Definitive proxy statements

Pay vs Performance Disclosure

v3.23.1
Pay vs Performance Disclosure
pure in Millions
 12 Months Ended
Jan. 29, 2023
USD ($)
Jan. 29, 2022
USD ($)
Jan. 29, 2021
USD ($)
Pay vs Performance Disclosure [Table]      
Pay vs Performance [Table Text Block]

Pay Versus Performance

This disclosure has been prepared in accordance with the SEC’s pay versus performance rules in Item 402(v) of Regulation S-K under the 1934 Act (“Item 402(v)”) and does not necessarily reflect value actually realized by the NEOs. The following tables and related disclosures provide information about (i) the total compensation (“SCT Total”) of our principal executive officer (“PEO”) and our non-PEO NEOs (collectively, the “Other NEOs”) as presented in the Summary Compensation Table on page 37, (ii) the “compensation actually paid” (“CAP”) to our PEO and our Other NEOs, as calculated pursuant to Item 402(v), (iii) certain financial performance measures used by the Company when making compensation decisions, and (iv) the relationship of the CAP to those financial performance measures.

Year(1)

Summary
Compensation
Total for
PEO
($)

Compensation
Actually Paid
to PEO
($)(2)

Average
Summary
Compensation
Table Total for
Non-PEO
Named
Executive
Officers
($)

Average
Compensation
Actually Paid
to Non-PEO
Named
Executive
Officers
($)(2)



Value of Initial Fixed $100
Investment Based On:

Net
Income
($M)

Company
Selected
Measure:
Adjusted
EBITDA
($M)(4)

Total
Shareholder
Return
($)

Peer Group
Total
Shareholder
Return
($)(3)

2023

3,204,682

(2,926,332)

2,411,309

182,775

229

118

28.2

60.4

2022

1,640,096

(961,134)

1,798,217

1,123,546

445

122

45.9

55.5

2021

2,610,303

13,954,746

1,897,737

6,720,312

498

139

14.7

28.3

(1)     The Principal Executive Officer (“PEO”) in all three reporting years is our CEO, Shawn Nelson. The Non-PEO NEOs for fiscal years 2023 and 2022 are Jack Krause, Mary Fox, and Donna Dellomo. The Non-PEO NEOs for fiscal year 2021 are Jack Krause and Donna Dellomo.

(2)     “Compensation actually paid” amounts to our CEO and NEOs in each of 2023, 2022, and 2021, reflect the respective Summary Compensation Total with adjustments shown below as determined pursuant to SEC rules.

”SCT” — Summary Compensation Table; “CAP”— Compensation Actually Paid; “EOY” — End of Year; “BOY” — Beginning of Year

Equity valuations above are as follows: Stock option fair values are calculated based on a Monte Carlo simulation as of each measurement date. Performance-based restricted stock fair values are calculated assuming target performance on the grant date. Subsequent valuations reflected probable outcomes at each measurement date and the actual outcome when vested. All time-vested restricted stock fair values are determined based on the valuation assumptions at the time of the grant.

(3)     Reflects the total shareholder return indexed to $100 per share for the Russell 2000 Index.

(4)     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.

    
Named Executive Officers, Footnote [Text Block] The Principal Executive Officer (“PEO”) in all three reporting years is our CEO, Shawn Nelson. The Non-PEO NEOs for fiscal years 2023 and 2022 are Jack Krause, Mary Fox, and Donna Dellomo. The Non-PEO NEOs for fiscal year 2021 are Jack Krause and Donna Dellomo.    
Changed Peer Group, Footnote [Text Block] “Compensation actually paid” amounts to our CEO and NEOs in each of 2023, 2022, and 2021, reflect the respective Summary Compensation Total with adjustments shown below as determined pursuant to SEC rules.    
PEO Total Compensation Amount [1] $ 3,204,682 $ 1,640,096 $ 2,610,303
PEO Actually Paid Compensation Amount [1],[2] $ (2,926,332) (961,134) 13,954,746
Adjustment To PEO Compensation, Footnote [Text Block]

Year

SCT
Total
($)

Minus
SCT
Change
in
Pension
Value
($)

Plus
Pension
Value
Service
Cost
($)

Minus
SCT
Equity
($)

Plus (Minus)
EOY Fair
Value of
Equity
Awards
Granted
During
Fiscal Year
that are
Outstanding
and
Unvested at
EOY
($)

Plus (Minus)
Change
from
BOY to EOY
in Fair Value
of Awards
Granted in
Any Prior
Fiscal Year
that are
Outstanding
and
Unvested at
EOY
($)

Plus Fair
Value at
Vesting
Date of
Awards
Granted and
Vested
During the
Fiscal Year
($)

Plus (Minus)
Change in
Fair Value
from BOY
to Vesting
Date of
Awards
Granted in
Any Prior
Fiscal Year
that Vested
During the
Fiscal Year
($)

Minus
Fair Value
at BOY of
Awards
Granted in
Prior Year
that were
Forfeited
During the
Fiscal Year
($)

Plus Value
of Dividends
or Other
Earnings
Paid on
Stock or
Option
Awards
not Otherwise
Reflected in
Fair Value
or Total
Compensation
($)

Calculated CAP
($)

PEO

                      

2023

3,204,682

0

0

2,472,858

1,362,906

(494,398)

0

(4,526,664)

0

0

(2,926,332)

2022

1,640,096

0

0

732,744

441,972

(2,832,849)

0

522,391

0

0

(961,134)

2021

2,610,303

0

0

1,849,542

3,823,574

8,807,809

527,971

34,631

0

0

13,954,746

Average Non-PEO NEOs

                  

2023

2,411,938

0

0

1,579,290

870,419

(346,322)

0

(1,173,341)

0

0

183,404

2022

1,798,217

0

0

884,257

538,217

(606,465)

0

277,834

0

0

1,123,546

2021

1,897,737

0

0

1,160,146

3,029,668

2,417,441

511,489

24,123

0

0

6,720,312
   
Non-PEO NEO Average Total Compensation Amount [1] $ 2,411,309 1,798,217 1,897,737
Non-PEO NEO Average Compensation Actually Paid Amount [1],[2] $ 182,775 1,123,546 6,720,312
Compensation Actually Paid vs. Total Shareholder Return [Text Block]

   
Compensation Actually Paid vs. Net Income [Text Block]

   
Compensation Actually Paid vs. Company Selected Measure [Text Block]

   
Tabular List [Table Text Block]

Financial Performance Measures

As described in detail in the “Compensation Discussion and Analysis,” the Company’s executive compensation program consists of several compensation elements reflecting the Company’s pay for performance philosophy, including equity compensation. The most important financial performance measures used to link compensation actually paid to the Company’s named executive officers with the Company’s performance for fiscal 2023 are as follows:

▪       Adjusted EBITDA; and

▪       Net sales.

    
Total Shareholder Return Amount [1] $ 229 445 498
Peer Group Total Shareholder Return Amount [1],[3] 118 122 139
Net Income (Loss) [1] $ 28,200,000 $ 45,900,000 $ 14,700,000
Company Selected Measure Amount [1],[4] 60.4 55.5 28.3
PEO Name Shawn Nelson    
Measure [Axis]: 1      
Pay vs Performance Disclosure [Table]      
Measure Name Adjusted EBITDA;    
Measure [Axis]: 2      
Pay vs Performance Disclosure [Table]      
Measure Name Net sales.    
PEO [Member] | SCT Total [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ 3,204,682 $ 1,640,096 $ 2,610,303
PEO [Member] | Minus SCT Change in Pension Value [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0 0
PEO [Member] | Plus Pension Value Service Cost [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0 0
PEO [Member] | Minus SCT Equity [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 2,472,858 732,744 1,849,542
PEO [Member] | Plus (Minus) EOY Fair Value of Equity Awards Granted During Fiscal Year that are Outstanding and Unvested at EOY [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 1,362,906 441,972 3,823,574
PEO [Member] | Plus (Minus) Change from BOY to EOY in Fair Value of Awards Granted in Any Prior Fiscal Year that are Outstanding and Unvested at EOY [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (494,398) (2,832,849) 8,807,809
PEO [Member] | Plus Fair Value at Vesting Date of Awards Granted and Vested During the Fiscal Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0 527,971
PEO [Member] | Plus (Minus) Change in Fair Value from BOY to Vesting Date of Awards Granted in Any Prior Fiscal Year that Vested During the Fiscal Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (4,526,664) 522,391 34,631
PEO [Member] | Minus Fair Value at BOY of Awards Granted in Prior Year that were Forfeited During the Fiscal Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0 0
PEO [Member] | Plus Value of Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0 0
PEO [Member] | Calculated CAP [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (2,926,332) (961,134) 13,954,746
Non-PEO NEOs [Member] | SCT Total [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 2,411,938 1,798,217 1,897,737
Non-PEO NEOs [Member] | Minus SCT Change in Pension Value [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0 0
Non-PEO NEOs [Member] | Plus Pension Value Service Cost [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0 0
Non-PEO NEOs [Member] | Minus SCT Equity [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 1,579,290 884,257 1,160,146
Non-PEO NEOs [Member] | Plus (Minus) EOY Fair Value of Equity Awards Granted During Fiscal Year that are Outstanding and Unvested at EOY [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 870,419 538,217 3,029,668
Non-PEO NEOs [Member] | Plus (Minus) Change from BOY to EOY in Fair Value of Awards Granted in Any Prior Fiscal Year that are Outstanding and Unvested at EOY [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (346,322) (606,465) 2,417,441
Non-PEO NEOs [Member] | Plus Fair Value at Vesting Date of Awards Granted and Vested During the Fiscal Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0 511,489
Non-PEO NEOs [Member] | Plus (Minus) Change in Fair Value from BOY to Vesting Date of Awards Granted in Any Prior Fiscal Year that Vested During the Fiscal Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (1,173,341) 277,834 24,123
Non-PEO NEOs [Member] | Minus Fair Value at BOY of Awards Granted in Prior Year that were Forfeited During the Fiscal Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0 0
Non-PEO NEOs [Member] | Plus Value of Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0 0
Non-PEO NEOs [Member] | Calculated CAP [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ 183,404 $ 1,123,546 $ 6,720,312
[1] The Principal Executive Officer (“PEO”) in all three reporting years is our CEO, Shawn Nelson. The Non-PEO NEOs for fiscal years 2023 and 2022 are Jack Krause, Mary Fox, and Donna Dellomo. The Non-PEO NEOs for fiscal year 2021 are Jack Krause and Donna Dellomo.
[2] Compensation actually paid” amounts to our CEO and NEOs in each of 2023, 2022, and 2021, reflect the respective Summary Compensation Total with adjustments shown below as determined pursuant to SEC rules.

”SCT” — Summary Compensation Table; “CAP”— Compensation Actually Paid; “EOY” — End of Year; “BOY” — Beginning of Year

Equity valuations above are as follows: Stock option fair values are calculated based on a Monte Carlo simulation as of each measurement date. Performance-based restricted stock fair values are calculated assuming target performance on the grant date. Subsequent valuations reflected probable outcomes at each measurement date and the actual outcome when vested. All time-vested restricted stock fair values are determined based on the valuation assumptions at the time of the grant.
[3] Reflects the total shareholder return indexed to $100 per share for the Russell 2000 Index.
[4] 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.