NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 11, 2024

You are cordially invited to attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of The Lovesac Company at 10:00 a.m. Eastern Time on June 11, 2024, to be conducted virtually via live webcast by pre-registering at https://viewproxy.com/LovesacCompany/2024/.

PROXY MATERIALS

We have elected to provide electronic access to our Annual Meeting materials, which include the Proxy Statement accompanying this Notice of Annual Meeting, in lieu of mailing printed copies. On or about April 25, 2024, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our Proxy Statement, our Annual Report on Form 10-K for the fiscal year ended 2024 (“2024 Annual Report”), and form of proxy.

PROPOSALS

(1)    To elect eight (8) directors to the Board of Directors to serve until the 2025 Annual Meeting of Stockholders and until their successors are duly elected and qualified;

(2)    To provide advisory approval of the Company’s fiscal 2024 compensation for its named executive officers;

(3)    To approve Amendment No. 2 of the Second Amended and Restated 2017 Equity Incentive Plan that increases the number of shares reserved for issuance thereunder by 1,100,000 shares;

(4)    To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending February 2, 2025; and

(5)    To conduct any and all other business that may properly come before the 2024 Annual Meeting or any continuation, postponement, or adjournment thereof.

RECORD DATE

If you were a stockholder of record on April 18, 2024, you may vote your shares at the 2024 Annual Meeting.

VOTING

You may vote your shares at the Annual Meeting by following the instructions on the Notice of Internet Availability of Proxy Materials. You may vote on the Internet, by telephone or by completing and returning a proxy card to us in the envelope provided. Further information about how to register for and attend the virtual Annual Meeting online, vote your shares online during the meeting and submit questions online during the meeting is included in the accompanying Proxy Statement. Even if you have voted by proxy, you may still vote if you attend the virtual Annual Meeting. If your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder. You can revoke a proxy at any time prior to its exercise at the Annual Meeting by following the instructions in the Proxy Statement. Please read the entire Proxy Statement before casting your vote.

IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING:    Our 2024 Annual Report, this Notice and Proxy Statement and the proxy card are available electronically at https://www.astproxyportal.com/ast/22259.

By Order of the Board of Directors

Megan C. Preneta
Vice President, General Counsel and Secretary
April 25, 2024

■         If you hold your shares of the Company through a broker, bank or other nominee:    You are considered to be the beneficial owner of shares held in “street name” and these proxy materials are being made available to you by your broker, bank or nominee. You may not vote directly any shares held in “street name”; however, as the beneficial owner of the shares, you have the right to direct your broker, bank or nominee on how to vote your shares. A voting instruction card has been provided to you by your broker, bank or other nominee describing how to vote your shares. If you receive a voting instruction card, you can vote by completing and returning the voting instruction card. Please be sure to mark your voting choices on your voting instruction card before you return it. You may also be able to vote by telephone, via the Internet, or virtually at the Annual Meeting, depending upon your voting instructions. Please refer to the instructions provided with your voting instruction card and see “What do I need to do to attend the Annual Meeting virtually?” above for information about voting in these ways. See also “How may my brokerage firm or other intermediary vote my shares if I fail to provide timely directions?” below.

Will I have the same participation rights in the virtual Annual Meeting as I would have at an in-person stockholder meeting?

Yes. If you register to attend, and attend, the Annual Meeting pursuant to the instructions above, you will be able to vote online during the Annual Meeting, change a vote you may have submitted previously, or ask questions online that will be reviewed and answered by the speakers. If you wish to submit a question during the virtual Annual Meeting, you may log into https://viewproxy.com/LovesacCompany/2024/ and ask a question on the virtual meeting platform. Our virtual meeting will be governed by our Rules of Conduct which will be available on the virtual meeting platform. We have created and implemented the virtual format in order to facilitate stockholder attendance and participation by enabling stockholders to participate fully, and equally, from any location around the world, at no cost. However, you will bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies.

Both stockholders of record and street name stockholders will be able to attend the Annual Meeting via live audio webcast, submit their questions during the meeting and vote their shares electronically at the Annual Meeting.

What if I have technical difficulties during the virtual Annual Meeting?

There will be technicians ready to assist you with any technical difficulties you may have accessing the Annual Meeting live audio webcast. Please be sure to check in by 9:45 a.m. Eastern Time on June 11, 2024, the day of the meeting, so that any technical difficulties may be addressed before the Annual Meeting live audio webcast begins. If you encounter any difficulties accessing the webcast during the check-in or meeting time, please email VirtualMeeting@viewproxy.com or call 866-612-8937.

How may my brokerage firm or other intermediary vote my shares if I fail to provide timely directions?

Brokerage firms and other intermediaries holding shares of our common stock in street name for their customers are generally required to vote such shares in the manner directed by their customers. In the absence of timely directions, your broker will have discretion to vote your shares on our sole “routine” matter: the proposal to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2025. Your broker will not have discretion to vote on any other proposals, which are “non-routine” matters, absent direction from you.

Can I change my vote after I return my proxy card?

Stockholders of record may revoke their proxies and change their vote:

■         Online Prior to the Annual Meeting.    You may change your vote using the Internet voting method described above, in which case only your latest internet proxy submitted by 11:59 p.m. Eastern Time on June 10, 2024 will be counted.

■         By Telephone.    You may change your vote using the telephone voting method described above, in which case only your latest proxy submitted by 11:59 p.m. Eastern Time on June 10, 2024 will be counted.

■         By Mail.    You may revoke your proxy and change your vote by signing and returning a new proxy card or voting instruction form dated as of a later date, in which case only your latest proxy card or voting instruction form received prior to 11:59 p.m. Eastern Time on June 10, 2024 will be counted.

■         Online During the Annual Meeting.    You may change your vote by attending the Annual Meeting if you register to attend by Internet and vote online at the virtual Annual Meeting through the virtual webcast at https://viewproxy.com/LovesacCompany/2024/.

We recommend that you vote by proxy even if you plan to attend the Annual Meeting online. If you hold your shares through a bank, broker or other nominee, you may revoke any prior voting instructions by contacting the institution that holds your shares.

Written notice of revocation may be sent to The Lovesac Company, Two Landmark Square, Suite 300, Stamford, CT 06901, Attention: Secretary.

How will votes be recorded and where can I find the voting results of the Annual Meeting?

We have engaged Equiniti Trust Company, LLC (“Equiniti”), our transfer agent, as our inspector of elections to receive and tabulate votes. Equiniti will separately tabulate “FOR” and “AGAINST” votes, abstentions and broker non-votes. Equiniti will also certify the results and determine the existence of a quorum and the validity of proxies and ballots. We plan to announce preliminary voting results at the Annual Meeting and to publish the final results in a Current Report on Form 8-K following the Annual Meeting.

Who conducts the proxy solicitation and how much will it cost?

The Company is requesting your proxy for the Annual Meeting and will pay the costs of requesting stockholder proxies. Proxies may be solicited by directors, officers and other associates of the Company, personally or by telephone, Internet, or mail, none of whom will receive compensation for their solicitation efforts. We may also reimburse brokerage firms, dealers, banks, voting trustees or other record holders for their reasonable expenses for forwarding proxy materials to the beneficial owners of our common stock.

Questions and Additional Copies

If you have any additional questions with respect to the Company or the matters described herein, or questions about how to submit your proxy, or if you need additional copies of this Proxy Statement, our Annual Report or proxy card free of charge, you should contact our Secretary at The Lovesac Company, Two Landmark Square, Suite 300, Stamford, CT 06901, by telephone at (888) 636-1223, or by email at InvestorRelations@lovesac.com or Secretary@lovesac.com.

Proposal 1

ELECTION OF DIRECTORS

Lovesac’s business and affairs are managed under the direction of our Board of Directors. The number of directors is determined by our Board of Directors, subject to the terms of our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws (the “Bylaws”). Our Board of Directors currently consists of eight members and is authorized to have no less than five members nor more than nine members. Each of our directors serves until the next annual meeting of stockholders and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal. On April 4, 2024, our Board of Directors fixed the number of directors constituting the full Board at eight members.

Board Composition

The Nominating and Governance Committee (the “Nominating Committee”) works with the Board of Directors to determine the appropriate skills and qualifications necessary for Board membership, taking into consideration the Board’s needs at the time. In seeking qualified candidates for Board membership, the Board will consider a variety of factors including professional experience and other individual qualities and characteristics that contribute to a diverse mix of viewpoints and experience represented on the Board.

Required Qualifications for Board Membership

The Board of Directors and Nominating Committee require all directors and director candidates to be of high character and integrity and have the ability to guide our Company based on experience gained in positions as leaders with a high degree of responsibility in the companies with which they are or were affiliated. Each director and director candidate must also ensure that other existing and anticipated future commitments do not interfere with his or her service as a director. In determining whether to recommend a director for re-election, the Nominating Committee also considers the director’s past attendance at meetings, participation in and contributions to the activities of the Board and the Company, tenure and other qualifications set forth in the Corporate Governance Guidelines or developed and approved by the Nominating Committee.

Key Qualifications and Experience for Board Membership

The Board has identified key qualifications and experience that are important to be represented on the Board based on the Company’s current business strategy and future business goals. These qualifications are evaluated regularly and updated to adapt to the evolving needs of the Board and the Company. This list is not exhaustive, but rather represents a summary of the key criteria considered by the Board during the nomination and appointment process.

Director Nominees

Shawn D. Nelson, Andrew R. Heyer, John Grafer, Jack A. Krause, Sharon M. Leite, Walter F. McLallen, Vineet Mehra and Shirley Romig have been nominated for election as directors to serve until the 2025 Annual Meeting of Stockholders and until their successors are elected and have qualified. All our nominees are current directors. Each nominee has consented to being named in the Proxy Statement and has agreed to serve as a member of the Board of directors, if elected. If any of the nominees is unable to serve as a director, it is intended that the proxy will be voted for the election of such substitute nominee, if any, as shall be designated by the Board of directors. The Board of Directors has no reason to believe that any of the nominees named below will be unable to serve if elected.

The Board of Directors believes that each nominee has valuable skills and experiences that provide us with the knowledge, judgment and strategic vision necessary to provide effective oversight. The biographies below reflect the particular experience, qualifications and skills that led the Board of Directors to conclude that each director nominee should serve on the Board. There are no family relationships between and among any of our executive officers or directors. There are no arrangements or understandings between any of our executive officers or directors and any other person pursuant to which any of them are elected as an officer or director.

Shawn Nelson founded Lovesac in 1998 and is currently serving as our Chief Executive Officer and as a member of the Board of Directors. Mr. Nelson is the lead designer of the Company’s patented products and directly oversees design, product development, public relations, and investor relations. In 2005, Mr. Nelson won Richard Branson’s “The Rebel Billionaire” on Fox and continues to participate in ongoing TV appearances. Mr. Nelson has a master’s degree in Strategic Design and Management and is a former graduate-level instructor at Parsons, The New School for Design in New York City. Mr. Nelson is also fluent in Chinese with a B.A. in Mandarin from the University of Utah.

Other Public Company Directorships:

■         Current: None.

■         Previous (During Past 5 Years): None.

Andrew R. Heyer is the Chair of our Board of Directors. Mr. Heyer is a finance professional with over 35 years of experience investing in the consumer and consumer-related products and services industries. He has deployed in excess of $1 billion of capital over that time frame and has guided several public and private companies as a member of their boards of directors. Mr. Heyer is the Chief Executive Officer and Founder of Mistral Equity Partners, a private equity fund manager founded in 2007 that invests in the consumer industry. Prior to founding Mistral, Mr. Heyer served as a Founding Managing Partner of Trimaran Capital Partners. Until 1995, Mr. Heyer was a vice chairman of CIBC World Markets Corp. and a co-head of the CIBC Argosy Merchant Banking Funds. Prior to joining CIBC World Markets Corp., Mr. Heyer was a Founder and Managing Director of The Argosy Group L.P. Prior to joining Argosy, Mr. Heyer was a Managing Director at Drexel Burnham Lambert Incorporated and, prior to that, he worked at Shearson/American Express. Mr. Heyer received his B.Sc. and M.B.A. from the Wharton School of the University of Pennsylvania, graduating magna cum laude. Mr. Heyer currently serves as a Member of the Executive Committee and Board of Trustees of the University of Pennsylvania and the University of Pennsylvania Health System.

Other Public Company Directorships:

■         Current: OneSpaWorld Holdings Limited (since 2019); Arko Corp. (since 2020); Biote Inc. (since 2022); and Haymaker Acquisition Corp. 4 (since 2023).

■         Previous (During Past 5 Years): The Hain Celestial Group (2012 – 2019); XpresSpa Group, Inc. (2016 – 2020); Haymaker Acquisition Corp. (2017 – 2019); Haymaker Acquisition Corp. III (2019 – 2022); AF Acquisition Corp. (2021 – 2023); and Tastemaker Acquisition Corp. (2021 – 2023).

John Grafer is a member of our Board of Directors. Mr. Grafer is a partner at Satori Capital, a multi-strategy alternative investment firm founded on the principles of conscious capitalism. Mr. Grafer is a member of Satori’s investment committee, a board member of Accelerated Learning Solutions, Hobo, SunTree Snack Foods, Formulife, and Zorch International, a former board observer for Aspen Heights, and a former board member of California Products Corporation, Longhorn Health Solutions, and FWT. Prior to joining Satori in 2009, Mr. Grafer was Senior Vice President at Giuliani Partners, a principal investment and consulting firm founded by former New York City Mayor Rudolph W. Giuliani. Prior to joining Giuliani Partners in 2003, Mr. Grafer was a member of the mergers and acquisitions group at Credit Suisse First Boston, a member of the proprietary trading group at J.P. Morgan Chase, and a team member at Ernst & Young, where he earned his C.P.A. Mr. Grafer has also assisted a family office with early-stage investments in sustainably managed companies, including Honest Tea. Mr. Grafer is an elected member of the board of directors and executive

committee of Americans For Fair Taxation® (FairTax®) and was formerly a first-round judge for the McCloskey Business Plan competition at the University of Notre Dame. Mr. Grafer received a B.B.A. from the University of Notre Dame and an M.B.A. in Finance from the University of Chicago Booth School of Business.

Other Public Company Directorships:

■         Current: None.

■         Previous (During Past 5 Years): None.

Jack A. Krause is a member of the Board of Directors. Previously, he served as the Chief Strategy Officer of Lovesac from November 2021 until his retirement in June 2023, and as President and Chief Operating Officer from 2015 until November 2021. Prior to joining Lovesac, Mr. Krause served as President of Vitamin World, a division of NBTY. He also served as Senior Vice-President of Watch Station Global Retail and Skagen from 2011 to 2013. Mr. Krause also held the position of General Manager of Sunglass Hut North America from 2008 to 2010 along with other executive positions at Luxottica. Mr. Krause worked for 11 years at Bath and Body Works in roles of increasing responsibility leading to Senior Vice-President of Brand Development from 2004 to 2006. Prior to that he spent 10 years in brand management at Jergens and Marion Consumer Products. Mr. Krause has a Bachelor of Science in Business Administration from Miami University.

Other Public Company Directorships:

■         Current: None.

■         Previous (During Past 5 Years): None.

Sharon M. Leite is a member of our Board of Directors. Most recently, Ms. Leite served as the Chief Executive Officer and a member of the Board of Directors of Ideal Image from January through October 2023. Previously, she was the Chief Executive Officer of The Vitamin Shoppe, Inc., from August 2018 to January 2023. She also served as President, North America, for Godiva Chocolatier from October 2017 until August 2018. Prior to joining Godiva, from February 2016 until May 2017, Ms. Leite was the President of Sally Beauty — North America (NYSE: SBH), an international specialty retailer and distributor of professional beauty products, with over 3,000 stores. Prior to joining Sally Beauty, from August 2007 until January 2016, Ms. Leite was the Executive Vice President of Sales, Customer Experience and Real Estate at Pier 1 Imports (NYSE: PIR). In addition, Ms. Leite has held various executive leadership roles at Bath and Body Works (L Brands) as well as various sales and operations positions with other prominent

retailers including Gap Inc. and The Walt Disney Company. She serves on the board of the Neeley School of Business at Texas Christian University. Ms. Leite attended Loyola University, Kent State University and Delgado College and has an M.B.A. from The Jack Welch Management Institute.

Other Public Company Directorships:

■         Current: None.

■         Previous (During Past 5 Years): Tandy Leather Factory, Inc. (2017 – 2022).

Walter F. McLallen is a member of our Board of Directors. Mr. McLallen is a finance professional with over 35 years of leveraged finance, private equity and operations experience. Mr. McLallen has been the Managing Member of Meritage Capital Advisors, an advisory boutique firm focused on debt and private equity transaction origination, structuring and consulting, since 2004. Mr. McLallen has extensive board and organizational experience and has served on numerous corporate and non-profit boards and committees, with a significant historical focus on consumer products-related companies.

He also served on the boards of several consumer-focused private companies, including Timeless Wine Company, the producer of consumer luxury wine brands; Worldwise, Inc., a consumer branded pet products company; adMarketplace, a search engine advertiser; and Frontier Dermatology Partners, a dermatology practice management company. Mr. McLallen is the Founder and Co-Chairman of Tomahawk Strategic Solutions, a law enforcement and corporate training and risk management company. From 2006 to 2015, he was Vice Chairman of Remington Outdoor Company, an outdoor consumer platform he co-founded with a major investment firm. Mr. McLallen was formerly with CIBC World Markets from 1995 to 2004, during which time he was a Managing Director, head of Debt Capital Markets and head of High Yield Distribution. Mr. McLallen started his career in the Mergers & Acquisitions Department of Drexel Burnham Lambert and was a founding member of The Argosy Group L.P. Mr. McLallen received a B.A. with a double major in Economics and Finance from the University of Illinois at Urbana-Champaign.

Other Public Company Directorships:

■         Current: OneSpaWorld Holdings Limited (since 2017); and Haymaker Acquisition Corp. 4 (since 2023).

■         Previous (During Past 5 Years): Centric Brands Inc. (2016 – 2020); AerCap Holdings N.V. (2015 – 2017); and Haymaker Acquisition Corp. II (2019 – 2020).

Vineet Mehra is a member of our Board of Directors. Since June 2022, he has served as the Chief Marketing Officer for Chime, where he oversees all marketing initiatives across the company. Prior to Chime, Mr. Mehra was the Chief Growth and Customer Experience Officer of Good Eggs, from March 2021 to May 2022. From February 2019 to February 2021, he was the Global Chief Customer and Marketing Officer for Walgreens Boots Alliance (WBA) where he was responsible for laying out the vision and strategic direction for all of WBA’s marketing activities across their full portfolio of Retail and Consumer Brands. From January 2017 to December 2019, he was the Global Chief Marketing and Revenue Officer for Ancestry.com, the world’s leading Consumer Genomics company, where he was tasked with modernizing the marketing organization, and bringing consumer genomics into the cultural mainstream while owning Ancestry’s worldwide revenue target. Prior to Ancestry, Mr. Mehra held key leadership positions at Johnson & Johnson from 2013 to 2017 including Global President - Baby Care where he led their flagship portfolio of brands, and Global President - Marketing Services, where he held responsibility for their Global Media budget and Global Consumer Insights & Analytics. Mr. Mehra has received numerous accolades and awards throughout his career. He was named by Forbes as one of the world’s Top 50 CMOs, recognized by AdWeek as one of the Top 20 Tech-Driven CMOs, honored with the Top 40 under 40 award by both Ad Age and P&G’s Alumni Association, Chair of the Jury for the Global Media Awards, and an Invited Speaker at the prestigious Cannes Lions Festival of Creativity. His views and opinions have been quoted in major publications such as the Harvard Business Review, Forbes and Ad Age.

Other Public Company Directorships:

■         Current: AdTheorent (since 2021).

■         Previous (During Past 5 Years): None.

Shirley Romig is a member of our Board of Directors. Since June 2023, Ms. Romig has served as Chief Accelerator Investment Officer of Techstars, LLC, a global venture capital investment firm and leading pre-seed investor. Ms. Romig has two decades of experience in operationalizing growth strategies and leading transformational initiatives in complex consumer-oriented and technology organizations. Prior to TechStars, Ms. Romig was the Co-Founder and CEO of Mixo Group, a digital creator platform for the $1.7 trillion food market, from February 2022 to December 2022. Prior to that, Ms. Romig was a Vice President with Lyft, leading Global Operations, East and Canada from July 2019 to February 2022. From April 2017 to April 2019, Ms. Romig led six lines of businesses at Equinox Fitness Clubs as Group Vice President. From 2016 to 2017, Ms. Romig was the Head of Retail Strategy for SapientRazorfish, a global digital agency. From 2013 to 2015, Ms. Romig was the Senior Vice President of Corporate Strategy with HBC responsible for implementation of growth initiatives across Saks Fifth Avenue, Saks OFF 5th, Lord & Taylor and Hudson’s

Board Committees

Our Board of Directors has established an Audit Committee, a Compensation Committee, and a Nominating Committee and may establish other committees to facilitate the oversight of our business. The functions of our Board committees are described below. All committees are comprised of only independent directors.

The composition of our Audit Committee meets the requirements for independence of Audit Committee members under current Nasdaq listing standards and SEC rules and regulations. Each member of our Audit Committee meets the financial literacy requirements of the current listing standards. In addition, our Board of Directors has determined that Mr. McLallen is an audit committee financial expert within the meaning of Item 407(d) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”). Our Audit Committee operates under a written charter that is posted on the Investor Relations section of our website at https://investor.lovesac.com.

Our Compensation Committee received advice from Frederic W. Cook & Co. (“FW Cook”), an independent compensation consulting firm, with respect to executive compensation decisions for fiscal 2024. Working with management, FW Cook provided various data and recommendations throughout the year as further discussed beginning on page 31. The Compensation Committee reviews and approves the compensation for all of our officers and the performance of such officers with the input of the Chief Executive Officer. Our Chief Executive Officer makes no recommendations regarding, and does not participate in discussions about his own compensation. The Compensation Committee shall be entitled to delegate any or all of its responsibilities to a subcommittee comprised of members of the Committee or the Board, except that it shall not delegate its responsibilities for any matters that involve compensation of any officer or any matters where it is intended to be exempt from Section 16(b) under the Exchange Act pursuant to Rule 16b-3.

Our Compensation Committee operates under a written charter that is posted on the Investor Relations section of our website at https://investor.lovesac.com.

Compensation Committee Interlocks and Insider Participation

During fiscal 2024, Mr. McLallen, Mr. Grafer, and Ms. Romig served as members of the Compensation Committee. No member of our Compensation Committee served as an executive officer or associate of Lovesac. None of our executive officers currently serve, or have served during fiscal 2024, on the compensation committee or board of directors of any other entity that has one or more executive officers serving as a member of our Board of Directors or Compensation Committee.

Our Nominating Committee operates under a written charter that is posted on the Investor Relations section of our website at https://investor.lovesac.com.

Compensation Risk Assessment

The Compensation Committee regularly examines the design and features of the Company’s executive compensation program from a risk perspective to ensure that it achieves the intended objectives without encouraging excessive or unintended risk-taking. In fiscal 2024, the Compensation Committee reviewed and considered the results of a compensation risk analysis conducted by FW Cook, together with the risk mitigating features of the Company’s compensation policies and practices including the following:

■         The Company’s pay philosophy provides an effective balance in cash and equity award mix, short- and long-term performance periods, and formulas and discretion.

■         The Compensation Committee has discretion to make positive and negative adjustments to payouts under the Company’s compensation plans.

■         Policies are in place to manage or mitigate risk, such as vesting periods on equity awards, stock ownership guidelines, insider trading prohibitions that also restrict hedging and pledging without Board approval, a clawback policy, and independent Compensation Committee oversight.

■         Our design and oversight principles also apply to our broad-based employee compensation plans.

Based on this review, the Compensation Committee concluded that the risks arising from the Company’s compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.

CEO Succession Planning

Our Nominating Committee is delegated with the responsibility for CEO succession planning. As part of its responsibility, the Nominating Committee ensures that succession planning is an ongoing discussion recognizing that leadership development and assessment are critical to our continued success. As part of that discussion, the Nominating Committee reviews the key attributes that a CEO of the Company would need to possess to maximize his or her success. The Nominating Committee reviews and discusses its succession planning activities and related considerations with the full Board of Directors, which then provides valuable input on important succession-related actions and decisions, making the process iterative between the Board of Directors and the Nominating Committee and therefore responsive to the Company’s needs.

Considerations in Evaluating Director Nominees

Identifying Director Nominees

The Nominating Committee identifies qualified candidates through a variety of means, including recommendations from members of the Board, suggestions from our management or third-party search firms.

Our Nominating Committee will evaluate candidates that have been duly recommended or nominated by stockholders in accordance with the requirements set forth in our Bylaws. The criteria the Nominating Committee uses for evaluating a candidate duly recommended or nominated by a stockholder are the same criteria used for evaluating candidates recommended by management or members of our Board of Directors. For more information on the procedures to be followed by stockholders who wish to recommend or nominate individuals to serve on our Board of Directors, see “Other Matters — Stockholder Proposals for Fiscal 2025 Annual Meeting of Stockholders” on page 65.

Director Nominee Qualifications

In evaluating director candidates, including the members of the Board eligible for re-election, our Nominating Committee will consider the current size and composition of our Board of Directors, the needs of our Board of Directors and its respective committees, and other factors that the Nominating Committee deems appropriate and in our stockholders’ best interests. The Nominating Committee requires each nominee to satisfy the following minimum qualifications for a position on the Board:

■         The highest level of personal and professional ethics and integrity;

■         Proven achievement and competence in the nominee’s field and the ability to exercise sound business judgment;

■         Skills that are complementary to those of the existing Board;

■         The ability to assist and support management and make significant contributions to the Company’s success; and

■         An understanding of the fiduciary responsibilities that are required of a member of the Board and the commitment of time and energy necessary to diligently carry out those responsibilities.

Director candidates must have sufficient time available in the judgment of our Nominating Committee to perform all Board of Directors and applicable committee responsibilities. Members of our Board of Directors are expected to prepare for, attend, and participate in all Board of Directors and applicable committee meetings. Our Nominating Committee also considers these and other factors as it oversees the annual Board of Directors evaluations. After completing its review and evaluation of director candidates, our Nominating Committee recommends to our full Board of Directors the director nominees for selection.

Board Diversity Statement

The Board of Directors adopted a Board Diversity Statement to further advance its commitment to diversity within the Company. The Board Diversity Statement underscores the value and contribution diversity brings in achieving Company objectives and maintaining sound governance practices as it brings together individuals with different perspectives and ideas, from varying backgrounds and experiences, to create balanced and thoughtful decision-making.

The Board Diversity Statement states that in identifying qualified candidates for nomination to the Board, it seeks high performing and dedicated directors with diverse backgrounds and experience able to support the competitive and changing nature of our business and the Company’s strategic direction. Diversity refers to a broad array of individual characteristics that collectively enable the Board to operate effectively and fulfill its responsibilities. These characteristics include, among others, professional qualifications, business experience, age, gender, race and ethnicity.

Our Board of Directors is currently comprised of eight directors with varying backgrounds and characteristics which blend to form a well-rounded group of individuals with deep knowledge of our business and industry, and both seasoned and fresh perspectives.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics (the “Code of Ethics”), that applies to all directors, officers and associates of our Company. This Code of Ethics covers a wide range of business practices and procedures to promote honest and ethical conduct, full, fair, accurate and timely disclosure in all reports and documents that our Company files with the SEC and publicly, and compliance with all applicable governmental laws, rules and regulations. All associates and directors are required to acknowledge and certify compliance with the Code of Ethics and the Company routinely offers training on topics discussed in the Code to reinforce its principles. The full text of our Code of Ethics is posted on the Investor Relations section of our website at https://investor.lovesac.com.

Director Compensation

Our non-employee directors are compensated pursuant to the Company’s Director Compensation Policy which supports the objective of assembling a high-performing Board that can best guide the Company in achieving its strategic and operational goals and promoting long-term stockholder value. Board compensation is reviewed annually by the Compensation Committee to ensure that it continues to satisfy the Board’s overall compensation objectives and philosophy. The Compensation Committee and Nominating Committee are guided in their review by an independent compensation consultant, FW Cook, which provides compensation benchmarking and consultation services using the same peer group that is used for purposes of benchmarking executive compensation. In fiscal 2024, the Board of Directors, upon the recommendation of the Compensation Committee, determined that the compensation payable to directors under the Director Compensation Policy, as amended January 27, 2023 (“DCP”), was appropriate following a review of FW Cook’s director compensation benchmarking study. Below is a description of compensation approved by our directors under the DCP.

Cash Compensation

Annual Retainer

Under the DCP each non-employee director receives an annual cash retainer of $75,000 for serving on the Board of Directors (the “Annual Retainer”) and our Chair of the Board receives an additional $30,000 retainer (the “Board Chair Retainer”).

The Chairs of the Board’s three standing committees are entitled to the following additional cash retainers each year:

The cash retainers are paid quarterly in arrears following election to the Board and pro-rated for fractional periods. A non-employee director may elect to receive his or her cash retainers in the form of RSUs which vest in full upon the 12-month anniversary of the grant date provided that the non-employee director continues to serve through the applicable vesting date. The number of RSUs is calculated by dividing the value of the director’s Annual Retainer, Board Chair Retainer, and Committee Chair Retainer (as applicable) by the average closing price of a share of the Company’s common stock for the 30-day trading period prior to the date of grant.

Mr. Nelson does not receive any compensation for his service as a director of the Company. On June 30, 2023, Mr. Krause retired from his role as Chief Strategy Officer of the Company and became eligible for compensation as a non-independent director under the DCP. Mr. Krause’s compensation as Chief Strategy Officer through June 30, 2023 and as a director is reflected in the Summary Compensation Table on page 39. Mr. Krause did not receive any compensation for his service as a director prior to June 30, 2023. We reimburse our non-employee directors for reasonable travel and out-of-pocket expenses incurred in connection with attending Board of Director and committee meetings.

Equity Compensation

Upon election to the Board, each director is granted RSUs valued at $125,000 (“Annual Grant”). The Annual Grant vests in full on the one-year anniversary of the date of grant. Directors appointed to the Board after the annual stockholder meeting are entitled to a pro-rata portion of the Annual Award based on such director’s days of service during the 12-month vesting period associated with the most recent Annual Award. The number of RSUs is calculated by dividing the value of the RSU grant by the average closing price of a share of the Company’s common stock for the 30-day trading period prior to the date of grant. In fiscal 2023, the Board eliminated the RSU award, valued at $60,000, granted upon first appointment to the Board (the “Appointment Grant”).

Directors are permitted to defer settlement of their Annual Grant on a tax-deferred basis pursuant to the terms of our Second Amended and Restated 2017 Equity Incentive Plan, as amended (the “2017 Equity Plan”). Directors who elect to defer settlement receive payment of their Annual Grant in whole shares within sixty days of their “separation of service” from the Board for any reason, or upon a “change in control” as those terms are defined in the 2017 Equity Plan.

Governance Features

Shareholder-Approved Award Limit.

The 2017 Equity Plan limits the awards that may be granted to any non-employee director during any fiscal year, taken together with any cash compensation paid to such non-employee director for services rendered for such fiscal year, to a maximum of $500,000 in the aggregate. Our current compensation program for non-employee directors is below the limit approved by our stockholders in the 2017 Equity Plan.

Director Stock Ownership Guidelines

Directors are expected to own a meaningful number of shares of stock in the Company to closely align their economic interests with those of other stockholders. Accordingly, the Compensation Committee periodically reviews minimum stock ownership guidelines for non-employee directors. Non-employee directors are required to own shares of the Company’s common stock equal to three times their annual cash retainer within five years of joining the Board. The CEO is required to own shares or share equivalents equal to five times his or her annual salary within five years of becoming subject to the ownership requirement. All directors are in compliance with the stock ownership guidelines or are on track to achieve compliance within the time period prescribed in the guidelines.

Quarterly Trading Windows.

Our directors (including non-employee directors) may only transact in the Company’s common stock during approved trading windows after satisfying mandatory pre-clearance requirements under our Insider Trading Policy.

Director Compensation Table for Fiscal 2024

The following table provides information on the compensation paid to persons serving as non-employee directors of our Company for the fiscal year ended February 4, 2024. Mr. Nelson, our CEO received no additional compensation for his service as director. Mr. Nelson’s compensation is discussed in the “Compensation Discussion and Analysis” section beginning on page 26, and Mr. Nelson’s and Mr. Krause’s compensation are reflected in the Summary Compensation Table on page 39.

(1)     For Mr. Heyer, Ms. Leite and Mr. Mehra includes the fair value of RSUs elected by each in lieu of their cash retainer for the service period June 2022 to June 2023, which vests on March 2, 2024.

(2)     Reflects the aggregate grant date fair value of RSUs awarded to the director calculated in accordance with FASB ASC Topic 718. The methods and assumptions used in calculating the grant date fair value of RSUs reported in this column are set forth in Note 7 of our audited financial statements included in our 2024 Annual Report. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions.

(3)     Reflects the fair value of each director’s Annual Grant awarded on June 1, 2023 which vests in full on the one year anniversary of the grant date. Mr. Heyer elected to defer receipt of his Annual Grant.

The following table lists all outstanding RSUs (including RSUs for which the payout of shares has been deferred by such director) held by our non-employee directors as of February 4, 2024.

Our Product Innovation — We launched angled side which continues to gain share and represents the largest mix of sides within our Sactional business. Customers who select angled side report having an even higher satisfaction with comfort than our standard side customers. We also partnered with Swarovski Crystal offering a luxurious gift for the holiday season exclusively at Nordstrom’s.

Our Omni Channel Experience — We had a strong year with ecommerce sales growth of 12% and were one of the only brands to grow in the fourth quarter beating the ecommerce category trend by over 1200 basis points. Our CSAT scores improved year over year to our highest levels recorded, driven in particular by strategic investments in resources and technology in our customer service capabilities, supply chain and our digital experience. In fiscal 2024, we also opened 46 new showrooms bringing our total open showroom count to 230 as of fiscal year end including 6 kiosks and 2 mobile concierges.

Our Infrastructure Investments — We delivered material gross margin improvements through cost of goods sold reductions by leveraging cost reductions for inbound freight and warehousing, as well as new capabilities in planning and operational simplicity. This enabled an 18% reduction in total inventory at year-end. We also launched a new Order Management System that we expect to further enhance customer satisfaction, improve delivery metrics around timeline expectations, and increase efficiency of working capital.

Our Circular Eco-System — We successfully tested new targeting and promotional messaging for existing customers. Media ROIs improved year over year as we drove customers to our Touchpoints and website throughout the year with a special focus on hyper local digital marketing (85% lift in incremental media ROI year over year). We gained over 155,000 new customers and first year purchase margin was up mid-single digits from fiscal 2023. Our repeat business increased to 43% of overall transactions from 38% at the end of fiscal 2023.

Our Sustainability Program — We published our third annual ESG report in December 2023, in which we outlined our roadmap to reach Zero Waste and Zero Emissions by 2040. We re-purpose and remove from the waste stream a substantial amount of plastic bottles for use in upholstery fabric — more than 73 million plastic bottles in fiscal 2024 and more than 253 million plastic bottles to date.

Executive Compensation Policies and Practices

Our executive compensation program is weighted towards compensating our executive officers based on our financial and operational performance. We have implemented executive compensation policies and practices that reinforce our pay for performance philosophy and align with sound governance principles. Currently, the following compensation policies and practices are in place:

Compensation Principles and Objectives

Our executive compensation program is designed to attract, motivate and retain the key executives who drive our success. This section provides an overview of our executive compensation philosophy and objectives, and each component of our executive compensation program.

Overview

We are a technology driven company that designs, manufactures and sells unique, high quality furniture derived through our proprietary “Designed for Life” approach which results in products that are built to last a lifetime and designed to evolve as our customers’ lives do. Our current product offering is comprised of modular couches called Sactionals, premium foam beanbag chairs called Sacs, and their associated home decor accessories. Innovation is at the center of our design philosophy with all of our core products protected by a robust portfolio of utility patents. We market and sell our products through an omni-channel platform that includes direct-to-consumer touch points in the form of our own showrooms, which include our mobile concierge and kiosks, and online directly at www.lovesac.com. We believe that our ecommerce centric approach, coupled with our ability to deliver our large upholstered products through express couriers, is unique to the furniture industry.

To succeed in this environment, we need to attract and retain a highly talented executive team with the leadership skills and experience to drive our business goals and increase stockholder value. We do this by offering competitive, market-based pay packages with short- and long-term incentive opportunities that reward strong performance. We believe this compensation structure and “pay for performance” philosophy aligns the long-term interests of our executive officers with the interests of our stockholders.

As we look ahead, we are confident that Lovesac’s commitment to products that are built to last a lifetime and designed to evolve is a distinct and compelling competitive advantage. We expect that adherence to our Designed for Life and Circular Operations philosophies will not only drive continued growth and profitability but will also help us reach our goal to operate a 100% circular and sustainable business model, reaching targets of zero waste and zero emissions by 2040.

Our Compensation Objectives

The current objectives of our executive compensation program are to:

▪       Recruit, incentivize and retain highly qualified executives who have the experience and leadership skills necessary to grow our business;

▪       Reward executives for achieving our financial, strategic and operational goals, both short- and long-term;

▪       Align the interests of our executives with those of our stockholders;

▪       Reflect our long-term corporate strategy;

▪       Promote a balanced approach to risk; and

▪       Provide compensation that is competitive and reasonable relative to peers and the overall market.

Our Compensation Committee regularly evaluates the components and structure of the Company’s compensation program to ensure that it continues to fulfill its objectives and makes adjustments as needed.

Elements of Compensation

Our executive compensation program has three primary components — base salary, annual cash-based incentives and long-term equity-based incentives. We believe that these elements help attract and retain qualified individuals, link individual performance to Company performance, focus the efforts of our NEOs and other executives on the achievement of both our short-term and long-term objectives, and align the interests of our executives with those of our stockholders.

The Company positions total target direct compensation for the NEOs at the median of our peer group, with an opportunity to earn up to the 75th percentile for stretch performance under our LTPA program discussed on page 35. A significant portion of our NEO’s total target direct compensation (i.e., Mr. Nelson — 95% and Ms. Fox — 86%, and Mr. Siegner, Mr. Krause and Ms. Dellomo 74%), on average, is at-risk, meaning it is earned only if the Company achieves its performance goals or the value of the award is dependent upon our stock price. In fiscal 2024, the Compensation Committee approved a performance-based stock retention grant for Mr. Nelson the terms of which are discussed on page 35. Taken together, these elements form a competitive compensation package that achieves our overall compensation objectives as further described in the following table and narrative.

(1)     For Mr. Nelson includes the fair value of a one-time performance-based retention award granted in fiscal 2024 as further discussed on page 35.

We also provide our associates, including our NEOs and other executives, with comprehensive benefit programs such as medical, dental and vision insurance, a 401(k) plan, life and disability insurance, and flexible spending accounts, a monthly stipend for home office expenses and discounts on Company product. We do not offer perquisites to our NEOs.

Executive Compensation Program Snapshot

Our Compensation Committee regularly evaluates our compensation philosophy and the components of our compensation program to ensure that they are effectively driving the Company’s strategic objectives and promoting strong performance while remaining market competitive. The following table summarizes the components our executive compensation program.

Compensation Decision-Making

Role of the Compensation Committee

The Compensation Committee is responsible for establishing, approving and adjusting compensation arrangements for our NEOs, and for reviewing and approving corporate goals and objectives relevant to these compensation arrangements. The Compensation Committee also evaluates the performance of our NEOs taking into consideration achievements relative to the Company’s long-term business and financial goals. The Compensation Committee is comprised of independent directors and works closely with its independent consultant, FW Cook, and senior executives to assess the effectiveness of the Company’s executive compensation program throughout the year.

Compensation decisions for our NEOs were made by the Compensation Committee with input from FW Cook for fiscal 2024. The Compensation Committee reviewed the cash and equity compensation of our NEOs with the goal of ensuring that our executive officers are properly incentivized and made adjustments it determined to be appropriate.

The Compensation Committee considers compensation data from our peer group as one of several factors that inform its judgment of appropriate compensation levels. The Compensation Committee also considers other factors in determining compensation including those set forth below, and may pay up to the 75th percentile of our peer group in target total direct compensation:

▪       The performance and experience of each NEO;

▪       The scope and strategic impact of the NEO’s responsibilities;

▪       Our past business performance and future expectations;

▪       Our long-term goals and strategies;

▪       The difficulty and cost of replacing high-performing leaders with in-demand skills; and

▪       The relative compensation among our NEOs.

Role of the Compensation Consultant

The Compensation Committee has the authority to retain the services of external advisors, including compensation consultants, legal counsel and other advisors, as needed to carry out its duties. The Compensation Committee engaged FW Cook to assist in guiding and executing our executive and director compensation strategy, assessing the target total direct compensation opportunities of our named executive officers relative to market practices, developing a compensation peer group and advising on executive compensation decisions for fiscal 2024.

FW Cook does not provide any services to us other than the services provided to the Compensation Committee. Our Compensation Committee has assessed the independence of FW Cook and has concluded that no conflict of interest exists with respect to the work that FW Cook performs for the Compensation Committee.

Compensation Peer Group

The Compensation Committee reviews market data of companies that we believe are comparable to us. The Compensation Committee, with assistance from FW Cook, determined our peer group for fiscal 2024 based on several factors, including industry classification, company size, and other qualitative and business-related factors. Each year, the Compensation Committee examines our compensation peer group to ensure that it continues to reflect these factors and will make adjustments as needed.

Our peer group for fiscal 2024 compensation decisions consisted of 18 companies the majority of which are consumer goods companies. The Compensation Committee referred to compensation data from this peer group when making base salary, annual incentive award and long-term incentive award decisions for our NEOs. The following is a list of the companies that comprised our fiscal 2024 peer group.

Fiscal 2024 Compensation

Base Salaries

We pay base salaries to our NEOs to compensate them for their performance of their day-to-day responsibilities and provide regular income. The salaries are based on each NEO’s experience, leadership skills, and scope of responsibilities with reference to competitive market pay levels provided by FW Cook. Base salaries are reviewed on an annual basis by our Compensation Committee in consultation with FW Cook. Base salaries may be adjusted to maintain competitive pay positioning, reflect changes in responsibilities and other factors. In fiscal 2024, the base salaries for Mr. Nelson, Ms. Fox, Mr. Krause and Ms. Dellomo were increased by 4% as part of the Compensation Committee’s annual compensation review.

Annual Incentive Plan (AIP) Compensation

A significant portion of each NEO’s compensation is tied to Company performance. We provide for annual performance-based cash incentive opportunities for our NEOs (“AIP Award”) based on achievements relative to Company financial and strategic objectives. Target AIP Award levels are based on a percentage of our NEOs’ base salaries at the conclusion of the applicable performance year and are informed by market data and Compensation Committee judgment. Actual award amounts are based on achievement relative to threshold, target, stretch and maximum performance goals established by the Compensation Committee. Performance is measured at the end of the fiscal year and actual payouts made relative to each NEO’s target AIP Award opportunity as shown in the following table:

(1)     Threshold performance results in a payout of 30% of base salary for Mr. Nelson, Ms. Fox and Mr. Krause, 28% of base salary for Mr. Siegner, and 25% of base salary for Ms. Dellomo. Target performance results in a payout of 60% of base salary for Mr. Nelson, Mr. Fox and Mr. Krause, 55% of base salary for Mr. Siegner, and 50% of base salary for Ms. Dellomo. Stretch performance results in payout of 90% of base salary for Mr. Nelson, Ms. Fox and Mr. Krause, 83% of base salary for Mr. Siegner, and 75% of base salary for Ms. Dellomo. Maximum performance results in payout capped at 120% of base salary for Mr. Nelson, Ms. Fox and Mr. Krause, 110% of base salary for Mr. Siegner, and 100% of base salary for Ms. Dellomo. Mr. Krause’s and Ms. Dellomo’s AIP payouts are prorated to reflect their service as Chief Strategy Officer and Executive Vice President and Chief Financial Officer, respectively, through June 30, 2023 of fiscal 2024.

Fiscal 2024 AIP Awards

Company Performance Metrics

For fiscal 2024 AIP Awards, the Compensation Committee selected metrics and weightings that balance a growth measure (net sales) and a profitability-related measure (adjusted EBITDA). In addition, to drive strong customer service the Company established targets for post-purchase customer satisfaction (“CSAT”) survey results as a condition to maximum payout eligibility under the 2024 AIP. If CSAT is not attained, the maximum payout is 180% of target (rather than 200% of target). The performance targets for each metric are based on Company operating and financial plans and other factors.

During fiscal 2024, the Company achieved net sales performance near threshold levels earning a 54% payout on the net sales metric. Net sales performance was impacted by unexpected and significant category declines of 15% year over year compared to our mid-single digit forecast for fiscal 2024. Lower than expected net sales performance also resulted in adjusted EBITDA performance below the threshold performance levels required for payout on the adjusted EBITDA metric. The amounts shown in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table on page 39 reflect this level of performance.

(1)     Adjusted EBITDA is a non-GAAP measure. For a discussion of this measure and for a reconciliation to the most directly comparable GAAP measure, see “Reconciliation of Non-GAAP Financial Measures” in Appendix A of this Proxy Statement.

(2)     Achievement of CSAT targets is a condition to maximum payout.

Long-Term Incentive Compensation

To encourage a strong focus on long-term performance, our Compensation Committee grants our NEOs stock-based awards, the value of which depends on our stock performance and other performance measures. The Compensation Committee generally awards long-term incentive compensation in the form of time-based RSUs, and performance-based PSUs and LTPAs. Long-term incentive (“LTI”) awards are generally granted to our NEOs annually and grant amounts are determined based on various factors including Company performance and market practices.

In fiscal 2024, the Compensation Committee awarded long-term incentives to the NEOs under our 2017 Equity Plan in the form of RSUs, PSUs, and LTPAs weighted approximately (i) 15%, 15% and 70%, respectively, of Mr. Nelson’s, Ms. Fox’s and Ms. Dellomo’s total LTI target award value, and (ii) 34%, 34% and 32%, respectively, of Mr. Krause’s total LTI target award value. For Mr. Siegner, reflects the value of his inaugural RSU and PSU award granted upon his commencement of employment as CFO of the Company on June 30, 2023. The Compensation Committee selected these award mixes to emphasize incentive award opportunities that are contingent upon both strong Company performance and retention. Target award values for RSUs, PSUs and LTPAs were determined based on peer group data provided by FW Cook. The following table shows the long-term incentive target award values for fiscal 2024 for each of the NEOs:

(1)     For Mr. Nelson, excludes the value of his one time performance-based retention grant which is discussed on page 35.

Actual RSU, PSU and LTPA share amounts are determined by dividing the target award values by the average closing price of a share of the Company’s common stock for the 30-day trading period prior to the date of grant.

Fiscal 2024 PSU and RSU Awards

PSUs.    The Compensation Committee grants performance-based awards to align executive compensation with stockholder interests. PSU awards are granted to our NEOs and can be earned based on achievement of predefined Company performance metrics and targets measured and certified by the Compensation Committee at the end of three consecutive 12-month performance periods. The Compensation Committee sets performance targets at the beginning of each 12-month performance period and the performance targets may change from year to year. NEOs can earn 50% of their target award for achieving 90% of the blended performance targets, and up to 100% of their target award for performance above 90% of such targets. There is no payout for performance below 90% of the blended performance targets. Once earned, PSUs are paid in shares of Company stock.

If the PSU performance targets are met for a given 12-month performance period, one-third of the target PSU award will be paid out to the NEO on the applicable anniversary of the grant date provided that the NEO is employed by the Company on the payout date. If the PSU performance targets are not met for the first or second 12-month performance period, then such unearned PSUs (representing one-third of the target award) will be eligible to vest if the Company’s performance at the end of the next fiscal year exceeds the aggregate of the performance targets for the current fiscal year plus the prior fiscal year.

▪       Fiscal 2024 PSUs.    In fiscal 2024, one-third of target PSUs could be earned by our NEOs based on Company performance relative to the same net sales and adjusted EBITDA performance targets established for the fiscal 2024 AIP Awards for the 12-month performance period ending February 4, 2024 (“Fiscal 2024 PSUs”). During fiscal 2024, the Company achieved net sales performance of $700.3 million equating to 54% achievement on the net sales metric and adjusted EBITDA performance of $54.0 million equating to a 0% payout on the adjusted EBITDA metric. Based on the performance ranges and results shown in the table below, the Company’s blended net sales and adjusted EBITDA performance did not meet the 90% of target threshold levels required for payout. As a result, the following unearned Fiscal 2024 PSUs are carried forward and eligible to be earned in fiscal 2025 if the aggregate net sales and adjusted EBITDA targets for fiscal 2024 and 2025 are met: Mr. Nelson — 4,848 shares, Ms. Fox — 4,848 shares, Mr. Siegner — 3,188, Mr. Krause — 4,848 shares, and Ms. Dellomo — 1,844 shares.

(1)     Adjusted EBITDA is a non-GAAP measure. For a discussion of this measure and for a reconciliation to the most directly comparable GAAP measure, see “Reconciliation of Non-GAAP Financial Measures” in Appendix A of this Proxy Statement.

(2)     Blended net sales and adjusted EBITDA achievement levels must meet or exceed 90% threshold levels for payout eligibility.

▪       Fiscal 2022 and 2023 PSUs.    The net sales and adjusted EBITDA performance metrics for the fiscal year ended February 4, 2024 shown in the table above also applied to one-third of the PSUs awarded in fiscal 2023 (“Fiscal 2023 PSUs”) and one-third of the PSUs awarded in fiscal 2022 (“Fiscal 2022 PSUs”) both of which were not earned. Fiscal 2022 PSUs are not eligible for carry forward given that the tranche eligible to vest is the final tranche in the three year award term, except for Ms. Fox’s Fiscal 2022 PSU award which is for a four year term. The following unearned Fiscal 2023 PSUs and Fiscal 2022 PSUs (for Ms. Fox only) are carried forward and eligible to be earned in fiscal 2025 if the aggregate net sales and adjusted EBITDA performance for fiscal 2024 and fiscal 2025 are met: Mr. Nelson — 2,772, Ms. Fox — 5,188, Mr. Krause — 2,772, and Ms. Dellomo — 1,054.

Long-Term Performance Awards.    The Compensation Committee grants LTPAs to reward strong Company and individual performance and to serve as a retention tool. LTPAs are denominated in performance-based restricted stock units of which 100% may be earned by the NEOs based on performance relative to stretch targets established by the Committee for a designated performance period. Once earned, LTPA’s are payable in a single tranche following the fiscal year in which the performance levels were achieved. If the performance targets are not achieved, no LTPAs will be paid. Since they are earned for stretch performance, the LTPA grants may be granted up to an amount that would bring the executive’s target total direct compensation opportunity to the 75th percentile of the Company’s peer group. On April 15, 2023, the Compensation Committee granted LTPAs (“Fiscal 2024 LTPAs”) to the NEOs that vest upon achievement of stretch net sales and adjusted EBITDA targets designed to award accelerated performance over a three-year performance period ending in fiscal 2027. Fiscal 2024 LTPAs vest in the fiscal year in which the Company achieves both the net sales and adjusted EBITDA targets but no later than April 15, 2026.

In fiscal 2025, based on a review of Company forecasted performance and macroeconomic factors, the Compensation Committee approved the cancellation of the fiscal 2022 and fiscal 2023 LTPA grants granted to certain of our employees, including Mr. Nelson and Ms. Fox.

RSUs.    RSUs provide incentives for executives to remain employed by the Company to execute the Company’s long-term strategic goals. The Compensation Committee believes that RSUs tie compensation to Company performance, given that the value of an RSU can increase or decrease with our stock price. Generally, RSUs vest in three equal annual installments on each of the first three anniversaries of the grant date. Vested shares are settled in common stock on each vest date provided that the executive remains employed by the Company on such date.

Nelson One-Time Performance Retention Grant

On March 23, 2023, the Compensation Committee approved a one-time retention grant of 235,000 performance-based restricted stock units (the “Nelson PSU Grant”) for Mr. Nelson pursuant to the 2017 Equity Incentive Plan and Mr. Nelson’s award agreement and grant notice (the “Nelson PSU Agreement”). The Nelson PSU Grant vests on the later to occur of (i) the fifth anniversary of the date of grant so long as, (x) on or prior to such date (subject to certain limited extensions), the Company has achieved a specified level of performance with respect to share price and net sales, and (y) Mr. Nelson remains in continuous service with the Company as Chief Executive Officer through such date; or (ii) if the specified level of performance with respect to net sales is not achieved on or prior to the fifth anniversary of the date of grant, but the other conditions in subclause (i) are achieved, the first date that such specified level of performance with respect to net sales is achieved, so long as it is achieved on or prior to the seventh anniversary of the date of grant and so long as Mr. Nelson remains in continuous service with the Company through such date. Except as described below, the Nelson PSU Grant will be settled in shares of common stock of the Company on the first anniversary of the applicable vesting date. If Mr. Nelson’s service with the Company is terminated (a) by the Company without Cause after the fifth anniversary of the date of grant, or (b) by the Company without Cause or by Mr. Nelson for Good Reason following a Change in Control (as defined in the 2017 Equity Plan), the Nelson PSU Grant will vest in full as of the date of Mr. Nelson’s termination of service

and will be settled on the first anniversary of such vesting date, except that if such termination of service occurs within two years following a Change in Control, the Nelson PSU Grant will be settled immediately upon such vesting date.

Retirement or Similar Benefit Plans

The Lovesac Company 401(k) Plan

The Lovesac Company 401(k) Plan is designed to provide retirement benefits to all eligible full-time and part-time associates. The 401(k) Plan provides associates with the opportunity to save for retirement on a tax-favored basis. The 401(k) Plan permits elective deferral contributions, safe harbor matching 100% contributions, not to exceed 4% of their compensation with immediate vesting, and profit-sharing contributions. All our associates (both full-time and part-time) (except for union associates and non-resident aliens) are eligible to participate in the 401(k) Plan as of the first day of the month following 30-days of completed service and are over the age of 21.

Post-Employment Agreements

For a description of the material terms of each contract, agreement, plan or arrangement with our NEOs at, following, or in connection with the resignation or other termination of an NEO, or a change in control, see the section entitled “Executive Employment Arrangements” beginning on page 43.

Other Compensation Policies

Associate Benefits

We provide benefits to all eligible associates, including our NEOs, which the Compensation Committee believes are reasonable and consistent with its overall compensation objective to better enable us to attract and retain associates. These benefits include medical, dental and vision insurance, a 401(k) plan, life and disability insurance, flexible spending accounts, a monthly stipend for home office expenses and discounts on Company product. There are no perquisites offered to our NEOs.

Stock Ownership Guidelines

The Board of Directors adopted stock ownership guidelines for our NEOs. The guidelines require our NEOs to accumulate and hold shares of the Company’s common stock valued at a multiple of his or her annual base salary within five years of the effective date of the guidelines, or five years of becoming subject to the guidelines, whichever is earlier (“Stock Ownership Requirement”). The Stock Ownership Requirements for our NEOs are set forth below:

The following equity holdings qualify toward satisfaction of the Stock Ownership Requirement:

▪       Shares directly owned by the NEO or his or her immediate family members residing in the same household;

▪       Shares beneficially owned by the NEO, but held in trust, limited partnerships, or similar entities for the sole benefit of the NEO or his or her immediate family members residing in the same household;

▪       Shares held in retirement or deferred compensation accounts for the benefit of the NEO or his or her immediate family members residing in the same household; and

▪       Time-based RSUs that have not vested.

Unexercised stock options, whether vested or unvested, and unearned performance-based awards do not count towards the guidelines. In the event the NEO does not meet the Stock Ownership Requirement as of the applicable deadline, the Compensation Committee may (but is not required to) require that the NEO retain an amount equal to all or a portion of the net shares received following the exercise of Company stock options or the vesting of time-based RSUs until the applicable Stock Ownership Requirement has been satisfied.

As of the fiscal year ending February 4, 2024, all NEOs were in compliance with the guidelines, or on track for compliance within the time period prescribed under the guidelines.

Clawback Policy

The Board of Directors adopted a Clawback Policy requiring the recovery of or forfeiture to the Company of any excess incentive compensation received from our NEOs if (a) the Company is required to restate any financial results due to the material noncompliance of the Company with any financial reporting requirements under the securities laws, and (b) the Audit Committee determines that the NEOs engaged in misconduct (including, but not limited to an act of fraud or breach of fiduciary duty) that resulted in the material noncompliance.

Excess incentive compensation means an amount up to the difference between (a) any incentive compensation paid, granted, vested, settled or accrued during the three completed fiscal years before the restatement, and (b) the incentive compensation the NEO would have been paid or awarded based on the accurate financial information or restated financial results. The Board may recover, or require the forfeiture of, different amounts from different covered officers on such basis as it shall deem appropriate. Material noncompliance means fraud or intentional failure to comply with any material reporting requirements for the representation of financial results of the Company in a public filing with the SEC.

In 2022, the SEC adopted final rules related to clawbacks under the Dodd-Frank Wall Street Reform and Consumer Protection Act which rules were implemented by the securities exchanges in 2023. In addition to the Company’s Clawback Policy described above, the Board of Directors adopted a Dodd-Frank Clawback Policy in June 2023, conforming to the requirements put forth by Nasdaq.

Insider Trading, Anti-Hedging and Pledging Policies

We have an Insider Trading Policy that requires our directors, NEOs and other senior associates to pre-clear transactions in our common stock with the Company’s finance and legal departments. Trading is permitted only during specified quarterly Company open trading periods. Our NEOs may enter into a trading plan under Rule 10b5-1 of the Exchange Act. These trading plans may be entered into only during an open trading period, must be approved by the Company’s finance and legal departments, and must include a waiting period prior to commencement of trading under the plan. An executive bears the full responsibility if he or she violates the Company policy by permitting shares to be bought or sold without pre-clearance or when trading is restricted.

In addition, our policy prohibits our directors and NEOs from short-term trading, short selling, buying or selling puts or calls or other derivative securities on the Company’s securities, trading on margin, hedging, or pledging shares of our common stock as collateral for margin loans without the prior approval of our Board of Directors.

In fiscal 2024, the Board amended the Insider Trading Policy to incorporate new rules adopted by the SEC regarding Rule 10b5-1 trading plans relating to mandatory cooling off periods, director and officer certifications, restrictions on overlapping plans and single trade arrangements, requirements to act in good faith, and quarterly and annual disclosure of plans adopted, amended or terminated.

Tax and Accounting Considerations

In making decisions about executive compensation, we continue to consider the impact of regulatory provisions, including the provisions of Section 409A of the Internal Revenue Code, as amended, regarding non-qualified deferred compensation and the “golden parachute” provisions of Section 280G of the Internal Revenue Code, as amended, as well as how various elements of compensation will impact our financial

results, including the impact of applicable stock compensation accounting rules, which determine how we recognize the cost of employee services received in exchange for awards of equity instruments. While the Compensation Committee considers regulatory provisions and the impact of compensation elements on our financial results as factors in determining executive compensation, the Compensation Committee believes that it is in the best interests of our stockholders to maintain flexibility in our approach to executive compensation and to structure a program that we consider to be the most effective attracting, motivating and retaining key executives.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis section with management. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis section be included in this Proxy Statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the fiscal year ended February 4, 2024.

Respectfully submitted by the members of the Compensation Committee of the Board of Directors:

Summary Compensation Table

The following Summary Compensation Table summarizes the total compensation paid to or earned by each of our named executive officers for services provided to the Company for fiscal 2024.

(1)     The Salary column reflects base salaries paid during the years shown. For Mr. Krause and Ms. Dellomo reflects base salary paid through their June 30, 2023 retirements.

(2)     The Bonus column reflects a signing bonus for Mr. Siegner upon his appointment as the Company’s Executive Vice President and Chief Financial Officer.

(3)     The Stock Awards column reflects the grant date fair value of RSUs, PSUs and LTPAs as computed in accordance with FASB ASC Topic 718. The methods and assumptions used to calculate these amounts are discussed in Note 7 to our financial statements included in our 2024 Annual Report for the fiscal year ended February 4, 2024. The aggregate grant date fair value for each type of award assumes the satisfaction of all relevant conditions. If the Company were to meet its performance targets the maximum payout for PSUs and LTPAs is 100% of target. For Mr. Nelson, includes the grant date fair value of the Nelson performance-based retention grant discussed on page 35.

(4)     The Non-Equity Incentive Plan Compensation column reflects payments earned under the Company’s AIP based on performance relative to net sales, adjusted EBITDA and CSAT targets established by the Compensation Committee for the 12-month performance period ended February 4, 2024. Ms. Dellomo waived receipt of her $23,970 fiscal 2024 AIP award.

(5)     The All Other Compensation column includes 401(k) matching contributions for the named executive officers. For Ms. Dellomo, includes $350,000 in consulting fees paid pursuant to her Senior Strategic Advisor Agreement dated June 30, 2023, as further discussed on page 23. For Mr. Krause includes $31,386 of director fees he became eligible for as a nonemployee director following his retirement on June 30, 2023.

(6)     On June 30, 2023, Mr. Krause and Ms. Dellomo resigned from their roles with the Company. Mr. Krause continues to serve as a member of the Board of Directors, and Ms. Dellomo continues to provide services to the Company as a strategic advisor.

Grants of Plan-Based Awards

(1)     NEOs can earn AIP Awards between 0% and 200% of target based on net sales, adjusted EBITDA and CSAT performance relative to targets pre-established by the Compensation Committee. Performance is measured at the end of a 12-month performance period ending February 4, 2024. AIP awards for Mr. Krause and Ms. Dellomo were prorated to reflect their service during fiscal 2024 through their retirement on June 30, 2023. Actual payout levels are reflected in the Summary Compensation Table on page 39.

(2)     Reflects RSUs that vest in three equal annual installments on each of the first, second, and third anniversaries of the grant date, subject to continued service with the Company through the vesting date.

(3)     Reflects PSUs that may be earned based on achievements relative to net sales and adjusted EBITDA performance targets pre-established by the Compensation Committee. NEOs are eligible to earn between 50% and 100% of their target award. PSUs are payable in shares of the Company’s common stock, subject to continued service with the Company through the vesting date. See the section “Fiscal 2024 PSU and RSU Awards” on page 34 for additional information.

(4)     Reflects a performance-based RSU award granted to Mr. Nelson that vests upon achievement of certain stock price and net sales goals over a five- and seven-year performance period, as applicable. See the section “Nelson One-Time Performance and Retention Grant” on page 35 for additional information.

(5)     Reflects LTPAs that may be earned based on achievements relative to stretch net sales and adjusted EBITDA performance targets pre-established by the Compensation Committee. NEOs are eligible to earn 100% of their target award. LTPAs are payable in shares of the Company’s common stock, subject to continued service with the Company through the vesting date. In fiscal 2025, based on a review of Company forecasted performance and macroeconomic factors, the Compensation Committee approved the cancellation of the fiscal 2022 and fiscal 2023 LTPA grants granted to certain of our employees, including Mr. Nelson, Ms. Fox and Mr. Krause. See the section “Long-Term Performance Awards” on page 35 for additional information.

(6)     Reflects the grant date fair value of awards computed in accordance with FASB ASC Topic 718. For a discussion of the assumptions and methodologies used in calculating the grant date fair value of the awards reported, see Note 7 to the Company’s financial statements in the Company’s 2024 Annual Report for the fiscal year ended February 4, 2024.

(7)     In connection with their resignation of employment with the Company, Mr. Krause and Ms. Dellomo were each entitled to receive a pro rata bonus payment under the AIP for fiscal 2024. Amounts reflected in the table are not pro-rated. See page 32 for Mr. Krause’s and Ms. Dellomo’s pro-rated bonus targets. Mr. Krause’s outstanding equity awards will remain eligible to vest and his outstanding stock options will remain exercisable while he remains a member of the Board of Directors, and Ms. Dellomo’s outstanding equity awards will remain eligible to vest and her outstanding stock options will remain exercisable while she continues to provide consulting services to the Company.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth for each Named Executive Officer certain information concerning their outstanding equity awards as of the fiscal year ended February 4, 2024.

(1)     Reflects RSUs which vest in three equal annual installments (and four annual installments for Ms. Fox’s November 18, 2021 grant only) on the anniversary of the grant date subject to continued service with the Company through the vesting dates.

(2)     Reflects the market value of the shares underlying RSUs that have not vested as of the fiscal year ended February 4, 2024, based on the closing price of our common stock of $23.02 per share on February 2, 2024, the last trading day of fiscal 2024.

(3)     Reflects Fiscal 2022 PSUs (third tranche), Fiscal 2023 PSUs (second and third tranches) and Fiscal 2024 PSUs (first, second and third tranches) which may be earned based on the Company’s performance relative to pre-established metrics and targets set by the Compensation Committee for three consecutive 12-month performance periods. See the discussion on page 34 for more information on PSU awards.

(4)     Reflects a performance-based RSU retention award granted to Mr. Nelson that vests upon achievement of certain stock price and net sales goals over a five- and seven-year performance period, as applicable. See the section “Nelson Long-Term Performance Award” on page 35 for additional information.

(5)     Reflects Fiscal 2023 and Fiscal 2024 LTPAs which may be earned based on the Company’s performance relative to stretch net sales and adjusted EBITDA targets over a three-year performance period ending in fiscal 2025 and fiscal 2026, respectively. In fiscal 2025, based on a review of Company forecasted performance and macroeconomic factors, the Compensation Committee approved the cancellation of the fiscal 2022 and fiscal 2023 LTPA grants granted to certain of our employees, including Mr. Nelson, Ms. Fox and Mr. Krause. See the discussion on page 35 for more information on LTPA awards.

(6)     Reflects the market value of the shares underlying Fiscal 2022 PSUs, Fiscal 2023 PSUs, the Nelson PSU Grant, Fiscal 2024 PSUs and LTPAs, as applicable, as of the fiscal year ended February 4, 2024, assuming performance at target, and based on the closing price of our common stock of $23.02 per share on February 2, 2024, the last trading day of fiscal 2024.

(7)     Mr. Krause’s outstanding equity awards will remain eligible to vest and his outstanding stock options will remain exercisable while he remains a member of the Board of Directors, and Ms. Dellomo’s outstanding equity awards will remain eligible to vest while she continues to provide consulting services to the Company. Her outstanding stock options will remain exercisable through the option expiration date.

Option Exercises and Stock Vested

The following table provides information on stock options exercised and stock awards that vested for the NEOs in fiscal 2024.

Executive Employment Arrangements

We have entered into Employment Agreements with our named executive officers which have no specific term and provide that each is an at-will employee. Each Employment Agreement provides for a base salary, adjusted from time to time, target AIP Award, and equity compensation. The Employment Agreements also provide for, among other things, the reimbursement of all reasonable travel and other out-of-pocket expenses incurred in connection with the NEO’s employment, paid vacation leave, and post-employment compensation which is discussed beginning on page 45. The following is a summary of the key terms of each NEO’s employment agreement:

▪       Shawn Nelson.    Effective October 26, 2017, the Company entered into an Employment Agreement with Mr. Nelson, which was amended on October 2, 2019, March 24, 2022, and March 23, 2023 and included as Exhibits 10.7, 10.10, 10.15 and 10.17 to our 2024 Annual Report. As of May 1, 2023, Mr. Nelson’s annual base salary was $462,900, and he was eligible for an AIP Award with a target value of 60% of his base salary ($277,700) up to a cap of 120% of his base salary. He was also eligible for an annual long-term incentive award with a target value of $765,000, and an LTPA up to $1,900,000. Pursuant to his Employment Agreement, as amended and restated on March 23, 2023, the non-competition and non-solicitation covenants were extended from 18 months to 24 months following his termination of employment and correspondingly increases the period during which he will be entitled to severance compensation and benefits upon a termination of his employment without Cause or for Good Reason (in each case, as defined in the amended and restated Employment Agreement) from 18 months to 24 months. The other material terms and conditions of the amended and restated Employment Agreement generally remain unchanged from those set forth in his prior Employment Agreements.

▪       Mary Fox.    Effective September 30, 2021, the Company entered into an Employment Agreement with Ms. Fox which is included as Exhibit 10.14 to our 2024 Annual Report. As of May 1, 2023, Ms. Fox’s annual base salary was $462,900, and she was eligible for an AIP Award with a target value of 60% of her base salary ($277,700) and a cap of 120% of her base salary. Ms. Fox was also eligible for an annual long-term incentive award with a target value of $765,000, and an LTPA up to $1,900,000.

▪       Keith Siegner.    Effective June 1, 2023, the Company entered into an Employment Agreement with Mr. Siegner which is included as Exhibit 10.24 to our 2024 Annual Report. As of June 1, 2023, Mr. Siegner’s base salary was $450,000, and he was eligible for an AIP Award with a target value of 55% of his base salary ($247,500) up to a cap of 110% of his base salary. Mr. Siegner is also eligible for an annual long-term incentive award with a target value of $450,000, and an LTPA up to $600,000. Mr. Siegner received a cash signing bonus of $50,000 which was paid within thirty (30) days of his commencement of employment, and a one-time RSU grant with a grant date value of approximately $450,000, subject to time-based and performance-based vesting conditions.

▪       Jack Krause.    Effective October 26, 2017, the Company entered into an Employment Agreement with Mr. Krause, which was amended on October 2, 2019 and November 9, 2021, and included as Exhibits 10.8, 10.11 and 10.13 to our 2024 Annual Report. As of May 1, 2023, Mr. Krause’s annual base salary was $462,900, and he is eligible for an AIP Award with a target value of 60% of his base salary ($277,700) and a cap of 120% of his base salary. He is also eligible for an annual long-term incentive award with a target value of $765,000, and an LTPA up to $360,000.

On June 30, 2023, Mr. Krause retired as the Company’s Chief Strategy Officer. Mr. Krause continues to serve on the Company’s Board of Directors. As a non-employee director, Mr. Krause will be entitled to receive compensation in accordance with the DCP discussed on page 20. Mr. Krause is also eligible to receive a pro-rata cash bonus with respect to the fiscal year ending February 4, 2024 subject to the Company’s achievement of the performance targets applicable to such bonus. As permitted under the 2017 Equity Plan, Mr. Krause is also eligible for continued vesting of his outstanding equity awards while he remains on the board of directors.

▪       Donna Dellomo.    Effective October 26, 2017, the Company entered into an Employment Agreement with Ms. Dellomo, which was amended on October 2, 2019 and March 24, 2023, and included as Exhibits 10.9, 10.12 and 10.16 to our 2024 Annual Report. As of May 1, 2023, Ms. Dellomo’s annual base salary was $433,400, and she was eligible for an AIP Award with a target value of 50% of her base salary ($216,700) and a cap of 100% of her base salary. She is also eligible for an annual long-term incentive award with a target value of $291,000, and an LTPA up to $600,000.

Ms. Dellomo retired from the Company effective June 30, 2023 and entered into a Senior Strategic Advisor Agreement, which is included as Exhibit 10.26 to our 2024 Annual Report, under which she provides advisory and other transition services to the Company for a period of up to twelve (12) months (the “Term”) unless earlier terminated by either party in accordance with the Senior Strategic Advisor Agreement. Ms. Dellomo is entitled to a monthly retainer of $50,000 (the “Monthly Retainer”) for up to twenty (20) hours per week, with hours in excess of eight-six (86) per month to be paid at $600 per hour. If the Company terminates the Senior Strategic Advisor Agreement prior to the expiration of the Term, the Company will continue to pay Ms. Dellomo the Monthly Retainer through the balance of the Term. Any termination of the Senior Strategic Advisory Agreement by Ms. Dellomo will entitle her to payment of the Monthly Retainer through the date of termination only. As permitted under the 2017 Equity Plan, Ms. Dellomo is also eligible for continued vesting of her outstanding equity awards while she remains a consultant, and she is also entitled to exercise her performance-based options through the end of the option term. Ms. Dellomo is also eligible for the compensation and benefits payable under the Release Agreement described on page 23.

have not lapsed prior to the participant’s termination of service. Participants holding restricted stock will have the right to vote the shares and to receive any dividends paid, except that dividends or other distributions will be subject to the same vesting terms and restrictions as the original award.

Restricted Stock Units.    The Committee may grant restricted stock units under the Second Amended 2017 Equity Plan, which represent rights to receive shares of our common stock at a future date determined in accordance with the participant’s award agreement. The Committee may grant restricted stock unit awards subject to the attainment of one or more performance goals or may make the awards subject to vesting conditions. Unless otherwise provided by the Committee, a participant will forfeit any restricted stock units which have not vested prior to the participant’s termination of service. Participants have no voting rights or rights to receive cash dividends with respect to restricted stock unit awards until shares of common stock are issued in settlement of such awards. However, the Committee may grant restricted stock units that entitle their holders to dividend equivalent rights. The dividend equivalent rights would be subject to the same vesting conditions and settlement terms as the original award.

Performance Awards.    The Committee may grant performance awards subject to such conditions and the attainment of such performance goals over such periods as the Committee determines in writing and sets forth in a written agreement between the Company and the participant. These awards may be designated as performance shares or performance units. Performance awards will specify a predetermined amount of performance shares or performance units that may be earned by the participant to the extent that one or more performance goals are attained within a predetermined performance period. To the extent earned, performance awards may be settled in cash, shares of common stock (including shares of restricted stock that are subject to additional vesting) or any combination of these.

The Committee will establish performance goals applicable to the award based on the attainment of specified target levels with respect to measures of business or financial performance of the Company and each subsidiary corporation consolidated with the Company for financial reporting purposes, as applicable, or such division or business unit of the Company selected by the Committee. The Committee, in its discretion, may base performance goals on one or more of the metrics set forth in the Second Amended 2017 Equity Plan, or on any other metric it chooses.

The target levels with respect to these performance measures may be expressed on an absolute basis or relative to an index, budget or other standard specified by the Committee. The degree of attainment of performance measures will be calculated in accordance with the Company’s financial statements, generally accepted accounting principles, if applicable, or other methodology established by the Committee, but prior to the accrual or payment of any performance award for the same performance period, and, according to criteria established by the Committee, excluding the effect (whether positive or negative) of events determined by the Committee, which may include changes in accounting standards or any unusual or infrequently occurring event or transaction occurring after the establishment of the performance goals applicable to a performance award.

Following completion of the applicable performance period, the Committee will certify in writing the extent to which the applicable performance goals have been attained and the resulting value to be paid to the participant. The Committee retains the discretion to increase, eliminate, or reduce the amount that would otherwise be payable on the basis of the performance goals attained to a participant. The Committee may provide for a participant awarded performance shares to receive dividend equivalent rights with respect to cash dividends paid on the Company’s common stock to the extent that the performance shares become vested (dividend equivalents are subject to the same vesting terms and restrictions as the underlying award).

Unless otherwise provided by the Committee, if a participant’s service terminates due to the participant’s death or disability prior to completion of the applicable performance period, the final award value will be determined at the end of the performance period on the basis of the performance goals attained during the entire performance period prorated for the number of months of the participant’s service during the performance period. If a participant’s service terminates prior to completion of the applicable performance period for any other reason, unless otherwise determined by the Committee, the performance award will be forfeited. No performance award may be sold or transferred other than by will or the laws of descent and distribution prior to the end of the applicable performance period.

Cash-Based Awards and Other Stock-Based Awards.    The Committee may grant cash-based awards or other stock-based awards in such amounts and subject to such terms and conditions as the Committee determines. Cash-based awards will specify a monetary payment or range of payments, while other stock-based awards will specify a number of shares or units based on shares or other equity-related awards. Such awards may be subject to vesting conditions based on continued performance of service or subject to the attainment of one or more performance goals. Settlement of awards may be in cash or shares of common stock. A participant will have no voting rights with respect to any such award unless and until shares are issued pursuant to the award. The committee may grant dividend equivalent rights with respect to other stock-based awards, which will be subject to the same vesting terms and restrictions as the underlying award. The effect on such awards of the participant’s termination of service will be determined by the Committee and set forth in the participant’s award agreement.

Change in Control.    Unless otherwise defined in a participant’s award or other agreement with the Company, a “Change in Control” occurs upon (a) a person or entity (with certain exceptions described in the Second Amended 2017 Equity Plan) becoming the direct or indirect beneficial owner of more than 50% of the Company’s voting stock; (b) stockholder approval of a liquidation or dissolution of the Company; or (c) the occurrence of any of the following events upon which the stockholders of the Company immediately before the event do not retain immediately after the event direct or indirect beneficial ownership of more than 50% of the voting securities of the Company, its successor or the entity to which the assets of the company were transferred: (i) a sale or exchange by the stockholders in a single transaction or series of related transactions of more than 50% of the Company’s voting stock; (ii) a merger or consolidation in which the Company is a party; or (iii) the sale, exchange or transfer of all or substantially all of the assets of the Company (other than a sale, exchange or transfer to one or more subsidiaries of the Company).

If a Change in Control occurs, the surviving, continuing, successor or purchasing entity or its parent may, without the consent of any participant, either assume or continue outstanding awards or substitute substantially equivalent awards for its stock. If so determined by the Committee, stock-based awards will be deemed assumed if, for each share subject to the award prior to the Change in Control, its holder is given the right to receive the same amount of consideration that a stockholder would receive as a result of the Change in Control. Any awards which are not assumed or continued in connection with a Change in Control or exercised or settled prior to the Change in Control will terminate effective as of the time of consummation of the Change in Control.

Our Compensation Committee has discretion to accelerate vesting of awards in connection with a Change in Control. The vesting of all awards held by non-employee directors will be accelerated in full upon a Change in Control.

The Second Amended 2017 Equity Plan also authorizes the Committee, in its discretion and without the consent of any participant, to cancel each or any award denominated in shares of stock upon a Change in Control in exchange for a payment to the participant for each vested share (and each unvested share if so determined by the Committee) subject to the cancelled award in an amount equal to the excess of the consideration to be paid per share of common stock in the Change in Control transaction over the exercise price per share, if any, under the award. An award having an exercise or purchase price per share equal to or greater than the fair market value of the consideration to be paid per share of common stock in the Change in Control may be cancelled without payment of consideration to the holder.

Clawback Policy.    All awards granted under the Second Amended 2017 Equity Plan and any payments made under the Second Amended 2017 Equity Plan shall be subject to clawback or recoupment as permitted or mandated by applicable law, rules, regulations or the Company’s Clawback Policy as enacted on September 1, 2021, and Dodd-Frank Clawback Policy as enacted on June 2, 2023, each as modified from time to time, including, but not limited to, termination of service for cause or any act by a participant, whether before or after termination of service, that would constitute cause for termination of service, or any accounting restatement.

Amendment, Suspension or Termination.    The Second Amended 2017 Equity Plan will continue in effect until its termination by the Committee, provided that no awards may be granted under the Second Amended 2017 Equity Plan following the tenth anniversary of the Second Amended 2017 Equity Plan’s effective date. The Committee may amend, suspend or terminate the Second Amended 2017 Equity Plan at any time, provided that no amendment may be made without stockholder approval that would increase the maximum aggregate number of shares of stock authorized for issuance under the Second Amended 2017 Equity Plan, change the class of persons eligible to receive incentive stock options or require stockholder approval under any applicable law or the rules of any stock exchange on which the Company’s shares are then listed. No amendment, suspension or termination of the Second Amended 2017 Equity Plan may affect any outstanding award unless expressly provided by the Committee, and, in any event, may not have a materially adverse effect an outstanding award without the consent of the participant unless necessary to comply with any applicable law, regulation or rule, including, but not limited to, Section 409A of the Code.

Summary of U.S. Federal Income Tax Consequences

The following summary is intended only as a general guide to the U.S. federal income tax consequences of participation in the Second Amended 2017 Equity Plan and does not attempt to describe all possible federal or other tax consequences of such participation or tax consequences based on particular circumstances.

Stock Options and Stock Appreciation Rights.    The grant of an option or stock appreciation right will create no tax consequences for the participant or the Company. A participant will have no taxable income upon exercise of an incentive stock option, except that the alternative minimum tax may apply. Upon exercise of an option other than an incentive stock option, a participant generally must recognize ordinary income equal to the fair market value of the shares acquired minus the exercise price. When disposing of shares acquired by exercise of an incentive stock option before the end of the statutory incentive stock option holding periods, the participant generally must recognize ordinary income equal to the lesser of (i) the fair market value of the shares on the date of exercise minus the exercise price or (ii) the amount realized upon the disposition of the shares minus the exercise price. Otherwise, a participant’s disposition of shares acquired upon the exercise of an option (including an incentive stock option for which the incentive stock option holding periods are met) generally will result in only capital gain or loss.

Other Awards.    Other awards under the Second Amended 2017 Equity Plan generally will result in ordinary income to the participant at the later of the time of delivery of cash or shares or the time that the risk of forfeiture lapses.

New Plan Benefits

We have not granted awards or committed to grant awards subject to stockholder approval of the Second Amended 2017 Equity Plan to any individual or group of individuals. The grant of additional awards under the Second Amended 2017 Equity Plan is subject to the discretion of the Committee from time to time.

Securities Authorized for Issuance under Equity Compensation Plans

The following table provides information as of February 4, 2024, about the securities which are either already issued, or authorized for future issuance, under our Second Amended 2017 Equity Plan.

(1)     The weighted average exercise price is calculated based solely on outstanding stock options. It does not take into account the shares of our common stock underlying restricted stock units or performance units, which have no exercise price.

(2)     Calculations based on Second Amended 2017 Equity Plan.

(3)     Awards of equity are made pursuant to our 2017 Equity Plan which was approved by our Board of Directors and our stockholders on August 26, 2017. In fiscal 2019, the 2017 Equity Plan was amended to increase the shares of our common stock authorized and reserved for issuance to 615,066 shares. In fiscal 2020, the 2017 Equity Plan was amended and restated to, among other things, increase the shares of our common stock authorized and reserved for issuance to 1,414,889 shares. In fiscal 2021, the 2017 Equity Plan was amended and restated to increase the shares of our common stock authorized and reserved for issuance by 690,000 shares. In fiscal 2023, the 2017 Equity Plan was amended and restated to, among other things, increase the shares of our common stock authorized and reserved for issuance by 550,000 shares. In fiscal 2024, the 2017 Equity Plan was amended and restated to increase the shares of our common stock authorized and reserved for issuance by 225,000 shares, which increased the number of shares of common stock reserved for issuance under the 2017 Equity Plan to 2,879,889 shares of common stock.

Vote Requirement

Approval of the Second Amended 2017 Equity Plan requires the affirmative vote of a majority of the votes cast at the meeting or represented by proxy and entitled to vote on this proposal.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the beneficial ownership of our common stock by:

▪       each stockholder known by us to be the beneficial owner of more than 5% of our outstanding common stock based solely on our review of filings with the SEC pursuant to Section 13(d) or 13(g) of the Exchange Act,

▪       each of our current directors, nominees and named executive officers, and

▪       all of our current executive officers, directors and nominees as a group.

Beneficial ownership is determined in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to such securities. Shares of common stock subject to options or RSUs currently exercisable, or exercisable within 60 days of April 15, 2024, are deemed outstanding for purposes of computing the percentage ownership of the person holding such option or RSU but are not deemed outstanding for purposes of computing the percentage ownership of any other person. Except as disclosed in the footnotes to this table, we believe that each stockholder identified in the table possesses sole voting and investment power over all shares of common stock shown as beneficially owned by the stockholder.

Information set forth in the table with respect to beneficial ownership of common stock has been obtained from filings made by the named beneficial owners with the SEC as of April 15, 2024, or, in the case of our current executive officers and directors, has been provided to us by such individuals. We have based our calculation of the percentage of beneficial ownership of 15,489,688 shares of our common stock outstanding as of April 15, 2024. Except as otherwise noted, the address of each person or entity in the following table is c/o The Lovesac Company, Two Landmark Square, Suite 300, Stamford, Connecticut 06901.

*        Represents beneficial ownership of less than one percent (1%).

(1)     Based on information contained in a Schedule 13G/A filed by Granahan Investment Management LLC (“Granahan”) on February 14, 2024 reporting ownership of these shares as of December 31, 2023. According to the Schedule 13G/A, Granahan reported that, as of December 31, 2023, it had sole voting power for 1,120,619 shares of our common stock and sole dispositive power for 1426,533 shares of our common stock. Granahan’s address is Wyman Street, Suite 460, Waltham, Massachusetts 02451.

(2)     Based on information contained in a Schedule 13G/A filed by BlackRock, Inc. (“BlackRock”) on January 26, 2024 reporting ownership of these shares as of December 31, 2023. According to the Schedule 13G/A, BlackRock reported that, as of December 31, 2023, it had sole voting power for 1,167,298 shares of our common stock and sole dispositive power for 1,174,234 shares of our common stock. BlackRock’s 50 Hudson Yards, New York, New York 10001.

(3)     Based on information contained in a Schedule 13G/A filed by FMR LLC (“FMR”) and Abigail P. Johnson on February 9, 2024 reporting ownership of these shares as of December 31, 2023. According to the Schedule 13G/A, FMR reported that, as of December 31, 2023, it had sole voting power for 1,018,550 shares of our common stock and sole dispositive power for 1,019,561 shares of our common stock. FMR’s address is 245 Summer Street, Boston, Massachusetts 02210.

(4)     Based on information contained in a Schedule 13G filed by The Vanguard Group (“Vanguard”) on February 13, 2024 reporting ownership of these shares as of December 31, 2023. According to the Schedule 13G, Vanguard reported that, as of December 31, 2023, it had shared voting power for 22,857 shares of our common stock, sole dispositive power for 801,668 shares of our common stock, and shared dispositive power for 28,124 shares of our common stock. Vanguard’s address is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.

(5)     Includes 52,094 shares of common stock held by The LDPV Holding Trust, dated October 1, 2018, of which Mr. Nelson’s spouse is trustee and Mr. Nelson has sole authority over the disposition of the shares of common stock held by the trust.

(6)     Includes 103,000 shares of common stock pledged by Mr. Nelson to secure a loan as approved by the Board of Directors.

(7)     Based on information contained in a Form 4 filed on December 29, 2023 by Mr. Andrew R. Heyer reporting ownership of these shares as of December 27, 2023, includes 1,749 shares of common stock held indirectly by MEP Co-Invest, LLC (“MEP Co-Invest”) which is an entity controlled by Mr. Heyer; 35,282 shares of common stock held by Heyer Investment Management, LLC and19,891 shares of common stock held by Andrew R. Heyer 2007 Associates, L.P., each of which Mr. Heyer controls; 2,500 shares purchased for the benefit of the Charlotte Heyer Trust, 2,500 shares purchased for the benefit of the Daniel Heyer Trust, 2,800 shares purchased for the benefit of the Eleanor Heyer Trust, 2,800 shares purchased for the benefit of the Georgina Heyer Trust, 2,500 shares purchased for the benefit of the Max Heyer Trust, 1,000 shares purchased for the benefit of the Sabrina Belle Heyer Trust, 2,000 shares purchased for the benefit of the Harris Heyer Trust, 2,000 shares purchased for the benefit of the James Heyer Trust, 2,000 shares purchased for the benefit of the Peter Justin Heyer Trust, 2,000 shares purchased for the benefit of the William Heyer Trust (collectively, the “Heyer Trusts”), 5,000 shares purchased for the benefit of the Heyer Family Foundation and 3,000 shares purchased for the benefit of the Heyer Charitable Lead Annuity Trust. The reporting person is a trustee of each of the Heyer Trusts, the Heyer Family Foundation and the Heyer Charitable Lead Annuity Trust; and based on a Form 4 filed on March 4, 2024 by Mr. Heyer reporting ownership of 231,518 shares of common stock held directly by Mr. Heyer. Pursuant to Rule 16a-1 of the Exchange Act, Mr. Heyer may be deemed to have beneficial ownership of certain of the securities that are beneficially owned by MEP Co-Invest.

(8)     Includes 19,207 shares of common stock acquired upon the vesting of RSUs which have been deferred.

(9)     Based on information contained in a Form 4 filed jointly filed by Mr. John R. Grafer, Satori Capital, LLC (“Satori Capital”), SCGPM, LLC (“SCGPM”), Satori Capital Strategic Opportunities GP, LLC (“Satori CSOGP”), Satori Capital Strategic Opportunities, LP (“Satori CSO”), Satori Capital III GP, LLC (“SCIIIGP”), Satori Capital III, LP (“SCIII”), Sunny Vanderbeck and Randy Eisenman (together, the “Satori Holders”) filed on December 13, 2023, reporting ownership of these shares as of December 13, 2024. Satori CSOGP, is the general partner of Satori CSO, and SCIIIGP is the general partner of SCIII. SCGPM is the manager of Satori CSOGP and SCIIIGP and may be deemed to share voting and dispositive power with respect to the shares held by Satori CSO and SCIII. SCGPM is wholly owned and controlled by Satori Capital, which is indirectly owned and controlled by Sunny Vanderbeck and Randy Eisenman through entities that Sunny Vanderbeck or Randy Eisenman own or control. Numbers of shares of common stock beneficially owned by Satori Capital, Mr. Vanderbeck and Mr. Eisenman also include shares of common stock issued in respect of certain restricted stock units RSUs granted to Mr. Grafer, a partner at Satori Capital, by the Company, in connection with his service as a member of the board of directors

of the Company. Pursuant to the policies of Satori Capital, Mr. Grafer holds the RSUs granted to him by the Company as a nominee on behalf, and for the sole benefit, of Satori Capital. Mr. Grafer disclaims beneficial ownership of any such RSUs and any common stock issued in respect thereof, and of any other securities held by the Satori Holders. Pursuant to Rule 16a-1 of the Exchange Act, Mr. Grafer may be deemed to have beneficial ownership of certain of the securities that are beneficially owned by Satori CSO and SCIII. Mr. Grafer disclaims beneficial ownership of the securities owned by Satori CSO and SCIII.

(10)   Includes 10,616 shares of common stock acquired upon the vesting of RSUs which have been deferred.

(11)   Includes 3,675 shares of common stock acquired upon the vesting of RSUs which have been deferred.

(12)   Includes 6,490 shares of common stock acquired upon the vesting of RSUs which have been deferred.

(13)   Reflects options exercisable and RSUs vesting within sixty days of April 15, 2024. For Mr. Heyer includes 4,996 RSUs eligible to vest within sixty days of April 15, 2024 that have been deferred.

CERTAIN RELATIONSHIPS AND
RELATED PARTY TRANSACTIONS

Related Party Transactions Policy

We have adopted a policy with respect to the review, approval and ratification of related party transactions. Under the policy, the Audit Committee is responsible for reviewing and approving related party transactions. The policy applies to transactions, arrangements and relationships (including any indebtedness or guarantee of indebtedness) or any series of similar transactions, arrangements or relationships in which the aggregate amount involved will, or may be expected to, exceed $120,000 with respect to any fiscal year, and in which we (or one of our subsidiaries) are a participant and in which a related party has or will have a direct or indirect material interest. In the course of reviewing potential related party transactions, the Audit Committee will consider the nature of the related party’s interest in the transaction; the presence of standard prices, rates or charges or terms otherwise consistent with arms-length dealings with unrelated third parties; the materiality of the transaction to each party; the reasons for the Company entering into the transaction with the related party; the potential effect of the transaction on the status of a director as an independent, outside or disinterested director or committee member; and any other factors the Audit Committee may deem relevant.

We are not aware of any related party transactions that require disclosure under Item 404 of Regulation S-K.

Proposal 4

RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our Audit Committee has appointed Deloitte & Touche LLP (“Deloitte”) as the independent registered public accounting firm to audit the financial statements of our Company for the fiscal year ending February 2, 2025 and recommends that stockholders vote in favor of the ratification of such appointment. Stockholder ratification of the selection of Deloitte as our independent registered public accounting firm is not required by law or otherwise. However, the Board, upon the recommendation of the Audit Committee, is submitting the selection of Deloitte to stockholders for ratification as a matter of good governance. In the event of a negative vote on such ratification, the Audit Committee will reconsider its selection. We anticipate that representatives of Deloitte will be present at the Annual Meeting, will have the opportunity to make a statement if they desire, and will be available to respond to appropriate questions.

Fees

We regularly review the services and fees from our independent registered public accounting firm. These services and fees are also reviewed with the Audit Committee annually. In accordance with standard policy, Deloitte will rotate the individuals who are responsible for the Company’s audit.

In addition to performing the audit of the Company’s financial statements, Deloitte provided various other services during fiscal 2024 and 2023. The Audit Committee has determined that Deloitte’s provision of these services, which are described below, does not impair Deloitte’s independence with respect to the Company.

The following table shows the aggregate fees paid or accrued for audit and other services provided for fiscal 2024 and 2023:

(1)     Audit fees for fiscal 2024 and 2023 consisted of fees for the audit of the Company’s annual financial statements, including audited financial statements presented in our 2024 Annual Report, review services in connection with quarterly Form 10-Qs and services that are normally provided in connection with regulatory filings, including registration statements, for those years. For fiscal 2024, fees also include those related to the restatements of the Company’s fiscal 2023 Form 10-K/A and fiscal 2024 first quarter Form 10-Q/A financial statements during this period, and related amendments.

(2)     Audit-related fees for fiscal 2024 consisted of fees related to Deloitte’s procedures and their consent for the Company’s Form S-8 Registration Statement filing.

(3)     Other Fees for fiscal 2024 and 2023 consisted of subscription fees for an accounting resource library.

The Audit Committee’s policy is to pre-approve all audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. The independent registered public accounting firm and

management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date. All of the services relating to the fees described in the table above were approved by the Audit Committee in accordance with the Audit Committee’s pre-approval policy.

Changes in Independent Registered Public Accounting Firms

Marcum LLP (“Marcum”) served as our independent auditors for the fiscal year ended January 30, 2022 and the subsequent interim periods through July 21, 2022. On July 21, 2022, following a competitive process undertaken by the Audit Committee, the Company informed Deloitte that the Audit Committee had selected Deloitte to serve as the Company’s independent registered public accounting firm for the fiscal year ending January 29, 2023, subject to completion of Deloitte’s standard client acceptance procedures and execution of an engagement letter. In connection with the selection of Deloitte, the Audit Committee dismissed Marcum as the Company’s independent registered public accounting firm on July 21, 2022.

During the fiscal year ended January 30, 2022 and the subsequent interim periods through July 21, 2022, there were no (1) disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) with Marcum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Marcum, would have caused Marcum to make reference to the subject matter of the disagreement in their reports, or (2) reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K), except that Marcum advised the Company that the following material weakness existed as of January 30, 2022: the Company did not establish an effective control environment due to the ineffective design and implementation of information technology and related activity level controls covering all significant accounts; and the ineffectiveness was due, in part, to inadequate information technology general controls (“ITGC”) relating to certain information technology systems and affected, among other things, the integrity of the data used to support the related activity level controls.

The audit reports of Marcum on the Company’s financial statements as of and for the fiscal year ended January 30, 2022, did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. The audit report of Marcum on the effectiveness of internal control over financial reporting as of January 30, 2022 did not contain any adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principles, except that Marcum’s report as of January 30, 2022, indicates that the Company did not maintain effective internal control over financial reporting as of January 30, 2022 because of the effect of the material weaknesses on the achievement of the objectives of the ITGC criteria, as further described above. The Audit Committee discussed the material weakness with Marcum. The Company authorized Marcum to respond fully to inquiries of Deloitte concerning the material weakness.

The change in independent auditors was previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on July 22, 2022. A copy of Marcum’s related letter, dated July 22, 2022, was included as an exhibit to such Form 8-K filing.

During the fiscal year ended January 30, 2022 and the subsequent interim periods through July 21, 2022, neither the Company nor anyone on its behalf consulted Deloitte with respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements or the effectiveness of internal control over financial reporting, where either a written report or oral advice was provided to the Company that Deloitte concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).

Vote Requirement

Approval of the ratification of the appointment of Deloitte as our independent registered public accounting firm requires the affirmative vote of a majority of the votes cast at the meeting or represented by proxy and entitled to vote on this proposal. If you hold your shares through a broker and you do not instruct the broker how to vote, your broker will have the authority to vote your shares in its discretion on this proposal. Abstentions will have the effect of a vote cast against this proposal.

Other Matters

Report of the Audit Committee

This report of the Audit Committee is required by the SEC and, in accordance with the SEC’s rules, will not be deemed to be part of or incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act, or under the Exchange Act, except to the extent that the Company specifically incorporates this information by reference, and will not otherwise be deemed “soliciting material” or “filed” under either the Securities Act or the Exchange Act.

The principal purpose of the Audit Committee is to assist the Board of Directors in its oversight of (i) the integrity of our accounting and financial reporting processes and the audits of our financial statements; (ii) our system of disclosure controls and internal controls over financial reporting; (iii) our compliance with legal and regulatory requirements; (iv) the qualifications and independence of our independent auditor; (v) the performance of our independent auditor; and (vi) the business practices and ethical standards of the Company. The Audit Committee is responsible for the appointment, compensation, retention and oversight of work of the Company’s independent auditor. The Audit Committee’s function is more fully described in its charter.

Our management is responsible for the preparation, presentation and integrity of our financial statements, for the appropriateness of the accounting principles and reporting policies that we use and for establishing and maintaining adequate internal control over financial reporting. Deloitte & Touche, or Deloitte, our independent registered public accounting firm for the year ending February 4, 2024, was responsible for performing an independent audit of our financial statements included in our Annual Report on Form 10-K for the year ended February 4, 2024 and expressing an opinion on the conformity of those financial statements with generally accepted accounting principles.

The Audit Committee has reviewed and discussed with management our audited financial statements included in our Annual Report on Form 10-K for the year ended February 4, 2024.

The Audit Committee has also reviewed and discussed with Deloitte the audited financial statements in the Form 10-K. In addition, the Audit Committee discussed with Deloitte those matters required to be discussed under applicable standards of the Public Company Accounting Oversight Board (the “PCAOB”). Deloitte provided to the Audit Committee the written disclosures and the letter required by applicable requirements of the PCAOB regarding Deloitte’s communications with the Audit Committee concerning independence. The Audit Committee also discussed with Deloitte its independence from the Company.

Based upon the review and discussions described above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in our Annual Report on Form 10-K for filing with the SEC for the year ended February 4, 2024.