Academy Sports and Outdoors (ASO) DEF 14ADefinitive proxy

Academy Sports and Outdoors, Inc.

2023 Proxy Statement

Notice of

Basis of Presentation

All references below to “Academy," "we," "us," "our" or the "Company" refer to (1) prior to October 1, 2020, New Academy Holding Company, LLC, a Delaware limited liability company and the prior parent holding company of our operations, and its consolidated subsidiaries; and (2) on and after October 1, 2020, Academy Sports and Outdoors, Inc., a Delaware corporation and the current parent holding company of our operations, and its consolidated subsidiaries. We conduct our operations through our subsidiaries, including our indirect subsidiary, Academy, Ltd., an operating company which is doing business as Academy Sports + Outdoors. References to this “Proxy Statement” refer to the 2023 Proxy Statement of the Company. References to the “Annual Meeting” refers to the Company’s 2023 Annual Meeting of Stockholders.

We operate on a retail fiscal calendar pursuant to which our fiscal year consists of 52 or 53 weeks, ending on the Saturday closest to January 31 (which such Saturday may occur on a date following January 31) each year. References to any year, quarter, or month mean our fiscal year, fiscal quarter, and fiscal month, respectively, unless the context requires otherwise. References to “2019,” “2020,” “2021,” “2022,” and “2023,” or to such fiscal year relate to our fiscal years ended February 1, 2020, January 30, 2021, January 29, 2022, January 28, 2023, and February 3, 2024, respectively, unless the context requires otherwise.

Capitalized terms used but not defined herein have the meanings set forth in our Annual Report on Form 10-K for the fiscal year ended January 28, 2023 (the “Annual Report”). Numerical figures included in this Proxy Statement have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them.

This Proxy Statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are based on the Company’s current expectations and are not guarantees of future performance. Words such as “outlook,” “guidance,” “anticipates,” “assume,” “believes,” “continues,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “future,” “will,” “seeks,” “foreseeable,” or the negative version of these words or other comparable words or similar expressions are used to identify these forward-looking statements. In particular, forward-looking statements include, but are not limited to, statements regarding the payment, timing or amount of dividends or statements we make about our expectations for our operations and business and our corporate responsibility progress, plans, and goals (including environmental and social matters and such other matters relating to our team members). Actual results may differ materially from these expectations due to changes in global, regional, or local economic, business, competitive, market, regulatory and other factors, many of which are beyond the Company’s control. Important factors that could cause actual results to differ materially from those in the forward-looking statements are set forth in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including the Annual Report under the caption “Risk Factors,” as may be updated from time to time in our periodic filings with the SEC. Any forward-looking statement in these materials speaks only as of the date released. The Company undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws. In addition, historical, current, and forward-looking sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.

Reference to websites included throughout this Proxy Statement are provided for convenience only, and the contents of our websites do not constitute a part of and are not incorporated by reference into this Proxy Statement.

Notice of Annual Meeting of Stockholders

This notice and the accompanying Proxy Statement, proxy card and 2022 Annual Report (the “proxy materials”) are first being made available to stockholders on or about May 12, 2023.

By Order of the Board of Directors,

We have delivered this Proxy Statement to you in connection with the solicitation by the Board of Directors (the “Board” or “Board of Directors”) of Academy of proxies to be voted at the Annual Meeting to be held on June 1, 2023, and at any postponements or adjournments of the Annual Meeting. You are invited to attend the Annual Meeting and vote your shares in person.

The Board of Directors oversees or directs our business and affairs, as provided by Delaware law, and conducts its business through meetings of the Board and its three standing committees: the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee. The Board is currently comprised of nine directors (and will increase to ten directors as noted below), eight of whom are independent.

Our Certificate of Incorporation provides for a classified Board currently divided into three classes. Ken Hicks, Beryl Raff and Jeff Tweedy constitute a class with a term that expires at the Annual Meeting (the “Class III Directors”); Brian Marley, Tom Nealon, Chris Turner and, as described in greater detail below, as of June 1, 2023, Steven (Steve) P. Lawrence, constitute a class with a term that expires at the Annual Meeting of Stockholders in 2024 (the “Class I Directors”); and Wendy Beck, Theresa Palermo, who was appointed to the Board on July 21, 2022, and Sharen Turney constitute a class with a term that expires at the Annual Meeting of Stockholders in 2025 (the “Class II Directors”). Ms. Palermo was recommended to the Board by a third-party search firm, and Mr. Lawrence was appointed to the Board, effective as of 12:01 a.m. Central Time on June 1, 2023, in connection with his succeeding Mr. Hicks as our Chief Executive Officer and Mr. Hicks’s transition to the Executive Chairman role, effective as of such date. For details, see the “Leadership Structure of the Board” below. Directors are elected by our stockholders to serve for three-year terms that expire on the date of an annual meeting of stockholders. One class of directors stands for election at each of our annual meetings of stockholders. The terms of our three current Class III directors expire on the date of the Annual Meeting, subject to the election and qualification of their successors. Upon the recommendation of the Nominating and Governance Committee (the “Governance Committee”), the Board has considered and nominated Ken Hicks, Beryl Raff and Jeff Tweedy to continue as Class III Director nominees for a three-year term expiring at the Annual Meeting of Stockholders in 2026. Action will be taken at the Annual Meeting for the election of these three Class III Director nominees.

Unless otherwise instructed, the persons named in the proxy card (the “proxy holders”) included with this Proxy Statement intend to vote the proxies held by them “FOR” the election of each of Ken Hicks, Beryl Raff and Jeff Tweedy. Each of these nominees has indicated that he or she will be willing and able to serve as a director. If either of these nominees ceases to be a candidate for election by the time of the Annual Meeting (a contingency which the Board does not expect to occur), the Board may propose another person or persons in place of any such nominee(s), and the individuals designated as your proxies will vote to appoint that proposed person or persons. Alternatively, the Board may decide to reduce the number of directors constituting the full Board.

We believe the current composition of the Board brings a diverse balance of relevant experience and backgrounds to our Company. The Board is composed of seasoned directors and executives with proven track records of leadership and success in retail and other consumer-oriented businesses that are relevant in light of the Company’s business, strategy, and structure. The Board and the Governance Committee regularly evaluates its composition to ensure it continues to advance our business strategies and serve the interests of our stockholders.

Set forth below is certain information regarding each director whose term continues beyond the Annual Meeting and who is not subject to re-election this year. Beneficial ownership of equity securities for these directors is also shown under “Ownership of Securities” below. Mr. Lawrence’s appointment to the Board will take effect as of 12:01 a.m. Central Time on June 1, 2023.

The primary role of the Board is to direct and oversee the management of the business and affairs of the Company in a manner that it considers in the best interests of the Company and its stockholders, in accordance with applicable laws and the Nasdaq Stock Market LLC (“Nasdaq”) Listing Rules. The Board’s responsibility is one of oversight and, in performing its oversight role, the Board serves as the ultimate decision-making body of the Company, except for those matters reserved to or shared with our stockholders. The Board selects our Chief Executive Officer and oversees our executive officers, who are charged by the Board with conducting our business. As part of its responsibility, the Board exercises direct oversight of strategic matters such as strategic planning, budgeting, capital planning, compensation, governance, succession planning, cybersecurity, risk management, compliance, and environmental, social and governance (“ESG”) matters. The Board has a dedicated annual strategic planning meeting with senior management and receives quarterly strategic updates during its regular meetings.

To assist it in fulfilling its responsibilities, the Board has delegated certain authority to its standing committees: the Audit Committee, the Governance Committee and the Compensation Committee, each of which is composed entirely of independent directors. The roles and responsibilities of these standing committees are described below under “Board Committees.”

Our commitment to good corporate governance is reflected in the Board’s Corporate Governance Guidelines, which describe the principles and practices that the Board is expected to follow in carrying out its responsibilities. The Corporate Governance Guidelines are reviewed periodically by the Governance Committee and updated to the extent deemed appropriate in light of emerging practices and to ensure compliance with applicable laws, regulations, governance documents, and Nasdaq Listing Rules, upon recommendation to and approval by the Board. Copies of the Corporate Governance Guidelines and other corporate governance information are available on our investor relations website at investors.academy.com.

Our Corporate Governance Guidelines address topics such as the role and responsibility of the Board, Board composition, structure and policies, Board meetings, committees of the Board, expectations of directors, management succession planning for the Chief Executive Officer and other executive officers, annual Board and committee evaluations, director compensation, director independence and qualifications, nomination, and selection, Board refreshment and retirement age/term limits, selection and separation or combination of the Chairman of the Board and Chief Executive Officer, responsibilities of the Lead Director, director orientation and continuing education, director access to officers and team members, changes in directors’ principal occupation, outside directorships/overboarding, investor and other stakeholder communications with the Board and its non-management directors, and strategic planning and budgeting.

The Corporate Governance Guidelines limit the number of public company boards on which a director may serve (including our Board) to four and the number of public company audit committees on which an Audit Committee member may serve (including our Audit Committee) to three. Further, directors who also serve as executive officers (or in equivalent positions) generally should not serve on more than three public company boards (including our Board). All of our directors, director nominees, and executive officers currently comply with our overboarding policy.

To promote free and open discussion and communication among the non-management directors of the Board, the non-management directors will meet in executive session with no members of management present from time to time. In addition and in accordance with the Nasdaq Listing Rules, to the extent that the non-management directors include any non-independent directors, the independent directors also meet separately at least twice a year in an executive session that excludes management and non-independent directors. The Lead Director presides at the executive sessions of both non-management and independent directors. In 2022, the independent directors separately met at least twice in executive session that excluded management and non-independent directors.

Our Audit Committee consists of Brian Marley, who serves as the Chair, Wendy Beck, Tom Nealon (effective as of May 31, 2023), and Chris Turner. The Board has determined that each member of the Audit Committee is “independent,” as required by Rule 10A-3 under the Exchange Act, and the Nasdaq Listing Rules applicable to directors and audit committee members, and meets the “financial sophistication” requirement within the meanings of the Nasdaq Listing Rules, and has also determined that Messrs. Marley, Turner, and Nealon and Ms. Beck each qualify as an “audit committee financial expert,” as defined in Item 407(d)(5) of Regulation S-K.

Under the Audit Committee’s charter, which is reviewed by the Audit Committee annually, the oversight responsibilities of the Audit Committee involve the following (among others):

Along with the Board, the Audit Committee receives regular reports from management to help ensure its effective and efficient oversight and to assist in its proper risk management and ongoing evaluation of management controls. Through its regular meetings with management, including the accounting, finance, legal, internal audit, risk management, business continuity, and information technology functions and discussions, as appropriate, with our independent registered public accounting firm and internal auditors, the Audit Committee reviews and discusses significant areas of our business, including areas of risk and appropriate mitigating factors. Our internal auditors report functionally and administratively to our Chief Financial Officer and directly to the Audit Committee.

Our Compensation Committee consists of Beryl Raff, who serves as the Chair, Tom Nealon, Sharen Turney, and Jeff Tweedy. The Board has determined that each member of the Compensation Committee is “independent” as required under the Nasdaq Listing Rules applicable to directors and members of a compensation committee and also qualifies as a “non-employee” director for purposes of Section 16 of the Exchange Act.

Under the Compensation Committee’s charter, which is reviewed by the Compensation Committee annually, the oversight responsibilities of the Compensation Committee involve the following (among others):

Along with the Board, the Compensation Committee receives regular reports from management to help ensure its effective and efficient oversight and to assist in its proper risk management and ongoing evaluation of compensation programs. Through its regular meetings with management, including the human resources, compensation, and legal functions and discussions, as appropriate, with its independent compensation consultant, the Compensation Committee reviews and discusses significant areas of our business, including areas of risk and appropriate mitigating factors.

Our Governance Committee consists of Wendy Beck, who serves as the Chair, Theresa Palermo, Sharen Turney, and Jeff Tweedy. The Board has determined that each member of the Governance Committee is “independent” as required under the Nasdaq Listing Rules applicable to directors.

Under the Governance Committee’s charter, which is reviewed by the Governance Committee annually and, the oversight responsibilities of the Governance Committee involve the following (among others):

Along with the Board, the Governance Committee receives regular reports from management to help ensure its effective and efficient oversight and to assist in its proper risk management and ongoing evaluation of governance practices and policies. Through its regular meetings with management, including the legal, ESG, and investor relations functions and discussions, as appropriate, with its legal counsel, the Governance Committee reviews and discusses significant areas of our business, including areas of risk and appropriate mitigating factors.

All directors are expected to attend all meetings of the Board, meetings of the committees of which they are members, and the annual meeting of stockholders. During 2022, the Board held seven meetings, the Audit Committee held five meetings, the Compensation Committee held six meetings, and the Governance Committee held four meetings. In addition, the Board, the Audit Committee, the Compensation Committee, and the Governance Committee acted by unanimous written consent several times during 2022. In 2022, all of our incumbent directors attended at least 75% of the meetings of the Board of Directors and its committees during the time in which he or she served as a member of the Board or such committee. In addition, all of our directors are expected to attend our Annual Meetings of Stockholders, and all ten of our then serving directors attended the 2022 Annual Meeting of Stockholders.

In order to assess the functioning and effectiveness of the Board and its committees, the Corporate Governance Guidelines and the charters of each of the Board’s committees require the Board and each of its committees to conduct a formal performance evaluation on at least an annual basis, generally at the first regularly scheduled meetings of the Board or such committee in the fiscal year. This annual evaluation process is overseen by the Governance Committee in concert with the Lead Director and requires that the Board and its committees each review and evaluate their respective performances against the requirements of the Corporate Governance Guidelines and the appropriate committee charters, respectively.

To encourage directors to be candid in their evaluations with their feedback, evaluation results are aggregated and presented without attribution, covering the following topics among others:

In addition to the written evaluation, our Lead Director also conducts one-on-one interviews with each of the directors, and the chair of each committee shares the evaluation report with committee members and solicits additional feedback. These interviews address similar topics, with the one-on-one setting permitting more detailed feedback on Board operations and director performance, as well as providing opportunities for mentoring newer directors. The results of the evaluations and feedback from these interviews is typically discussed in executive session with the full Board and by each committee at their first regular meetings of the fiscal year.

The Governance Committee is responsible for recommending director nominees to the Board for annual election by the stockholders. The Board seeks to promote refreshment of its directors, while also balancing the need for institutional knowledge and stability that comes from longer-term service on the Board. As part of the Board’s ongoing refreshment efforts, the Corporate Governance Guidelines prohibit a director from being nominated for re-election at any annual meeting following the earlier of their 75th birthday or after they achieve 15 years of service on the Board. Current members of the Board whose class term is expiring are considered for nomination for reelection unless they have notified the Board that they do not wish to stand for re-election. Nevertheless, the Board believes that directors should not expect to be re-nominated at the end of their term. In determining whether to recommend a current director for re-election, the Governance Committee considers the director’s qualifications, participation in and contributions to the activities of the Board, the results of the annual Board evaluation, and past meeting attendance.

The Governance Committee may also consider director nominees identified by other sources, including current members of the Board, members of management, and stockholders. From time to time, the Governance Committee may retain a third-party search firm to assist in the identification of possible Board candidates. Services provided by the search firms include identifying and assessing potential director candidates meeting criteria established by the Governance Committee, verifying

information about the prospective candidate’s credentials, and obtaining a preliminary indication of interest and willingness to serve as a Board member.

The Board will consider director candidates recommended by stockholders on a substantially similar basis as it considers other candidates. Any such recommendation should be submitted to the Corporate Secretary in writing and should include any supporting material the stockholder considers appropriate in support of that recommendation, but must include information that would be required under the rules of the SEC to be included in a proxy statement soliciting proxies for the election of such candidate and a written consent of the candidate to serve as one of our directors if elected. Stockholders wishing to propose a candidate for consideration may do so by submitting the above information to the attention of the Corporate Secretary at Academy Sports and Outdoors, Inc., 1800 North Mason Road, Katy, Texas 77449. All recommendations for nomination received by our Corporate Secretary that satisfy our Bylaws’ requirements relating to director nominations will be presented to the Board for its consideration. Stockholders also must satisfy the notification, timeliness, consent, and information requirements set forth in our Bylaws. These requirements are also described in this Proxy Statement under “Stockholder Proposals for the 2024 Annual Meeting.”

The Board is responsible for considering the long-term make-up of the Board and monitoring the mix of specific experience, skills, qualifications, and attributes of its directors so that the Board, as a whole, has the necessary tools to perform its oversight function effectively in light of our business and structure. The Governance Committee is responsible for identifying director candidates, evaluating the qualifications of director candidates, and selecting and recommending director candidates to the full Board for initial appointment to the Board and/or nomination for annual election by our stockholders. When considering whether our current directors (including the director nominees) have the experience, skills, qualifications, or attributes, needed by the Board, the Board and the Governance Committee focus on each person’s background, primarily as reflected in the information discussed in each director’s individual biography set forth above. The Board and the Governance Committee believe that our current directors (including the director nominees) provide an appropriate mix of experience, skills, qualifications and attributes necessary for the Board, as a whole, to perform its oversight function in light of our business and structure.

The Governance Committee evaluates all candidates based on the same criteria, which is established by the Governance Committee and approved by the Board. The Governance Committee evaluates each director candidate on the basis of the length, breadth and quality of the candidate’s business experience, the applicability of the candidate’s skills and expertise to the Company’s business and strategic direction, the perspectives that the candidate will bring to the entire Board, and the personality or fit of the candidate with the existing members of the Board and management. As required by its charter and the Corporate Governance Guidelines, the Governance Committee seeks directors who are independent, have executive officer, consumer retail, and public board experience, and demonstrate strong character, mature judgment, an understanding of Academy’s business and industry, deep business acumen, independence of thought, and collegiality. In addition, the Governance Committee considers all other factors it considers appropriate, which may include the candidate’s personal familiarity with Academy, diversity of viewpoints, personal ethnic and national background, gender, race, geography and sexual orientation, age, existing commitments to other businesses, potential conflicts of interest, legal considerations, corporate governance background, career experience, relevant technical skills, governmental acumen, financial sophistication, and executive compensation experience, as well as the size, composition, combined expertise, and needs of the Board. The Board assesses the criteria for director candidates and nominees in connection with its annual evaluation of the Board and its committees.

The Board recognizes the importance of selecting directors from various backgrounds and professions, as well as who are diverse as to age, gender, race, ethnicity, and sexual orientation. The Board believes that developing a diverse board is beneficial because it enhances the Board’s performance. Thus, the Board is considerate of diversity, including diversity of gender and race, when evaluating the Board’s composition needs, as set forth in the Corporate Governance Guidelines and Governance Committee’s charter. The Corporate Governance Guidelines require that, as part of the search process for each new non-employee director, the Governance Committee should include women and minorities in each pool of candidates (and direct any third-party search firm to do so), and will interview at least one woman or one minority candidate. The Board assesses the effectiveness of these efforts in connection with its annual evaluation of the Board and its committees.

The Governance Committee oversees director orientation, ongoing director engagement, and our continuing education programs, which includes both internal activities and access to external programming. We have a structured director orientation program for new directors during their first year on the Board to accelerate their onboarding. This program includes information sessions with directors and senior management and visits to our stores and other facilities. Our director engagement and continuing education programs includes in-depth meetings with management and our outside advisors, covering topics such as the responsible sale and transfer of firearms, Board fiduciary responsibilities, personal cyber safety, preview new or updated product lines, and store visits and our distribution facilities to expand their insight into business operations and activities and observe our strategic initiatives in action. We provide all directors with membership in the National Association of Corporate Directors and relevant educational presentations and board-related periodicals.

The Board is responsible for the development and retention of senior leadership and ensuring that an appropriate succession plan is in place for our Chief Executive Officer and other executive officers. Both the Board and the Compensation Committee are regularly engaged in succession planning. The Compensation Committee primarily oversees the development and implementation of succession plans for senior leadership positions. This process includes review and discussion of the performance and development of senior leadership on a regular basis, along with management’s evaluation and recommendations for senior leadership succession, including both long-term succession plans and emergency succession plans. The Board also regularly reviews succession plans for senior management and the Chief Executive Officer. To assist the Board, our Chief Executive Officer annually provides his assessment of senior leaders and their potential to succeed at key senior management positions. The Board also meets potential leaders at many levels across the organization through formal presentations, informal events, one-on-one meetings, and store and other facility walks throughout the year.

As discussed above, on April 27, 2023, as part of our ongoing and extensive management succession planning, we announced leadership changes scheduled to take effect on June 1, 2023. Specifically, effective as of 12:01 a.m. Central Time on June 1, 2023, Mr. Lawrence, the Company’s current Executive Vice President, Chief Merchandising Officer, has been appointed to succeed Mr. Hicks as the Chief Executive Officer of the Company and Mr. Mullican, the Company’s current Executive Vice President, Chief Financial Officer, has been appointed to succeed Mr. Hicks as the President of the Company, with Mr. Hicks transitioning from Chairman, President and Chief Executive Officer to a newly created Executive Chairman of the Board role as of such time. Messrs. Lawrence and Mullican will continue to serve as Chief Merchandising Officer and Chief Financial Officer, respectively, until successors are appointed to these roles. For details, please see our “Leadership Structure of the Board” section above.

At Academy, responsible leadership and integrity are values that are fundamental to the way we conduct our business. We believe that practicing corporate responsibility strengthens the accountability and performance of the Board and executive management team, supports the long-term interests of our stockholders and other stakeholders (including our team members, our customers, and their communities), and furthers the achievement of Our Vision to be the best sports + outdoors retailer in the country. Our commitment to meaningful environmental, social and governance (“ESG”) practices reflects our belief that we must engage in responsible corporate leadership to be our best.

At the management level, senior leaders comprise a cross-functional team that drives our ESG efforts. The ESG team focuses on identifying key ESG matters that are important to our business and stakeholders, developing initiatives that advance our ESG efforts, and reporting and communicating our ESG progress. The ESG team works with the major functions of the Company, including executive management, merchandising, global sourcing, supply & logistics, community giving, communications, human resources, legal & compliance, safety, information technology, store and distribution center operations, facilities management, and internal audit to align our efforts with general corporate responsibility trends and the views of our stakeholders and report and communicate our progress on these efforts using the leading ESG framework and standards, as further described below.

Our ESG efforts primarily relate to keeping our customers active and connected with experiences, contributing to a diverse and inclusive society and workplace, investing in our team members, ensuring the quality and safety of our products, workplaces and retail experience, supporting and giving to our communities, enhancing our governance practices, strengthening our compliance programs, ensuring our cybersecurity, and minimizing our environmental impact. Going forward, we will continue to review and appropriately enhance the scope of our evolving ESG efforts.

On a periodic basis, we issue a report describing our ESG initiatives and progress. In April 2022, we issued a completely redesigned and updated ESG Report for 2021 (the “2021 ESG Report”). The 2021 ESG Report seeks to provide transparent and quantitative disclosures, reporting informed by the Sustainability Accounting Standard Board (“SASB”) standard and in reference to the Global Reporting Initiative (“GRI”) standard, and tear sheets that contain disclosures of certain standard metrics to improve the convenience of reviewing our achievements. Additionally, in December 2022, we issued a Greenhouse Gas (“GHG”) Emissions Supplement, which reported a baseline inventory of the Company’s Scope 1 and Scope 2 GHG emissions for calendar year 2021. In April 2023, the Company introduced its ESG Purpose Statement and Pillars, which provide a framework for the Company’s approach to ESG. The 2021 ESG Report, the GHG Emissions Supplement, and the ESG Purpose Statement and Pillars are available on the ESG page on our investor relations website at investors.academy.com.

Management is responsible for the day-to-day management of risk, while the Board is primarily responsible for risk management oversight and delegates oversight of certain risk management to its committees. The Board oversees our long-range strategic and financial planning, annual budget and capital plans, stockholder return principles, and financing risks. The Audit Committee oversees the administration of our enterprise risk management (“ERM”) program and risk management of financial exposures, statements, controls, systems and reporting; regulatory and compliance, including ethics, anti-corruption, safety, and whistleblower programs; cybersecurity and data privacy; internal audit and related matters; shrink; and related party transactions. The Compensation Committee oversees risk management of our compensation policies and practices; talent recruitment, management, and retention; succession planning; and non-employee director compensation. The Governance Committee oversees risk management of our corporate governance; Board composition; director succession planning; ESG strategy; and political contributions. Each committee submits reports and recommendations to the Board regarding risk-related matters.

The Board and its committees receive regular reports from management regarding specific risks and trends to help ensure effective and efficient oversight of our activities and to assist in proper risk management and the ongoing evaluation of management controls. The Board and its committees discuss selected risks in greater detail throughout the year with management and in executive sessions of the Board and/or the independent directors.

Risks facing the Company include macroeconomic, supply chain, legal, regulatory and compliance, operational, information technology, cybersecurity, labor, business continuity, competitive, financial, safety, reputational, and other business risk exposures. For more information on the risks that affect our business, please see the Annual Report.

Leaders from our Risk Management and Internal Audit functions (the “ERM Team”) administer our ERM program, which is designed to identify, assess and manage our top enterprise risks. Responsibility for managing each of top exposures driving our enterprise risks is assigned to one or more members of management, who we refer to as “risk owners.” The ERM Team’s responsibility is to regularly identify our top enterprise risks (including emerging risks); assess the likelihood of their occurrence, the significance of their potential impact, and the effectiveness of our existing strategies to mitigate their risk; and develop plans with risk owners to monitor, manage and mitigate these risks. The ERM Team holds regular risk discussions with enterprise risk owners and senior management, which inform the development, updating, and mitigation of the top enterprise risks. In addition, the ERM Team holds regular meetings to discuss key risks and their mitigation.

The Company also maintains an Enterprise Risk Management Committee (or “ERM Committee”), composed of senior leaders from certain principal functional areas of the Company and charged with adequately identifying short-term (within twelve months) and long-term key risks the Company faces in a timely manner. The ERM Committee meets monthly to discuss and address the Company’s enterprise risk profile and any new or emerging risks with our ERM Team and risk owners. The Company’s enterprise risks are assessed and ranked annually by the ERM Committee through leadership interviews, surveys, and calibrations based on risk management reviews conducted by the ERM Team.

In its oversight of our ERM program, the Audit Committee reviews the Company’s processes governing management’s assessment and management of the Company’s exposure to risk, including the implementation of strategies management takes to monitor and control such exposures. The Audit Committee stays apprised of significant actual and potential risks in part through their review of quarterly reports of the Company’s top enterprise risks prepared and presented by management, including the General Counsel and the heads of Risk Management and/or Internal Audit.

The Audit Committee has primary responsibility for overseeing risks related to cybersecurity and data privacy, although the full Board also exercises oversight over these risks. As frequently as needed, but at least on a quarterly basis, the Audit Committee and/or full Board receive detailed reports on cybersecurity and data privacy matters from our Chief Information Officer (who has primary responsibility for information security) and our General Counsel (who has primary responsibility for data privacy). The topics covered include risk identification and management strategies, risk mitigation activities, results of third-party assessments and testing, team member training and other preparedness activities, and strategy, compliance, and governance. In addition, our Internal Audit function routinely performs audits on various aspects of cybersecurity and data privacy and reports the results of these audits in its quarterly reports to the Audit Committee. As of May 31, 2023, three of the four members of the Audit Committee will have skills, knowledge and experience related to cybersecurity.

The Audit Committee also has primary responsibility for overseeing risks related to compliance with regulations, policies, and our Ethics and Code of Conduct Policy, including risks and concerns relating to ethics, gifts & entertainment, conflicts of interest, fraud, corruption, violations, theft, misuse of assets, discrimination, harassment, retaliation, and safety, although the full Board also exercises oversight over these risks. On a quarterly basis or more frequently as needed, the Audit Committee and/or full Board receive detailed reports on these risks and on concerns reported through the Company’s whistleblower hotline from our General Counsel (who is our chief compliance officer).

We believe that the leadership structure of the Board, along with the allocation of risk management responsibilities described above, provides appropriate risk oversight of our activities.

We maintain a written code of ethics (our Ethics and Code of Conduct Policy) that applies to our directors, officers and team members, including our principal executive officer, principal financial officer, principal accounting officer, controller, or persons performing similar functions. The Ethics and Code of Conduct Policy covers the following topics, among others: respectful work & shopping environments, diversity and inclusion, safety and health, discrimination and harassment, vendor expectations, bribes and improper payments, conflicts of interest, insider trading, antitrust and competition, political activity and contributions, and reporting ethical concerns.

Our Ethics and Code of Conduct Policy is a “code of ethics,” as defined in item 406(b) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”), and can be viewed on our investor relations website at investors.academy.com. We intend to make any legally required disclosure regarding amendments to, or waivers of, provisions of our Ethics and Code of Conduct Policy on our website.

Our Insider Trading Policy requires executive officers and directors to consult, and receive pre-clearance from, our General Counsel prior to engaging in transactions involving the Company’s securities. Directors and executive officers are prohibited from hedging or monetization transactions including, but not limited to, variable forward contracts, equity swaps, collars and exchange funds, or from trading in options, warrants, puts and calls or similar instruments on the Company’s securities or establishing a short position in the Company’s securities. Our Insider Trading Policy also prohibits our directors, officers and team members from purchasing the Company’s securities on margin, or borrowing against any account in which the Company’s securities are held, or pledging the Company’s securities as collateral for a loan.

As described in the Corporate Governance Guidelines, anyone, including stockholders and any other interested parties, who would like to communicate with, or otherwise make his or her concerns known directly to the Chairman of the Board or the chairperson of the Audit, Governance, and/or Compensation Committees, any then-serving Lead Director or, if there is no Lead Director, the director designated by the non-management or independent directors as the presiding director, or to the non-management or independent directors as a group, may do so by addressing such communications or concerns to the attention of our Corporate Secretary at Academy Sports and Outdoors, Inc., 1800 North Mason Road, Katy, Texas 77449, who will forward such communications to the appropriate party, except that the Corporate Secretary reserves the right not to forward advertisements or solicitations, obscene or offensive items, communications unrelated to the Company’s affairs, business or governance, or otherwise inappropriate materials.

Under the Board compensation program, non-employee directors receive the following compensation (references to non-employee directors exclude directors employed by the Company):

However, if a non-employee director is appointed to the Board after the first business day following an annual meeting of stockholders but more than 60 days prior to the next annual meeting of stockholders, such non-employee director will be paid the above-described annual cash retainer(s) and granted the above-described annual RSU grant prorated based on the number of calendar days remaining before (a) the next annual meeting of stockholders, if scheduled, or (b) the date of the first anniversary of the last annual meeting of stockholders, if the next annual meeting of stockholders is not scheduled, divided by (x) the number of calendar days between the last and next scheduled annual meeting of stockholders, or (y) 365, if either the last or the next annual meeting of stockholders date does not exist and ending on the vesting date for such prorated grant (which vesting date will be the same vesting date on which the corresponding annual grant that was made to the other non-employee directors will vest). A non-employee director appointed within 60 days of the next annual meeting of stockholders will receive a prorated cash retainer as described above, and an annual RSU grant will be made on the day of the annual meeting of stockholders as set forth in the director compensation policy.

Our directors will also be reimbursed for reasonable travel and lodging expenses associated with attendance at Board or committee meetings. Additionally, all directors are eligible to receive a discount of 20% on most of our merchandise, which is the same discount we offer to all our team members.

The following table contains information concerning the compensation of our non-employee directors in 2022, specifically, Mses. Beck, Palermo, Raff and Turney, and Messrs. Nealon, Marley, Questrom, Turner and Tweedy. Mr. Hicks did not receive any additional compensation for his service as Chairman of the Board in 2022 (and his compensation for services as our Chief Executive Officer is disclosed in the Summary Compensation Table in this Proxy Statement) and Nate Taylor (a non-employee director and designee of affiliates of KKR who resigned from the Board on June 2, 2022) was not compensated by the Company for this service on the Board in 2022 and was not subject to the Stock Ownership Guidelines described below.

Covered directors who do not achieve the required levels of ownership within the prescribed amount of time will be required to retain 100% of any Company equity acquired (net of taxes) until the next compliance date on which their ownership of eligible securities meets applicable required guidelines. The non-employee directors are either in compliance with the Stock Ownership Guidelines or within the prescribed time period for complying with such guidelines.

The Audit Committee has appointed Deloitte & Touche LLP to serve as our independent registered public accounting firm for fiscal 2023.

Although ratification is not required by our Bylaws or otherwise, the Board is submitting the appointment of Deloitte & Touche LLP to our stockholders for ratification because we value our stockholders’ views on the Company’s independent registered public accounting firm. If our stockholders fail to ratify the appointment, it will be considered as notice to the Board and the Audit Committee to consider the selection of a different firm. Further, if the appointment is ratified, the Audit Committee, in its discretion, may appoint a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our stockholders. A representative of Deloitte & Touche LLP is expected to be present at the Annual Meeting. The representative will have an opportunity to make a statement if they desire and will be available to respond to questions from stockholders.

The shares represented by your proxy will be voted “FOR” the ratification of the appointment of Deloitte & Touche LLP unless you specify otherwise.

The following table presents fees for professional services rendered by our independent registered public accounting firm, Deloitte & Touche LLP for the audit of our financial statements for 2022 and 2021 and for fees billed for other services rendered by affiliates of Deloitte & Touche LLP during those periods.

Consistent with SEC policies regarding auditor independence and the Audit Committee’s charter, the Audit Committee has responsibility for engaging, setting compensation for, and reviewing the performance of the independent registered public accounting firm. In exercising this responsibility, the Audit Committee has adopted policies and procedures relating to the approval of all audit and non-audit services that are to be performed by our independent registered public accounting firm and pre-approves all audit and permitted non-audit services provided by any independent registered public accounting firm prior to each engagement. The Audit Committee, prior to such engagement, pre-approves independent public accounting firm services within each category and the fees of each category are budgeted. During the year, circumstances may arise when it may become necessary to engage the independent registered public accounting firm for additional services not contemplated in the original pre-approval or for services in excess of the originally pre-approved amount. In those instances, the Audit Committee requires specific pre-approval before engaging the independent registered public accounting firm. If pre-approval is required between Audit Committee meetings, the Chair of the Audit Committee may pre-approve the services, provided that notice of such pre-approval is given to the other members of the Audit Committee and presented to the full Audit Committee at its next regularly scheduled meeting.

The Audit Committee operates pursuant to a charter which is reviewed annually by the Audit Committee. Additionally, a brief description of the primary responsibilities of the Audit Committee is included in this Proxy Statement under “Board Governance - Board Committees - Audit Committee.” Under the Audit Committee’s charter, management is responsible for the preparation, presentation and integrity of our financial statements, the application of accounting and financial reporting principles, and our internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent registered public accounting firm is responsible for auditing our financial statements and expressing an opinion as to their conformity with accounting principles generally accepted in the United States of America.

In the performance of its oversight function, the Audit Committee reviewed and discussed the audited financial statements of the Company with management and with the independent registered public accounting firm. The Audit Committee also discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC. In addition, the Audit Committee received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and discussed with the independent registered public accounting firm their independence.

Based upon the review and discussions described in the preceding paragraph, the Audit Committee recommended to the Board that the audited financial statements of the Company be included in the Annual Report.

Submitted by the Audit Committee of the Company’s Board of Directors:

Pursuant to Section 14A of the Exchange Act, our stockholders are being asked to approve, by a non-binding advisory vote, the compensation of our named executive officers as disclosed pursuant to Item 402 of Regulation S-K in the Compensation Discussion and Analysis and related, compensation tables and narrative discussion included in this Proxy Statement. While the results of this “say-on-pay” vote are non-binding and advisory in nature, the Board intends to carefully consider the results of this vote.

The text of the resolution in respect of Proposal No. 3 is as follows:

“RESOLVED, that the compensation paid to the Company’s named executive officers in fiscal 2022, as disclosed in this Proxy Statement pursuant to the rules of the SEC, including the Compensation Discussion and Analysis, compensation tables and any related narrative discussion, is hereby APPROVED.”

In considering their vote, stockholders should review the information on our compensation policies and decisions regarding the named executive officers presented in Compensation Discussion and Analysis, including the related the compensation tables and narrative discussion on pages 35 to 62, as well as the discussion regarding the Compensation Committee on page 21.

In accordance with our policy of holding annual “say-on-pay” advisory votes, the next “say-on-pay” advisory vote is expected to occur at our 2024 Annual Meeting of Stockholders.

This Compensation Discussion and Analysis describes our executive compensation program, including how the Compensation Committee (referred to as the Committee in this section) assessed performance and made compensation decisions for the fiscal year ended January 28, 2023 (also referred to as 2022).

We recently announced leadership changes scheduled to take effect during fiscal year 2023. Effective as of 12:01 a.m. Central Time on June 1, 2023, Mr. Lawrence will succeed Mr. Hicks as Chief Executive Officer of the Company, Mr. Mullican will serve as the President of the Company, and Mr. Hicks will transition into the role of Executive Chairman of the Board. As of the same time, Mr. Johnson will assume additional responsibilities for the real estate, construction and store design functions from Mr. Mullican. Until June 1, 2023 and until a successor-to-be-named who will succeed the executive is selected and appointed, each of Messrs. Lawrence and Mullican will continue to serve as Chief Merchandising Officer and CFO, respectively, including, if applicable, from and after June 1, 2023, in addition to their roles as Chief Executive Officer and President, respectively, if no relevant successor is appointed by then. Each of Messrs. Hicks, Mullican, and Lawrence have entered into amended and restated employment agreements in connection with this transition that are described in further detail below, see “Leadership Transition.” Since these changes did not occur during 2022, they are not the focus of this Compensation Discussion and Analysis and the related, compensation tables and narrative discussion included in this Proxy Statement.

The goal of our executive officer compensation program is to create long-term value for our stockholders, reward our executive officers for superior financial and operating performance, and support retention in a competitive market environment. We believe the most effective way to achieve these objectives is to design an executive officer compensation program that drives the achievement of annual, long-term and strategic goals and that aligns executive officers’ interests with those of our stockholders. The following are the core elements of our executive officer compensation philosophy:

There are three key elements of our executive officer compensation program:

The base salaries of our NEOs are set based on position, experience, market, job responsibilities, individual performance, and internal pay equity. Adjustments to salary levels are typically considered annually as part of our performance review process but can also be made throughout the year, including in connection with a promotion or other change in job responsibilities.

Mr. Hicks requested, and the Committee agreed, that his base salary during 2022 not be increased. In March 2022, in consultation with its independent compensation consultant, Compensation Advisory Partners, the Committee undertook a review of the total annual compensation opportunities of each NEO. As a result of the review, the Committee approved increases of approximately 3.0% to the base salaries of each of Messrs. Mullican, Lawrence, Johnson and Maini to provide each such NEO with an overall market-competitive compensation package designed to reward strong performance and retain their services for the Company’s long-term growth.

The following table summarizes the base salaries of the NEOs for 2021 and 2022, in each case at the salaries in effect on the last day of such fiscal year. The actual salary amounts earned by the NEOs for 2022 are reported in the Summary Compensation Table.

We seek to tie a significant portion of NEO compensation to performance. To accomplish this objective, we provide our NEOs the opportunity to earn annual cash bonuses tied to the achievement of both Company (weighted 90%) and individual (weighted 10%) performance metrics. Each NEO may earn from 0% to 200% of his target bonus opportunity, which is expressed as a percentage of the NEO’s fiscal year end base salary level. Any earned bonus payments are generally subject to the NEO’s continued employment through the payment date, which typically occurs in April following the end of the applicable fiscal year.

During the first quarter of 2022, the Committee finalized and approved the performance metrics for the 2022 Executive Team Bonus Plan, or the Bonus Plan. In setting the goals described below, the Committee established what it believed were stretch goals that would incentivize and reward exceptional employee performance without any guarantee that we would meet or exceed any such metrics in the prevailing business environment.

For NEOs to be eligible to receive any payout under the Bonus Plan, the Company must achieve a minimum Total Company EBIT Dollars (Adjusted EBIT) result of at least 80% of the Adjusted EBIT target as set and approved by the Committee. If this threshold is not met, no bonuses will be paid under the Bonus Plan.

Under the Bonus Plan, the Company performance metrics represent 90% of each NEO’s annual bonus opportunity. As was the case in 2021, for 2022, the Committee again chose Adjusted EBIT (weighted 50%) and Total Company Net Sales (weighted 40%) as the two Company performance metrics under the Bonus Plan. Adjusted EBIT reflects the profitability of the Company inclusive of depreciation and amortization impacts. Sales represent the primary means of growth for the Company.

For the Company performance metrics, we use linear interpolation to determine the payout percentage where the level of achievement falls between minimum and target or target and maximum levels of achievement.

The individual performance metrics for each of our NEOs for 2022 were as follows:

The following table summarizes the Bonus Plan inclusive of the Company and individual performance results:

The following table summarizes the 2022 bonuses earned under the Bonus Plan based on actual performance, as compared to the target opportunity, for each of our NEOs:

The Committee grants equity incentive awards of Options and performance-based RSUs to our NEOs annually as part of their overall performance-based compensation package. The Committee may also grant equity awards to address special situations that may arise from time to time. The use of long-term equity incentives creates a link between executive compensation and our long-term performance and growth, thereby creating alignment between executive officer and stockholder interests. The Committee considers market data and compensation peer practices, as well as the Company’s compensation strategy and place in the business cycle, to determine the appropriate mix of awards for participants.

On March 30, 2022, the Company granted the following Options with an exercise price of $39.17 and the following performance-based RSUs to our NEOs:

In 2022, approximately 67% of our March annual equity incentive award grants were delivered in the form of Options. The Committee believes that Options, which are granted with exercise prices at least equal to the fair market value of our shares on the date of grant, are performance-based in nature and provide an appropriate long-term incentive for our executive officers, since the Options reward them only to the extent the price of our shares increases and stockholders realize value following the grant date. Options generally vest over a four-year service period. For Mr. Hicks, per the terms of his negotiated employment agreement, 1/48th of the Options become vested and exercisable on each monthly anniversary of the grant date, generally subject to his continued service through the applicable vesting date. For the other NEOs, 25% of the Options become vested and exercisable on each anniversary of the grant date, generally subject to the grantee’s continued service through the applicable vesting date.

Approximately 33% of our March annual equity incentive award grants were delivered in the form of performance-based RSUs. Performance-based RSUs are structured so that only “Earned RSUs” are eligible to vest over a 4-year service-based vesting schedule. RSUs granted in 2022 become “Earned RSUs” based on (i) the Company’s level of achievement against a consolidated Adjusted EBIT target for the fiscal year in which the grant date occurs (such period, the “RSU Grant Year”), or (ii) the Company’s later achievement of a specified target share price. If the Company’s actual consolidated Adjusted EBIT for the RSU Grant Year is: (i) equal to or greater than the “high performance target,” then 100% of the RSUs will become Earned RSUs; (ii) less than the “high performance target” but equal to or greater than the “low performance target,” then a specified percentage (based on a linear performance scale) of the RSUs will become Earned RSUs; or (iii) less than the “low performance target,” then none of the RSUs will become Earned RSUs.

On March 1, 2023, the Committee determined that the Company’s Adjusted EBIT for 2022 was $888.6 million, 98.7% of the 2022 target Adjusted EBIT goal of $900 million and exceeding the “low performance target” of $810 million. This achievement resulted in 93.7% of the target performance-based RSUs becoming Earned RSUs. As noted above with regard to the Bonus Plan, for purposes of calculating the Company’s 2022 Adjusted EBIT, the Committee excluded certain one-time advisory expenses of $677,080. Such Earned RSUs remain subject to service-based vesting conditions as set forth below.

If the Committee determines that the twenty (20) trading-day average fair market value of a share of common stock as of January 30, 2026 equals or exceeds a specified target share price, then the remaining 6.3% of the 2022 performance-based RSUs that have not become Earned RSUs as of January 30, 2026 will immediately become vested Earned RSUs upon such determination by the Committee.

The Committee, in consultation with Compensation Advisory Partners, and after a review of current market practices, approved a change in the terms applicable to the Options granted Mr. Hicks in 2022. Instead of accelerated vesting with respect to the next vesting date following termination of service due to death or disability, the Options granted Mr. Hicks in 2022 provide for vesting with respect to any vesting dates within the twelve months following such a termination. In addition, all 2022 equity awards include Retirement vesting terms. As defined in his 2022 equity agreements, “Retirement” refers to Mr. Hicks’s voluntary departure from the Company after he has attained the age of 65 and completed five (5) years of continuous service. In such an event, his unvested equity awards for 2022 will continue to vest as follows:

Mr. Hicks was not Retirement eligible in 2022.

Our NEOs are eligible to participate in the Company’s general benefit plans on the same terms as other team members. These plans include medical, dental and vision benefits, short-term disability, long-term disability, an Employee Stock Purchase Plan, a 401(k) Plan and a 20% employee discount on merchandise purchased in the Company’s stores or through our website.

The perquisites and other personal benefits described below are provided to the applicable NEOs to eliminate potential distractions from performing their regular job duties and to promote productivity, health and well-being. We believe the cost of these programs is counterbalanced by an increase in productivity by the NEOs receiving access to them. All of the perquisites and personal benefits described below have been approved by the Committee.

In order to maintain competitiveness in the market as well as to maintain continuity of leadership by encouraging physical and financial well-being, the Committee approved reimbursement for annual physicals up to $2,000. The Company also provides each NEO with up to $5,000 in reimbursements for financial planning services. Neither of these perquisites have a tax gross-up component.

Pursuant to the terms of his employment agreement, during Mr. Hicks’s employment: (i) the Company will pay directly or reimburse him for reasonable monthly rent and utilities costs for a rental apartment in the Katy, Texas area, (ii) he will have use of a Company-owned vehicle when in Katy, Texas and have the Company pay all maintenance and insurance costs with respect to such vehicle, and (iii) the Company will pay directly or reimburse him on a monthly basis for reasonable and necessary expenses incurred in connection with periodic travel from work in Katy, Texas to his residence in California. In addition, he is entitled to receive from the Company on a monthly basis an additional payment in an amount sufficient to indemnify him on a net after-tax basis for any income tax associated with the provision of any of the perquisites described above. These perquisites will be discontinued effective as of July 2, 2023, in connection with Mr. Hicks’s transition to the Executive Chairman role.

The Company partners with various athletic organizations for business purposes and these organizations may include tickets to their events as part of our partnership with them. NEOs and team members may have the opportunity to use these tickets

for personal use, only if they are not already being used for business purposes. There is no incremental cost to the Company for providing these individual tickets to team members and therefore no amount is included in the Summary Compensation Table with respect to this benefit.

The Committee is comprised solely of independent non-employee directors. The Committee’s primary responsibilities are to determine the compensation of our Chief Executive Officer and other executive officers, evaluate our Chief Executive Officer’s performance, and administer our executive officer compensation and benefit programs. The Committee’s charter is described earlier in this Proxy Statement and available in the corporate governance section of our investor relations website at investors.academy.com.

When selecting and setting the amount of each compensation element, the Committee generally considers the following factors:

In determining the amount of long-term equity incentive compensation for our executive officers as part of its annual compensation review, the Committee also considers the accounting impact of the proposed awards on our earnings and the proportion of our total shares outstanding used for annual employee long-term equity incentive compensation awards, or burn rate, in relation to the median proportions of the companies in the retail sector benchmarks.

These factors provide the framework for compensation decision-making and final decisions regarding the compensation opportunity for each executive officer. No single factor is determinative in setting pay levels, nor is the impact of any factor on the determination of pay levels quantifiable. The Committee retains significant authority to adjust the compensation levels of our executive officers based on the foregoing, as well as other factors that it may deem appropriate to achieve our overall compensation goals.

In discharging its responsibilities, the Committee works with members of our executive compensation team (i.e., our Chief Executive Officer, Chief Human Resources Officer, and Vice President of Compensation, Benefits, Human Resources Operations, and Payroll). The executive compensation team (with input from its consultant) assists the Committee by providing information on our performance and the individual performance of our executive officers, as well as market and industry data, and the executive compensation team’s perspective and recommendations on compensation matters. The Committee solicits and considers our executive compensation team’s recommendations and proposals with respect to adjustments to base salaries, annual cash bonus opportunities, long-term incentive compensation opportunities, perquisites, program structures, and other compensation-related matters for our executive officers. The Committee reviews and

discusses these recommendations and proposals with some or all of the members of our executive compensation team and uses them as one factor in determining and approving the compensation for our executive officers. In addition, the level of attainment of each individual NEOs performance goals pursuant to the Company’s Executive Team Bonus Plan (described in “2022 Executive Team Bonus Plan”) is recommended by our Chief Executive Officer (other than with respect to his own, which is determined by the Committee) to the Committee for its final approval. The executive officers on the executive compensation team recuse themselves from all Committee deliberations regarding their own individual compensation.

Pursuant to its charter, the Committee has the authority to retain the services of external advisors, including compensation consultants, legal counsel, and other advisors, to assist in the performance of its responsibilities. For 2022, the Committee retained two independent nationally recognized executive compensation consultants, Compensation Advisory Partners (through September 2022) and Frederic W. Cook & Co, Inc. (“FW Cook”) beginning in October 2022. Compensation Advisory Partners and FW Cook perform no work for management and report directly to the Committee. The Committee assessed the independence of Compensation Advisory Partners and FW Cook based on standards promulgated by the SEC and concluded that no conflicts of interest exist that would prevent either from serving as an independent consultant to the Committee.

For 2022, the Committee utilized Compensation Advisory Partners for general input and guidance on components of our executive officer compensation program. Compensation Advisory Partners also advised the Committee with respect to developing a compensation benchmarking peer group and market data for base salary, annual bonus, long-term equity compensation, and perquisites for similarly situated executive officers in the Company’s compensation peer group. Compensation Advisory Partners and FW Cook also have advised the Committee on general executive compensation program elements and design.

For purposes of comparing our executive compensation against the competitive market, the Committee reviews and considers the compensation levels and practices of a group of comparable retail companies. In September 2021, the Committee, with the input of data and analysis from Compensation Advisory Partners developed and approved the compensation peer group immediately below which we used in 2022 for purposes of understanding the competitive market (“2022 Peer Group”):

Based on the criteria established for inclusion, the Committee determined to remove Advanced Auto Parts, The Michaels Companies, Caleres, and Geneesco, while adding Signet Jewelers Limited, The Gap, Inc., and Ulta Beauty, Inc. to the 2022 Peer Group.

This 2022 Peer Group was used by the Committee during 2022 as a reference for understanding the compensation practices of companies in our industry sector. To analyze the compensation practices of the companies in our 2022 Peer Group, Compensation Advisory Partners gathered data for the peer group companies from public filings (primarily proxy statements). This market data was then used as a reference point for the Committee to assess our current compensation levels in the course of its deliberations on compensation forms and amounts.

We have entered into employment agreements with each of our NEOs and all of our other executive officers to help retain these executive officers who are key to the future success of the Company. For additional information regarding our NEO employment agreements in effect during 2022, see “Employment Agreements with NEOs.”

We have adopted meaningful stock ownership guidelines for our officers. The following table summarizes the guidelines in effect during 2022:

All of our NEOs are in compliance with these stock ownership guidelines or are within the five-year prescribed timeframe for complying with these stock ownership requirements.

We have adopted a clawback policy which provides for the recoupment of certain incentive compensation if the Committee determines that the incentive compensation of any executive officer was overpaid, in whole or in part, as a result of a misstatement triggering a restatement of the reported financial results of the Company due to the Company’s material noncompliance with financial reporting requirements under the securities laws, that is caused directly or indirectly by fraud, intentional illegal conduct or gross negligence. Late in 2022, the SEC issued the final rules regarding recoupment of incentive-based compensation. The Committee will amend the policy as necessary to conform with the listing standards adopted by NASDAQ implementing the SEC’s final rule within the prescribed effective timeframe as outlined by the SEC.

Our Insider Trading Policy requires executive officers and directors to consult and be pre-cleared by our General Counsel prior to engaging in transactions involving the Company’s securities. Directors and executive officers are prohibited from hedging or monetization transactions including, but not limited to, variable forward contracts, equity swaps, collars and exchange funds, or from trading in options, warrants, puts and calls or similar instruments on the Company’s securities or establishing a short position in the Company’s securities. Our Insider Trading Policy also prohibits our directors, officers and team members from purchasing the Company’s securities on margin, or borrowing against any account in which the Company’s securities are held, or pledging the Company’s securities as collateral for a loan.

Annually, the Committee, together with management and Committee’s compensation consultant, conducts an analysis to determine whether any risks arising from compensation policies and practices are reasonably likely to have a material adverse effect on the Company in light of our overall business, strategy, and objectives. Management, in concert with the Committee and the Committee’s compensation consultant, reviews and evaluates both cash and equity incentive plans across executive and non-executive team member populations, as well as other compensation-related policies to which our team members are subject. This assessment evaluates both;

Based on this assessment, the Committee has determined that the risks arising from the Company’s compensation plans and policies are not reasonably likely to have a material adverse effect on the Company.

Submitted by the Compensation Committee of the Company’s Board of Directors:

The following table summarizes the compensation of our NEOs for 2022, 2021, and 2020.

The following table provides information with regard to 2022 grants to the NEOs under any incentive plan during the fiscal year ended January 28, 2023. For additional information regarding non-equity incentive plan awards, please see “2022 Executive Team Bonus Plan.” For additional information regarding equity incentive plan awards, please see “Long-Term Equity Incentive Compensation.”

The following table provides information with regard to each outstanding equity award held by the NEOs on January 28, 2023.