

X

 

 

 

 

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*Ms. Walsh will become Chairperson of the Audit Committee, effective April 30, 2023. Mr. Hickey will remain a member of the Audit Committee.

Audit Committee

Our Audit Committee is responsible for, among other things:

selecting and hiring our independent registered public accounting firm and approving the audit and non-audit services to be performed by our independent registered public accounting firm;
evaluating the qualifications, performance and independence of our independent registered public accounting firm;
monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to financial statements or accounting matters;
reviewing the adequacy and effectiveness of our internal control policies and procedures;
preparing the audit committee report required by the SEC to be included in our annual proxy statement;
discussing the scope and results of the audit with the independent registered public accounting firm and reviewing with management and the independent registered public accounting firm our interim and year-end operating results; and
approving related party transactions.

Our Board has determined that Mr. Hickey qualifies as an “audit committee financial expert,” as such term is defined in Item 407(d) of Regulation S-K.

Compensation Committee

Our Compensation Committee is responsible for, among other things:

reviewing and approving the compensation of our executive officers, including annual base salary, annual incentive bonuses, specific performance goals relevant to their compensation, equity compensation, and employment;
reviewing succession planning for our Chief Executive Officer and management;
administering and determining any award grants under our equity incentive plan;
recommending to the Board the compensation of our directors;
preparing any compensation committee report required by the SEC to be included in our annual proxy statement; and
periodically reviewing risks related to our compensation policies and practices.

The Compensation Committee has the power to appoint, from among its members, subcommittees, each of which may have (as determined by the Compensation Committee) the full power of the Compensation Committee; provided, however, that the Compensation Committee shall not delegate to a subcommittee any power or authority required by law, regulation or listing standard to be exercised by the Compensation Committee as a whole. The Compensation Committee has not delegated and has no current intention to delegate any of its authority with respect to determining executive officer compensation to any subcommittee. In determining compensation for executive officers other than the Chief Executive Officer, the Compensation Committee may consider, among other things, the recommendations of the Chief Executive Officer and other officers.

In 2022, our Compensation Committee engaged the services of Frederic W. Cook & Co. (“FW Cook”), a compensation consulting firm, to advise the Compensation Committee regarding the amount and types of compensation that we

 

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provide to our executives and directors and how our compensation practices compare to the compensation practices of other selected companies. FW Cook does not provide any services to us other than the services provided to the Compensation Committee. The Compensation Committee believes that FW Cook does not have any conflicts of interest in advising the Compensation Committee under applicable SEC rules or Nasdaq listing standards. The Compensation Committee has assessed the independence of FW Cook pursuant to SEC rules and Nasdaq listing standards and concluded that no conflict of interest exists that would prevent FW Cook from independently representing the committee.

Nominating and Governance Committee

Our Nominating and Governance committee is responsible for, among other things:

assisting our Board in identifying prospective director nominees and recommending nominees for each annual meeting of stockholders to our Board;
reviewing developments in corporate governance practices and developing and recommending corporate governance guidelines to our Board;
overseeing the evaluation of our Board and management;
reviewing the Company’s environmental and social responsibility policies and practices; and
recommending members for each Board committee of our Board.

Director Candidates Recommended by Stockholders

The Nominating and Governance Committee will consider director candidates recommended by stockholders. Properly communicated stockholder-recommended director candidates will be considered in the same manner and using the same criteria as used for any other director candidate. To be properly communicated, stockholders desiring to recommend candidates for consideration by the Nominating and Governance Committee and the Board should submit their recommendation in writing to the attention of the Secretary, Sportsman’s Warehouse Holdings, Inc., 1475 West 9000 South, West Jordan, Utah 84088, no later than the January 1st prior to the next annual meeting of stockholders, together with all information about the stockholder and the candidate that would be required pursuant to Section 2.15 of our Bylaws if the stockholder was nominating the candidate for election to the Board. The Nominating and Governance Committee may request additional information concerning such director candidate as it deems reasonably required to determine the eligibility and qualification of the director candidate to serve as a member of the Board. For a discussion of the factors and other criteria the Nominating and Governance Committee and Board will consider when evaluating a director candidate, see “Proposal 1—Election of Directors.”

Please note that stockholders who wish to nominate a person for election as a director in connection with an annual meeting of stockholders (as opposed to making a recommendation to the Nominating and Governance Committee as described above) must deliver written notice to our Secretary in the manner described in Section 2.15 of our Bylaws, and as described further under “Proposals of Stockholders and Director Nominations for 2024 Annual Meeting.”

In addition, a stockholder who intends to solicit proxies in support of director nominees other than our nominees at the 2024 annual meeting of stockholders must provide written notice to the Company setting forth the information required by Rule 14a-19 under the Exchange Act. Such written notice must be provided in accordance with Rule 14a-19. The notice requirement under Rule 14a-19 is in addition to the applicable notice requirements under our Bylaws as described above.

 

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Communications with the Board of Directors

Individuals may contact our entire Board, an individual director, the independent directors as a group, any Board committee or any Chairperson of any Board committee by sending a written communication to the Board, the individual director, the independent directors as a group, any Board Committee or any Chairperson of any Board committee in care of:

Sportsman’s Warehouse Holdings, Inc.

Attn: Secretary

1475 West 9000 South

West Jordan, Utah 84088

Each communication must set forth the name and address of the stockholder on whose behalf the communication is sent and should be addressed to the Board, any such individual director, the independent directors as a group, Board committee or Chairperson of any Board committee by either name or title. Each communication will be reviewed by the Company’s Secretary to determine whether it is appropriate for presentation to the directors. Junk mail, job inquiries, business solicitations, or hostile communications will not be presented. In addition, if requested by stockholders, when appropriate, the Lead Independent Director will also be available for consultation and direct communication with stockholders.

Code of Conduct and Ethics

The Company has adopted a Code of Conduct and Ethics applicable to our employees, directors, and officers. This Code of Conduct and Ethics is applicable to our principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions. The code is available on our website at investors.sportsmans.com. If we ever were to amend or waive any provision that applies to our principal executive officer, principal financial officer, principal accounting officer or any person performing similar functions, we intend to promptly disclose any such amendments or waivers on our website at investors.sportsmans.com, rather than by filing a Current Report on Form 8-K.

 

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EXECUTIVE OFFICERS OF THE COMPANY

The table below sets forth certain information regarding our executive officers as of the date of this Proxy Statement:

 

Name

Age

Position

Joseph P. Schneider

63

Interim Chief Executive Officer, Interim President and Chair of the Board

Jeff White

38

Chief Financial Officer and Secretary

 

On April 14, 2023, Mr. Barker, our previous President and Chief Executive Officer retired and resigned from such roles. As a result, on April 14, 2023, the Board appointed Mr. Schneider, the Chairman of the Board, to serve as Interim President and Interim Chief Executive Officer.

 

See “Proposal 1—Election of Directors— Class I Directors Continuing in Office Until Our 2024 Annual Meeting of Stockholders” for information concerning the business experience of Mr. Schneider. Information concerning the business experience of our other executive officer is set forth below.

Jeff White has served as our Chief Financial Officer since January 2022 and our Secretary since September 2021. Mr. White previously served as our Vice President of Finance, Chief Accounting Officer and Interim Chief Financial Officer from September 2021 to January 2022. From August 2016 to September 2021, Mr. White served as the Company’s Senior Director, Finance and Accounting. Prior to his time at the Company, Mr. White served as Manager at KPMG LLP from August 2011 to August 2016. Mr. White holds a Bachelors of Arts and Master’s degree in accountancy from the University of Utah and is a licensed certified public accountant in the state of Utah.

There are no family relationships between or among any of our executive officers or directors.

 

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COMPENSATION DISCUSSION AND ANALYSIS

Overview

This Compensation Discussion and Analysis discusses our executive compensation policies and how and why our Compensation Committee arrived at specific compensation decisions for the fiscal year ended January 28, 2023 (sometimes referred to as “fiscal year 2022”) for the individuals who served as our principal executive officer and principal financial officer during such fiscal year, collectively referred to as our “named executive officers” for fiscal year 2022:

 

 

Name

 

Position(s)

Jon Barker

 

Former President and Chief Executive Officer

Jeff White

Chief Financial Officer and Secretary

 

We did not have any other “executive officers” (as defined in Rule 3b-7 under the Exchange Act) during fiscal year 2022.

 

On April 14, 2023, Mr. Barker, our previous President and Chief Executive Officer retired and resigned from such roles. As a result, on April 14, 2023, the Board appointed Mr. Schneider, the Chairman of the Board, to serve as Interim President and Interim Chief Executive Officer and Ms. Bejar to serve as Lead Independent Director.

Executive Summary

The important features of our executive compensation program include the following:

A substantial portion of executive pay is tied to performance. We structure a significant portion of our named executive officers’ compensation to be variable, at risk and tied directly to our measurable performance.
Our executive bonuses are dependent on meeting corporate objectives. Our annual performance-based bonus opportunities for all of our named executive officers are dependent upon our achievement of annual corporate objectives established each year and the individual officer’s contributions towards such corporate objectives.
We emphasize long-term equity incentives. Equity awards are an integral part of our executive compensation program, and comprise the primary “at-risk” portion of our named executive officer compensation package. These awards strongly align our executive officers’ interests with those of our stockholders by providing a continuing financial incentive to maximize long-term value for our stockholders and by encouraging our executive officers to remain employed with us on a long-term basis.
We do not provide our executive officers with any excise tax gross ups.
We generally do not provide executive fringe benefits or perquisites to our executives, such as car allowances.
Our Compensation Committee has retained an independent third-party compensation consultant for guidance in making compensation decisions. The compensation consultant advises the Compensation Committee on market practices, including identifying a peer group of companies and their compensation practices, so that our Compensation Committee can regularly assess the Company's individual and total compensation programs against these peer companies, the general marketplace and other industry data points.
We prohibit hedging and pledging of Company stock.

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

Advisory Vote on Named Executive Officer Compensation

At last year’s annual meeting of stockholders, approximately 73% of votes cast approved the “say-on-pay” proposal regarding the compensation awarded to our named executive officers. We take the views of our stockholders seriously. At our 2020 annual meeting of stockholders, our stockholders indicated their approval of the recommendation that we solicit a say-on-pay vote on an annual basis (such vote on the frequency of the say-on-pay vote is commonly referred to as a “say-on-frequency” vote). We have adopted a policy that is consistent with that preference and, accordingly, we are holding a say-on-pay vote on an annual basis. A “say-on-frequency” vote is required every six years, and as such, our next say-on-frequency vote will be in 2026.

Objectives, Philosophy and Elements of Executive Compensation

Our compensation program aims to achieve the following main objectives:

align the interests of our executives with those of the stockholders;
attract, motivate, reward and retain the top contributors upon whom, in large part, our success depends;
be competitive with compensation programs for companies of similar size and complexity with whom we compete for talent, including direct competitors;
provide compensation based upon the short-term and long-term performance of both the individual executive and the Company; and
strengthen the relationship between pay and performance by emphasizing variable, at-risk compensation that is dependent upon the successful achievement of specified corporate and individual goals.

Our executive compensation program generally consists of, and is intended to strike a balance among, the following three principal components: base salary, annual performance-based bonuses and long-term incentive compensation. We also provide some of our executive officers with benefits available to all our employees, including retirement benefits under the Company’s 401(k) plan and participation in employee benefit plans. The following chart summarizes the three main elements of compensation, their objectives and key features.

 

Element of Compensation

Objectives

Key Features

Base Salary (fixed cash)

Provides financial stability and security through a fixed amount of cash for performing job responsibilities.

Generally reviewed annually and determined based on a number of factors (including individual performance and the overall performance of our Company) and by reference, in part, to market data provided by our independent compensation consultant.

 

 

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Element of Compensation

Objectives

Key Features

Performance Bonus

(at-risk cash)

Motivates and rewards for attaining key annual corporate performance goals and individual contributions that relate to our key business objectives.

Target bonus amounts are generally reviewed annually and determined based upon positions that have similar impact on the organization and competitive bonus opportunities in our market. Bonus opportunities are dependent upon achievement of specific corporate performance objectives consistent with our long-term strategic plan and individual performance objectives that relate to the officer’s role and expected contribution toward reaching our corporate goals, generally determined by the Compensation Committee and communicated at the beginning of the year. Actual bonus amounts earned are determined after the end of the year, taking into account corporate and individual performance objectives.

 

Long-Term Incentive

(at-risk equity)

Motivates and rewards for long-term Company performance; aligns executives’ interests with stockholder interests and changes in stockholder value.


Attracts highly qualified executives and encourages their continued employment over the long-term.

Equity opportunities are generally reviewed annually and may be granted during the first half of the year or as appropriate during the year for new hires, promotions, or other special circumstances, such as to encourage retention, or as a reward for significant achievement.


Individual awards are determined based on a number of factors, including current corporate and individual performance and market data provided by our independent compensation consultant.

 

 

We focus on providing a competitive compensation package to our executive officers, which provides significant short- and long-term incentives. We believe that this approach provides an appropriate blend of compensation elements to maximize stockholder value.

We do not have any formal policies for allocating compensation among salary, performance bonus awards and equity grants, short-term and long-term compensation or among cash and non-cash compensation. Instead, the Compensation Committee uses its judgment to establish a total compensation program for each named executive officer that is a mix of current, short-term and long-term incentive compensation, and cash and non-cash compensation, that it believes appropriate to achieve the goals of our executive compensation program and our corporate objectives. However, historically we have structured a significant portion of the named executive officers’ total target compensation so that it is comprised of performance-based bonus opportunities and long-term equity awards, in order to align the executive officers’ incentives with the interests of our stockholders and our corporate goals.

 

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How We Determine Executive Compensation

Role of our Compensation Committee, Management and the Board

The Compensation Committee is appointed by the Board and has responsibilities related to the compensation of the Company’s directors, officers, and employees and the development and administration of the Company’s compensation plans. For details on the Compensation Committee’s oversight of the executive compensation program, see the section titled “Corporate Governance—Committees of the Board of Directors.” Our Compensation Committee consists solely of independent members of the Board.

The Compensation Committee reviews all compensation paid to our executive officers, including our named executive officers. The Chief Executive Officer evaluates and provides to the Compensation Committee performance assessments and compensation recommendations. While the Chief Executive Officer discusses his recommendations with the Compensation Committee, he does not participate in the deliberations concerning, or the determination of, his own compensation. The Compensation Committee discusses and makes final determinations with respect to executive compensation matters without the Chief Executive Officer present during discussions of the Chief Executive Officer’s compensation. From time to time, various other members of management and other employees as well as outside advisors or consultants may be invited by the Compensation Committee to make presentations, provide financial or other background information or advice or otherwise participate in the Compensation Committee meetings.

The Compensation Committee meets periodically throughout the year to manage and evaluate our executive compensation program, and generally determines the principal components of compensation (base salary, performance bonus and equity awards) for our executive officers on an annual basis; however, decisions may occur at other times for new hires, promotions or other special circumstances as our Compensation Committee determines appropriate. The Compensation Committee does not delegate authority to approve executive officer compensation. The Compensation Committee does not maintain a formal policy regarding the timing of equity awards to our executive officers.

Role of Compensation Consultant

The Compensation Committee has the sole authority to retain compensation consultants to assist in its evaluation of executive compensation, including the authority to approve the consultant’s reasonable fees and other retention terms. The Compensation Committee has retained FW Cook as its compensation consultant.

The Compensation Committee has analyzed whether the work of FW Cook as compensation consultant raises any conflict of interest, taking into account relevant factors in accordance with SEC rules and Nasdaq listing standards. Based on its analysis, our Compensation Committee determined that the work of FW Cook and the individual compensation advisors employed by FW Cook does not create any conflict of interest pursuant to the SEC rules and Nasdaq listing standards.

Use of Competitive Market Compensation Data

The Compensation Committee believes that it is important when making its compensation decisions to be informed as to the current practices of comparable public companies with which we compete for top talent.

The Compensation Committee believes that it is important when making its compensation decisions to be informed as to the current practices of comparable public companies with which we compete for top talent. To this end, the Compensation Committee directed FW Cook to develop a proposed list of our peer group companies to be used in connection with assessing the compensation practices of the publicly traded companies with whom we compete or are considered specialty retailers.

 

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FW Cook proposed, and the Compensation Committee approved, a group of companies that would be appropriate peers based on Sportsman’s Warehouse’s industry focus and size based on employee headcount, revenues and market capitalization. The peer group with respect to fiscal year 2022 is as follows:

Peer Group

Academy Sports & Outdoors

Genesco

Big 5 Sporting Goods

Haverty Furniture

Boot Barn

Hibbett Sports

The Buckle

Lumber Liquidators

Caleres

Party City

Citi Trends

Sally Beauty

The Container Store

Shoe Carnival

Designer Brands

Zumiez

Using data compiled from the peer companies, FW Cook completed an assessment of our executive compensation to inform the Compensation Committee’s determinations regarding executive compensation for fiscal year 2022. FW Cook prepared and the Compensation Committee reviewed, a range of market data reference points (generally at the 25th, 50th, and 75th percentiles of the market data) with respect to base salary, performance bonuses, equity compensation (valued based both on an approximation of grant date fair value and as well as ownership percentage), total target cash compensation (base salary and the annual target performance bonus) and total direct compensation (total target cash compensation and equity compensation) with respect to each of our named executive officers. The Compensation Committee did not target pay to fall at any particular percentile of the market data, but rather reviewed these market data reference points as a helpful reference point in making fiscal year 2022 compensation decisions. Market data is only one of the factors that the Compensation Committee considers in making compensation decisions. The Compensation Committee considers other factors as described below under “Factors Used in Determining Executive Compensation.”

Factors Used in Determining Executive Compensation

Our Compensation Committee sets the compensation of our executive officers at levels they determine to be competitive and appropriate for each executive officer, using their professional experience and judgment. Pay decisions are not made by use of a formulaic approach or benchmark; the Compensation Committee believes that executive pay decisions require consideration of a multitude of relevant factors which may vary from year to year. In making executive compensation decisions, the Compensation Committee generally takes into consideration the factors listed below.

company performance and existing business needs;
each executive officer’s individual performance, scope of job function and the critical skill set of the executive officer to the Company’s future performance;
the need to attract new talent to our executive team and retain existing talent in a highly competitive industry;
general market practice, as described above under “Use of Competitive Market Compensation Data”; and
recommendations from consultants on compensation policy determinations for our executive officers.

Fiscal Year 2022 Executive Compensation Program

Base Salary

In January 2022, prior to the start of fiscal year 2022 and in connection with the negotiation of his new employment agreement, Mr. Barker’s annual base salary was increased from $832,500 to $975,000. In connection with Mr. White’s

 

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appointment as Interim Chief Financial Officer in September 2021, his salary was set at $260,000, and upon his appointment as Chief Financial Officer in January 2022 and prior to the start of fiscal year 2022, his salary was set at $350,000, in each case based on an arm’s length negotiation as to his employment terms. Given these increases to Mr. Barker’s and Mr. White’s annual base salary shortly before the beginning of the fiscal year 2022, no changes were made to their annual base salary for fiscal year 2022.

Annual Performance Bonus

The Company maintains an annual bonus program, pursuant to which our executives may earn cash bonuses based on upon the achievement of corporate performance goals. The target bonus for Mr. Barker for fiscal year 2022 was 150% of his annual base salary, and 50% of Mr. White’s annual base salary. As shown in the table below, the bonus program for fiscal year 2022 was based on the achievement of goals relating to adjusted EBITDA, gross margin and total revenue, weighted 40%, 40% and 20%, respectively.

 

Adjusted EBITDA Goals

Adjusted EBITDA Results

Total Gross Margin Goals

Total Gross Margin Results

Total Revenue Goals

Total Revenue Results

Threshold: 0% payout if <= $110,301,000

 

Threshold: 0% payout if <= 32.30%

 

Threshold: 0% payout if <= $1,466,000,000

 

 

 

 

 

 

 

Target: 100% payout at $127,900,000

$101,583,000 (0% payout)

Target: 100% payout at 33.00%

32.9% (84% payout)

Target: 100% payout at $1,576,000,000

$1,399,515 (0% payout)

 

 

 

 

 

 

Maximum: 200% payout at $141,969,000

 

Maximum: 200% payout at 33.40%

 

Maximum: 200% payout at $1,686,000,000

 

 

 

 

 

 

 

 

Based on this achievement, bonuses were paid out at the level of 33.47% of the payout amount for the target bonus. Mr. Barker received $491,880, which was 33.47% of his target bonus (or 50.21% of his base salary), and Mr. White received $60,121, which was 33.47% of his target bonus(or 16.74% of his base salary).

Equity Awards

Equity Grants in 2022

In March 2022, we granted time-based restricted stock units to Messrs. Barker and White that vest in three substantially equal installments on March 15, 2023, March 15, 2024, and March 15, 2025, subject to the executive officer’s continued employment with us. The number of such awards that were granted to the named executive officers were as follows: 99,645 restricted stock units to Mr. Barker and 19,929 restricted stock units to Mr. White.

In addition, in March 2022, we granted performance-based restricted stock units to Messrs. Barker and White in the amount of 99,645 and 19,929 restricted stock units, respectively. Such awards were eligible to vest between 0% and 200% of the target number of restricted stock units based on our total revenue and adjusted earnings per share (“adjusted EPS”) (as such terms are defined in the award agreements), for fiscal years 2022, 2023 and 2024, with one-third of the total target number of restricted stock units subject to each award corresponding to each of those three performance periods. Performance-based vesting of the one-third of the total target number of restricted stock units

 

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subject to each such award that corresponded to the fiscal year 2022 performance period was determined based on the following:

(1)
50% of that portion of the performance-based restricted stock units become eligible to vest based on the Company’s total revenue for fiscal year 2022, as follows:

 

FY 2022 Total Revenue

Actual Level of Total Revenue for the Performance Year

Vesting Eligibility Percentage

$1,466,000,000 or Less

0%

$1,521,000,000

50%

$1,576,000,000

100%

$1,631,000,000

150%

$1,686,000,000 or Greater

200%

 

(2)
50% of that portion of the performance-based restricted stock units become eligible to vest based on the Company’s adjusted EPS for fiscal year 2022, as follows:

 

FY 2022 Adjusted EPS

Actual Adjusted EPS for the Performance Year

Vesting Eligibility Percentage

$1.22 or Less

0%

$1.31

50%

$1.41

100%

$1.46

150%

$1.51 or Greater

200%

 

For actual total revenue and adjusted EPS achievement results between two points in the preceding tables, the actual vesting eligibility percentage will be determined on a pro rata basis between points. For purposes of the awards, “total revenue” generally means the Company’s net sales for the first 52 weeks of fiscal year 2022, adjusted as described below. For purposes of these awards, “adjusted EPS” generally means the Company’s earnings per share of Common Stock for fiscal year 2022 as determined in accordance with GAAP, but determined without taking into account certain non-regular business expenses determined to be outside the normal course of business.

In April 2023, the Compensation Committee determined that, for purposes of these awards, the Company did not achieve the required performance for any portion of the target restricted stock units that correspond to fiscal year 2022 to vest and therefore determined that such portion of the target restricted stock units was forfeited.

Certification of Achievement of Vesting of 2020 Performance-Based Awards

In March 2020, we granted Mr. Barker 86,589 performance-based restricted stock units. Such awards were eligible to vest between 0% and 200% of the target number of restricted stock units based on our total revenue and adjusted EPS (as such terms are defined in the award agreements), for fiscal years 2020, 2021, and 2022, with one-third of the total target number of restricted stock units subject to each award corresponding to each of those three performance periods. Performance-based vesting of the one-third of the total target number of restricted stock units subject to each such award that corresponded to the fiscal year 2022 performance period was determined based on the following:

(1)
50% of that portion of the performance-based restricted stock units become eligible to vest based on the Company’s total revenue for fiscal year 2022, as follows:

 

FY 2022 Total Revenue

Actual Level of Total Revenue for the Performance Year

Vesting Eligibility Percentage

$1,020,050,000 or Less

0%

$1,150,000,000

100%

$1,215,032,500

150%

$1,280,065,000 or Greater

200%

 

 

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(2)
50% of that portion of the performance-based restricted stock units become eligible to vest based on the Company’s adjusted EPS for fiscal year 2022, as follows:

 

FY 2022 Adjusted EPS

Actual Adjusted EPS for the Performance Year

Vesting Eligibility Percentage

$0.59 or Less

0%

$0.90

100%

$1.05

150%

$1.19 or Greater

200%

 

For actual total revenue and adjusted EPS achievement results between two points in the preceding tables, the actual vesting eligibility percentage will be determined on a pro-rata basis between points. For purposes of the awards, “total revenue” generally meant the Company’s net sales for the first 52 weeks of the 2022 fiscal year, adjusted as described below. For purposes of these awards, “adjusted EPS” generally meant the Company’s earnings per share of Common Stock for the 2022 fiscal year as determined in accordance with GAAP, but determined without taking in to account cash bonuses paid with respect to the 2022 fiscal year.

In April 2023, the Compensation Committee determined that, for purposes of these awards, the Company achieved fiscal year 2022 total revenue of $1,399,515,000 and fiscal year 2022 adjusted EPS of $1.06, which resulted in 176.79% of the portion of the target number of restricted stock units corresponding to the fiscal year 2022 performance period becoming eligible to vest (which, represents 51,025 restricted stock units subject to the 2020 performance-based restricted stock units granted to Mr. Barker). These restricted stock units also had a time-based vesting requirement that vested on March 24, 2023, generally subject to the executive’s continued service or employment through the vesting date.

Other Features of Our Executive Compensation Program

Employment Agreement

We maintained an employment agreement with Mr. Barker prior to his retirement and voluntary resignation from employment with us in April 2023, the terms of which are described in more detail below in the section titled, “Employment Agreements with our Named Executive Officers.” We have not entered into an employment agreement with Mr. White.

Severance and Change in Control Benefits

Mr. Barker’s employment agreement referenced in the preceding section and the award agreements for his equity awards provided for certain benefits to be paid to him in connection with certain involuntary terminations of his employment. Mr. Barker has not and will not receive any severance benefits in connection with his retirement and voluntary resignation from employment, and any equity awards held by Mr. Barker that were unvested at the time of his termination of employment were forfeited without consideration.

In addition, we have entered into a severance agreement with Mr. White, also providing for certain benefits to be paid to him in connection with a termination of his employment, and the award agreements for his equity awards provide for certain benefits to be paid to him in connection with a termination of his employment. Such benefits are described below in the section titled “Potential Payments on Termination or Change in Control.”

Other Benefits

Mr. Barker was and Mr. White is eligible to participate in our employee benefit plans, including our medical, dental, vision, group life, disability and accidental death and dismemberment insurance plans, in each case on the same basis

 

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as all of our other employees. We provide a 401(k) plan to our employees, including our named executive officers, as discussed in the section below entitled "Defined Contribution Plan". We do not generally provide perquisites or personal benefits to our named executive officers.

Tax and Accounting Implications

Under Financial Accounting Standard Board ASC Topic 718 (“ASC 718”), we are required to estimate and record an expense for each award of equity compensation over the vesting period of the award. We record share-based compensation expense on an ongoing basis according to ASC 718.

Under Section 162(m) of the Internal Revenue Code (“Section 162(m)”), compensation paid to each of the Company’s “covered employees” that exceeds $1 million per taxable year is generally non-deductible.

Although the Compensation Committee will continue to consider tax implications as one factor in determining executive compensation, the Compensation Committee also looks at other factors in making its decisions and retains the flexibility to provide compensation for the Company’s named executive officers in a manner consistent with the goals of the Company’s executive compensation program and the best interests of the Company and its stockholders, which may include providing for compensation that is not deductible by the Company due to the deduction limit under Section 162(m).

 

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EXECUTIVE COMPENSATION TABLES

SUMMARY COMPENSATION TABLE FOR FISCAL YEARS 2022, 2021 AND 2020

The following table presents information regarding compensation of Messrs. Barker and White, our only executive officers during fiscal year 2022, for services rendered during fiscal years 2022, 2021 and 2020. These individuals are referred to in this Proxy Statement as our “named executive officers.”

 

 

 

 

 

 

 

 

 

 

Stock

 

 

Option

 

 

Non-Equity
Incentive Plan

 

 

Nonqualified Deferred Compensation

 

 

All Other

 

 

 

 

Name and Principal
Positions(s)

 

Year

 

Salary
($)

 

 

Bonus(1)
($)

 

 

Awards(2)
($)

 

 

Awards
($)

 

 

Compensation(3)
($)

 

 

Earnings
($)

 

 

Compensation(4)
($)

 

 

Total
($)

 

Jon Barker(5)

 

2022

 

 

975,000

 

 

 

 

 

 

2,249,984

 

 

 

 

 

 

491,880

 

 

 

 

 

 

9,008

 

 

 

3,725,872

 

Former President and Chief
Executive Officer

 

2021

 

 

832,500

 

 

 

500,000

 

 

 

1,033,489

 

 

 

 

 

 

1,650,000

 

 

 

 

 

 

9,022

 

 

 

4,025,011

 

 

 

2020

 

 

780,000

 

 

 

 

 

 

974,992

 

 

 

 

 

 

1,947,692

 

 

 

 

 

 

8,550

 

 

 

3,711,234

 

Jeff White

 

2022

 

 

358,654

 

 

 

 

 

 

449,997

 

 

 

 

 

 

60,121

 

 

 

 

 

 

7,874

 

 

 

876,646

 

Chief Financial Officer
and Secretary
(6)

 

2021

 

 

203,081

 

 

 

150,000

 

 

 

1,355,998

 

 

 

 

 

 

138,374

 

 

 

 

 

 

5,844

 

 

 

1,853,297

 

 

(1)
The amounts reported in the “Bonus” column of the table above for fiscal year 2021 include the following: for Mr. Barker a one-time special bonus paid as part of Mr. Barker’s amended and restated employment agreement entered into as of January 21, 2022; for Mr. White a one-time special bonus paid as part of a special bonus letter agreement.
(2)
For Messrs. Barker and White for fiscal year 2022, this amount consists of restricted stock units subject to time-based vesting requirements (“time-based restricted stock units”) awarded in fiscal year 2022 with a grant date fair value of $1,124,992, and $224,999, respectively, and performance stock units subject to both time- and performance-based vesting requirements (“performance-based restricted stock units”) awarded in fiscal year 2022 with a grant date fair value of $1,124,992 and $224,998, respectively (based on the “target” level of performance, which the Company determined was the probable outcome of the applicable performance-based conditions on the grant date). If the highest level of performance was achieved, the grant date fair value of the performance-based restricted stock units awarded in fiscal year 2022 to Messrs. Barker and White would be $2,249,984 and $449,997, respectively. For Messrs. Barker and White for fiscal year 2021, this amount consists of time-based restricted stock units awarded in fiscal year 2021 with a grant date fair value of $1,033,489 and $1,355,998, respectively. For Mr. Barker for fiscal year 2020, this amount consists of time-based restricted stock units awarded in fiscal year 2020 with a grant date fair value of $487,496, and performance-based restricted stock units awarded in fiscal year 2020 with a grant date fair value of $487,496 (based on the “target” level of performance, which the Company determined was the probable outcome of the applicable performance-based conditions on the grant date). If the highest level of performance was achieved, the grant date fair value of the performance-based restricted stock units awarded in fiscal year 2020 to Mr. Barker would be $974,992. These values have been determined under the principles used to calculate the grant date fair value of equity awards for purposes of our financial statements and in accordance with ASC 718 and reflects the number of shares of our Common Stock (the “target” number of shares in the case of restricted stock units with performance-based vesting conditions) subject to the restricted stock units awarded to the named executive officer multiplied by the closing price of a share of our Common Stock on the grant date of the award.
(3)
The amounts reported in the “Non-Equity Incentive Plan Compensation” column of the table above for fiscal year 2022 consist of annual cash incentives (bonuses) that were paid to Messrs. Barker and White based on the Compensation Committee’s assessment of the Company’s Adjusted EBITDA, total gross margin and total revenue for fiscal year 2022 relative to pre-established goals and the named executive officer’s individual performance during fiscal year 2022. The amounts reported in the “Non-Equity Incentive Plan Compensation” column of the table above for fiscal year 2021 consist of annual cash incentives (bonuses) that were paid to Messrs. Barker and White based on the Compensation Committee’s assessment of the Company’s Adjusted EBITDA and total revenue for fiscal year 2021 relative to pre-established goals and the named executive officer’s individual performance during fiscal year 2021. The amounts reported in the “Non-Equity Incentive Plan Compensation” column of the table above for fiscal year 2020 consist of two parts: (i) annual cash incentives (bonuses) that were paid to Mr. Barker based on the Compensation Committee’s assessment of the Company’s Adjusted EBITDA and same store sales for fiscal year 2020 relative to pre-established goals and Mr. Barker’s individual performance during fiscal year 2020, and (ii) the Company’s revenue in the fourth quarter of fiscal year 2020 relative to pre-established goals.
(4)
The amounts reported in the “All Other Compensation” column of the table above for fiscal year 2022 include the following: for Mr. Barker, $9,008 of aggregate matching contributions under our 401(k) plan; and for Mr. White, $7,874 of aggregate matching contributions under our 401(k) plan. The amounts reported in the “All Other Compensation” column of the table above for fiscal year 2021 include the following: for Mr. Barker $9,022 of aggregate matching contributions under our 401(k) plan; and for Mr. White $5,844 of aggregate matching contributions under our 401(k) plan. The amounts reported in the “All Other Compensation”

 

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column of the table above for fiscal year 2020 include the following: for Mr. Barker $8,550 of aggregate matching contributions under our 401(k) plan.
(5)
Mr. Barker retired and voluntarily resigned from his positions as President and Chief Executive Officer and as a member of the Board, effective April 14, 2023. See “Executive Compensation Tables—Potential Payments Upon a Termination or Change of Control.”
(6)
Mr. White was appointed Vice President of Finance, Chief Accounting Officer and Interim Chief Financial Officer, effective from September 26, 2021 until January 21, 2022, when he was then appointed Chief Financial Officer and Secretary, effective January 21, 2022.

GRANTS OF PLAN-BASED AWARDS

The following table summarizes all plan-based awards granted to each of the named executive officers during fiscal year 2022:

 

 

 

 

 

Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1)

 

 

Estimated Future Payouts Under Equity Incentive Plan Awards

 

 

All Other
Stock
Awards
Number of
Shares of
Stock or

 

 

Grant Date
Fair Value
of Stock and
Option

 

Name

Grant Date

 

Threshold

 

Target

 

 

Maximum

 

 

Threshold

 

Target

 

 

Maximum

 

 

Units

 

 

Awards

 

 

 

 

 

($)

 

($)

 

 

($)

 

 

(#)

 

(#)

 

 

(#)