Savers Value Village Inc

Proxy Statement Summary

This summary highlights certain information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.

Company Overview

We are the largest for-profit thrift operator in the United States and Canada based on number of stores. With more than 22,000 team members, we operate a total of 326 stores under the Savers®, Value Village®, Value Village Boutique™, Village des Valeurs™, Unique® and 2nd Ave.® banners (as of December 30, 2023). We are committed to redefining secondhand shopping by providing one-of-a-kind, low-priced merchandise ranging from quality clothing to home goods in an exciting treasure-hunt shopping environment. We purchase secondhand textiles (e.g., clothing, bedding and bath items), shoes, accessories, housewares, books and other goods from our non-profit partners (“NPPs”), either directly from them or via on-site donations (“OSDs”) at Community Donation Centers at our stores as well as through GreenDrop locations. We then process, select, price, merchandise and sell these items in our stores. Items that are not sold to our retail customers are marketed to wholesale customers who reuse or repurpose the items they purchase from us. We believe our hyper-local and socially responsible procurement model, industry-leading and innovative operations, differentiated value proposition and deep relationships with our customers distinguish us from other secondhand and value-based retailers. Our business model is rooted in ESG principles, with a mission to positively impact our stakeholders: thrifters, NPPs and their donors, our team members and our stockholders. As a leader and pioneer of the for-profit thrift category, we seek to positively impact the environment by reducing waste and extending the life of reusable goods. The vast majority of the clothing and textiles we source are sold to our retail or wholesale customers.

2024 Annual Meeting of Stockholders

Voting Matters

Your vote is very important to us. Whether or not you plan to attend the 2024 Annual Meeting, we urge you to vote and submit your proxy on all of the proposals to ensure that your shares are represented.

Director Nominees

In accordance with the Company’s certificate of incorporation and based on the recommendation of our Nominating, Governance & Sustainability Committee, our Board of Directors (the “Board”) is currently comprised of nine directors. The Board is divided into three classes, with each class serving a three-year term beginning and ending in different years than those of the other two classes. Only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Our Board consists of three directors serving as Class I directors; three directors serving as Class II directors; and three directors serving as Class III directors.

The terms of the existing Class I directors, Aaron Rosen, Jordan Smith and Susan O'Farrell, expire at the 2024 Annual Meeting. The Board has nominated Mr. Rosen, Mr. Smith and Ms. O'Farrell, as outlined in the table below, to continue serving as Class I directors.

Corporate Governance Highlights

Savers Value Village is committed to strong corporate governance practices and we believe that they contributed to long-term stockholder value. For additional information on our corporate governance, see the sections under Proposal 1: Election of Class I Directors beginning p.4, and Corporate Governance beginning on p.14.

Governance Best Practices

Compensation Highlights

The following are some highlights of our executive compensation program. Our executive compensation program has historically been determined by our Board and Compensation Committee. As a private company through mid-2023, our 2023 executive compensation program was structured to:

As a result, our executive compensation program has three primary elements: base salary, annual cash incentives, and long-term equity compensation. We also provide retirement and termination benefits and limited other benefits.

Our compensation program for fiscal year 2023 was aligned with completing our IPO, along with financial performance results.

Following completion of our IPO during fiscal year 2023, we expect to continue to review and evaluate our compensation framework, which may result in future compensation programs that vary from historical practice.