Destination XL Group, Inc., Dicks Sporting Goods, Inc., Designer Brands Inc., Francescas Holding Corp., GNC Holdings, Inc., Haverty Furniture Companies, Inc., Hibbett Sports, Inc., J.
Jill, Inc., Kirklands, Inc., Pier 1 Imports Inc., Shoe Carnival, Inc., Sportsmans Warehouse Holdings, Inc., Stage Stores, Inc., Stein Mart, Inc., Tailored Brands, Inc., Tillys, Inc., Tuesday Morning Corporation, Vitamin
Shoppe, Inc. and Zumiez Inc. In the Chief Executive Officers view, these companies represent retailers in the sporting goods industry as well as certain similarly situated specialty retailers in terms of geographic location and size. This peer
group data is used only to inform the Chief Executive Officer and the Compensation Committee regarding general market practices in order to allow them to assess the reasonableness of the Companys compensation practices over time, not to align
the Companys compensation levels with those of any peer group companies.
Further, the Compensation Committee does not establish any
specific quantitative company or individual performance objectives, or any predetermined qualitative performance objectives, that must be achieved in order for the named executive officers to earn any portion of their compensation. The Compensation
Committees decision regarding annual base salaries, any equity awards and any annual bonus received by each named executive officer is a subjective one that is made by the Compensation Committee in its discretion after an overall assessment of
all of the factors it deems appropriate. Factors that have historically been considered by the Compensation Committee when determining compensation to be paid to the named executive officers include the Companys overall financial performance
in the prior year and projected financial performance in the current year, the executives performance of their duties as evaluated by the Compensation Committee and the Chief Executive Officer, cost of living increases and the Chief Executive
Officers recommendations.
In addition, the Chief Executive Officer interacts with all of the named executive officers on a near
daily basis throughout the year, and his assessments of each such executive officers individual performance are reflected in his recommendations to the Compensation Committee. Furthermore, members of the Compensation Committee (while serving
on the Compensation Committee, other Board committees or while attending meetings and functions of the Companys Board generally) also interact frequently with the Chief Executive Officer and the other named executive officers and have
available data relating to the performance of the business units or functions for which each named executive officer is responsible. As a result, the Compensation Committee members form their own assessments of each executives performance
throughout the year, and these assessments, along with the Chief Executive Officers recommendations, are considered in setting overall and relative salary and bonus levels and equity grants.
As noted above, our named executive officers have an average tenure of 31 years with us. Consequently, the Company believes that, as a
practical matter, the skills, scope of duties and relative contributions of these officers tend to be more consistent from year to year in comparison to the executive officers of companies for which there has been more turnover. Accordingly, the
year-over-year compensation levels, and the compensation levels of our named executive officers relative to one another, tend to reflect that fact.
Internal Revenue Code Section 162(m) generally disallows a tax deduction to reporting companies for compensation over $1,000,000 paid to
the companys chief executive officer, chief financial officer and certain other highly compensated officers, subject to certain exceptions. Historically, Section 162(m) has not been a factor in the design of our executive compensation
program because the compensation of our executives other than our Chief Executive Officer has not approached $1,000,000, and the compensation of our Chief Executive Officer has not typically exceeded $1,000,000.
Elements of Compensation
Salary
Our Compensation
Committee reviews the base salaries of our named executive officers annually. The salaries of our named executive officers are determined in the sole discretion of the Compensation Committee, after receiving recommendations from our Chief Executive
Officer. As noted above, the Compensation Committee considers individual and Company performance, as well as factors such as publicly available information on executive compensation, including industry comparisons and competitive data, each
executives role and responsibilities, the responsibility levels of the executives relative to one another and changes in the cost of living.
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