As required by SEC rules, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last five completed fiscal years. In determining the “compensation actually paid” to our named executive officers in the table below, we are required to make various adjustments to amounts reported in the Summary Compensation Table for this year and in previous years, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table. The “compensation actually paid” data reflected in the table below may not reflect amounts actually realized by our named executive officers.
For information concerning the decisions made by our Compensation Committee with respect to compensation for the named executive officers for each fiscal year, please see the Compensation Discussion and Analysis sections of this proxy statement and the proxy statements for the other fiscal years covered in the table below. A significant portion of “compensation actually paid” amounts shown relates to changes in values of unvested awards over the course of the reporting year. These unvested awards remain subject to significant risk from forfeiture conditions and possible future declines in value based on changes in our stock price. The ultimate values actually realized by our named executive officers from unvested equity awards will not be determined until the awards fully vest.
The following table summarizes compensation paid to our current Chief Executive Officer (“CEO”) (referred to in the tables as our PEO), our Interim CEO who served for a portion of fiscal 2025 (referred to in the tables as our Interim CEO), and our two former CEOs (referred to as our former PEOs) as set forth in our Summary Compensation Table (“SCT”), the adjusted values of compensation actually paid to our PEO, Interim PEO and former PEOs, average compensation paid to our current named executive officers other than our PEO, Interim PEO and former PEOs as set forth in our SCT, and the adjusted values of average compensation actually paid to such other current named executive officers, each as calculated in accordance with SEC rules, as well as certain Company and peer group performance measures, in each case for the five fiscal years ended May 3, 2025.
| Fiscal Year · SCT Total for PEO ($)(1) · Compensation Actually Paid to PEO ($)(2) · SCT Total for Interim PEO ($) · Compensation Actually Paid for Interim PEO · Summary Compensation Table Total for Former PEO #1 ($)(1) · Compensation Actually Paid to Former PEO #1 ($)(2) · Summary Compensation Table Total for Former PEO #2 ($)(1) · Compensation Actually Paid to Former PEO #2 ($)(2) · Average Summary Compensation Table Total for Non-PEO NEOs ($)(3) · Average Compensation Actually Paid to Non-PEO NEOs ($)(2) · Value of Initial Fixed $100 Investment Based On: · Net Income ($ In Millions)(6) · EBITDA ($ In Millions)(7) |
|---|
| Total Shareholder Return($)(4) · Peer Group Total Shareholder Return ($)(5) |
|---|
| 2025 | 5,739,219 | 3,286,285 | 718,609 | 718,609 | 677,365 | (1,093,032) | — | — | 1,200,082 | 984,535 | 27 | 209 | (62.6) | 30.4 |
| 2024 | — | — | — | — | 4,017,227 | 2,662,627 | 2,206,047 | (5,346,078) | 807,926 | 228,210 | 46 | 187 | (123.3) | (53.5) |
| 2023 | — | — | — | — | — | — | 3,088,086 | 1,730,586 | 1,213,051 | 960,800 | 149 | 169 | 77.1 | 142.3 |
| 2022 | — | — | — | — | — | — | 2,297,776 | 2,177,776 | 933,371 | 907,572 | 160 | 158 | 102.2 | 174.6 |
| 2021 | — | — | — | — | — | — | 13,331,554 | 19,575,304 | 3,200,990 | 4,539,230 | 159 | 171 | 122.3 | 191.6 |
| (1) | Mr. Avula (Former PEO #1 in the table) was appointed CEO on January 29, 2024 and held that position through May 1, 2024. Mr. Duda (Former PEO #2 in the table) was the CEO from the start of fiscal 2021 through January 29, 2024. Mr. Nystrom served as Interim CEO from May 5, 2024 through Mr. DeGaynor’s appointment on July 15, 2024. These amounts reflect the total compensation reported for Messrs. DeGaynor, Nystrom, Avula or Duda, as applicable, in the “Total” column of the Summary Compensation Table for the relevant fiscal year. |
| (2) | The chart below details the additions to and deductions from the total compensation reported for Messrs. DeGaynor, Nystrom, and Avula and the other NEOs as a group in the Summary Compensation Table in order to calculate and reflect the adjusted values of the Compensation Actually Paid for fiscal year 2025. |
| PEO · Interim PEO · Former PEO#1 · Average of other NEOs |
|---|
| Summary Compensation Table Total | $5,739,219 | $718,609 | $677,365 | $1,200,082 |
| Adjustments: |
|---|
| Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation Table | $(3,943,982) | — | — | $(371,538) |
| Increase based on ASC 718 fair value of awards granted during fiscal year that remain unvested as of fiscal year end, determined as of fiscal year end | $1,297,713 | — | — | $205,127 |
| PEO · Interim PEO · Former PEO#1 · Average of other NEOs |
|---|
| Increase based on ASC 718 fair value of awards granted during fiscal year that vested during fiscal year, determined as of vesting date | $193,335 | — | — | — |
| Increase (decrease) for awards granted prior to fiscal year that were outstanding and unvested as of fiscal year end, determined based on change in ASC 718 fair value from prior fiscal year end to fiscal year end | — | — | — | $(6,703) |
| Increase (decrease) for awards granted prior to fiscal year that vested during fiscal year, determined based on change in ASC 718 fair value from prior fiscal year end to vesting date | — | — | — | $(22,663) |
| Deduction of ASC 718 fair value of awards granted prior to fiscal year that were forfeited during fiscal year, determined as of prior fiscal year end | — | — | $(1,770,397) | $(19,770) |
| Compensation Actually Paid | $3,286,285 | $718,609 | $(1,093,032) | $984,535 |
| (3) | These amounts reflect the average total compensation reported for the Company’s named executive officers as a group (excluding PEOs) in the “Total” column of the Summary Compensation Table for each corresponding year. The Non-PEO named executive officers are comprised of the following: fiscal 2025 – Ms. Kowalchik, Mr. Ullrich, Mr. Erwin, Ms. Vyverberg, Mr. Rawden, Mr. Tsoumas and Ms. Barry; fiscal 2024 – Mr. Tsoumas, Ms. Barry, Mr. Martin and Mr. Shetty; fiscal 2023 – Mr. Tsoumas, Mr. Khoury, Ms. Barry and Ms. Vyverberg; and fiscal 2022 and 2021 – Mr. Tsoumas, Mr. Khoury, Ms. Barry and Mr. Martin. |
| (4) | Total Shareholder Return (TSR) assumes that $100 was invested in the Company’s common stock beginning on May 3, 2020 and that all dividends and distributions were reinvested on a quarterly basis. |
| (5) | The peer group is made up of the same 15 companies in our peer group used for executive compensation benchmarking as described above under “Compensation Discussion and Analysis—Market Benchmarking and Positioning of Fiscal 2025 Executive Compensation.” Peer group TSR is calculated under the same assumptions as Company TSR. |
| (6) | Reflects “Net income” or “Net loss” in the Company’s Consolidated Income Statements included in the Company’s Annual Reports on Form 10-K for each of the applicable fiscal years. |
| (7) | EBITDA was selected as the additional metric to be included in the table above (as the Company-Selected Measure under applicable SEC rules), as the financial performance measure that, in the Company’s assessment, represents the most important performance measure not otherwise required to be disclosed in the table and used by the Company to link executive compensation to Company performance. A detailed EBITDA reconciliation for our fiscal years 2025 and 2024 can be found in our fourth quarter fiscal 2025 earnings release included as Exhibit 99.1 to the Company’s Current Report on Form 8-K furnished with the SEC on July 9, 2025. |
Relationship of Compensation Actually Paid to Financial Measures. The following charts compare the relationship of the compensation actually paid to our PEOs for the applicable years and the average compensation actually paid to our named executive officers other than our PEOs to the respective financial measures set forth therein, for the periods indicated.
Most Important Financial Performance Measures. The three items listed below are the most important financial performance measures we used in fiscal 2025 to determine compensation for our named executive officers, as further described above in the Compensation Discussion and Analysis section under “Key Components of Fiscal 2025 Compensation.”
