As required by Item 402(v) of Regulation
S-K,
we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s core compensation objectives, refer to the “
” above.
| Value of Initial Fixed $100 Investment Based on: |
|---|
| Fiscal Year · Summary Compensation Table Total for PEO($)(1) · Compensation Actually Paid to PEO($)(2) · Average Summary CompensationTable Total for Non-PEO NEOs($)(3) · Average Compensation Actually Paid to Non-PEO NEOs($)(4) · Total Shareholder Return($)(5) · Peer Group Total Shareholder Return($)(6) · Net Income($)(7)(in thousands) · Adjusted Operating Income($)(8)(in thousands) |
|---|
| (a) · (b) · (c) · (d) · (e) · (f) · (g) · (h) · (i) |
|---|
| Robert Price · Sherry Bahrambeygui · Robert Price · Sherry Bahrambeygui |
|---|
| 2024 | $ — | N/A | $ — | N/A | $ 6,102,552 | $ 7,396,819 | $ 144 | $ 127 | $ 138,875 | $ 220,944 |
| 2023 | — | $ 8,595,042 | — | $ 5,356,031 | 1,821,651 | 1,994,184 | 125 | 103 | 109,205 | 205,128 |
| 2022 | N/A | 10,182,186 | N/A | 7,318,252 | 1,634,296 | 1,282,071 | 98 | 90 | 104,553 | 178,592 |
| 2021 | N/A | 7,550,113 | N/A | 9,430,543 | 1,260,906 | 1,631,591 | 130 | 113 | 98,159 | 151,678 |
| (1) | The dollar amounts reported in column (b) are the amounts of total compensation reported in the “Total” column of the “Summary Compensation Table” for Mr. Price and for the corresponding years in which he served as our Interim Chief Executive Officer. |
| (2) | The dollar amounts reported in column (c) represent the amounts of “compensation actually paid” to Mr. Price, as computed in accordance with Item 402(v) of Regulation S-K, for the fiscal years in which he served as our Interim Chief Executive Officer. The dollar amounts do not reflect the actual amount of compensation earned by or paid to him during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the Summary Compensation Table total compensation for each year to determine the compensation actually paid for the relevant fiscal year: |
| Year | Reported Summary Compensation Table Total for PEO ($) | Reported Value of Equity Awards ($)(a) | Equity Award Adjustments ($)(b) | Compensation Actually Paid to PEO ($) |
|---|
| Mr. Price |
|---|
| 2024 | $ — | $ — | $ — | $— |
| 2023 | — | — | — | — |
| Ms. Bahrambeygui |
|---|
| 2024 | N/A | N/A | N/A | N/A |
| 2023 | 8,595,042 | (6,237,921) | 2,998,910 | 5,356,031 |
| 2022 | 10,182,186 | (6,286,988) | 3,423,054 | 7,318,252 |
| 2021 | 7,550,113 | (3,576,958) | 5,457,388 | 9,430,543 |
| (a) | The grant date fair value of equity awards represents the total amounts reported in the “Stock Awards” and “Option Awards” column of the “Summary Compensation Table” for the applicable year. |
|---|
| 46 | PriceSmart, Inc. Notice of 2025 Annual Meeting of Stockholders and Proxy Statement |
| (b) | The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any equity awards granted in prior years that are outstanding and unvested as of the end of the applicable year; and (iii) for equity awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value. The Company did not (i) grant any equity awards that were granted and vested in the same year or (ii) pay any dividends or other earnings on equity awards that are not otherwise reflected in the fair value of the equity award. The amounts deducted or added in calculating the equity award adjustments are as follows: |
|---|
| Year-end Fair Value of Unvested Equity Awards Granted in the Year ($) · Year-Over- Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) · Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year · Year- Over- Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) · Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) · Value of Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) · Total Equity Award Adjustments ($) |
|---|
| Price, Robert E. |
|---|
| 2024 | $ — | $ — | $ — | $ — | $ — | $ — | $ — |
| 2023 | — | — | — | — | — | — | — |
| Bahrambeygui, Sherry S. |
|---|
| 2024 | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| 2023 | 2,919,221 | — | 2,471,250 | (448,033) | (1,943,528) | — | 2,998,910 |
| 2022 | 3,868,201 | (503,048) | 1,127,973 | (476,450) | (593,624) | — | 3,423,054 |
| 2021 | 3,180,659 | 432,177 | 1,210,595 | (633,958) | — | — | 5,457,388 |
| (3) | The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s NEOs as a group (excluding our Chief Executive Officer) in the “Total” column of the “Summary Compensation Table” in each applicable year. The names of the NEOs (excluding our Chief Executive Officer) included for purposes of calculating the average amounts for each applicable year are as follows: (i) for 2024 Michael L. McCleary, John D. Hildebrandt, Francisco Velasco, David N. Price, (ii) for 2023, Michael L. McCleary, John D. Hildebrandt, Francisco Velasco, Ana Luisa Bianchi and Nicolas Maslowski; (iii) for 2022, Mr. McCleary, Mr. Hildebrandt, Mr. Velasco, Juan Ignacio Biehl and William J. Naylon; and (iv) for 2021, Mr. McCleary, Mr. Naylon, Mr. Velasco and Mr. Hildebrandt. |
| (4) | The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding our Chief Executive Officer), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding our Chief Executive Officer) during the applicable year and were not considered by the Compensation Committee at the time it made decisions with respect to the compensation of the NEOs. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding our Chief Executive Officer) for each fiscal year to determine the compensation actually paid, using the same methodology described above in Note 2: |
| Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs ($) | Average Reported Value of Equity Awards ($) | Average Equity Award Adjustments ($)(a) | Average Compensation Actually Paid to Non-PEO NEOs ($) |
|---|
| 2024 | $ 6,102,552 | $ (4,907,780) | $ 6,202,047 | $ 7,396,819 |
| 2023 | 1,821,651 | (614,734) | 787,266 | 1,994,184 |
| 2022 | 1,634,296 | (586,315) | 234,091 | 1,282,071 |
| 2021 | 1,260,906 | (368,831) | 739,516 | 1,631,591 |
| PriceSmart, Inc. Notice of 2025 Annual Meeting of Stockholders and Proxy Statement | 47 |
|---|
| (a) | The amounts deducted or added in calculating the total average equity award adjustments are as follows: |
|---|
| Year | Year-end Fair Value of Unvested Equity Awards Granted in the Year ($) | Year-Over- Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year- Over- Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Value of Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Equity Award Adjustments ($) |
|---|
| 2024 | $6,123,958 | $59,009 | $— | $ 19,080 | $— | $— | $6,202,047 |
| 2023 | 624,093 | 44,866 | 178,658 | 33,492 | (93,842) | — | 787,266 |
| 2022 | 295,066 | (61,519) | 105,339 | (104,796) | — | — | 234,091 |
| 2021 | 342,290 | 159,235 | 110,223 | 127,768 | — | — | 739,516 |
| (5) | Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. |
| (6) | Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: the S&P 500 Consumer Discretionary Distribution & Retail Index over the same period. |
| (7) | The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. |
| (8) | “Adjusted operating Income” is measured as reported Operating income adjusted for items that are not the result of our normal operations. For fiscal year 2024, no add backs were included. For fiscal year 2023, the Compensation Committee approved add backs for the impact of separation costs associated with our Chief Executive Officer departure, less savings associated with our Interim CEO’s choosing to decline to receive compensation for his services; the write-off of certain VAT receivables following unfavorable court rulings; $2.1 million of Aeropost-related write-offs in the first quarter of fiscal year 2023 and $660,000 of a receivable written-off in connection with the settlement in the third quarter of fiscal year 2023 of a claim for indemnification from the buyer of the Aeropost business; a $5.1 million adjustment representing 50% of impairment and closure costs and other unbudgeted losses associated with our Trinidad sustainable packaging plant; and a $9.2 million charge to settle minimum tax litigation in one of our markets. While the Company uses various financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that Adjusted operating income is the financial performance measure that, in the Company’s and the Compensation Committee’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to Company performance. Reconciliation and further information for Adjusted operating income can be found on Appendix A. |
