BUILD-A-BEAR WORKSHOP INC
For the period ended Jun 13, 2024. Filed May 3, 2024.
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Jun 13, 2024 · Filed May 3, 2024
Contents
PAY VERSUS PERFORMANCE
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between “compensation actually paid” to our CEO and to Ms. Kretchmar and Mr. Hurt (our “Non-CEO NEOs”) and certain financial performance of the Company. Compensation actually paid, as determined under SEC requirements, does not reflect the actual amount of compensation earned by or paid to our executive officers during a covered year. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the “Executive Compensation Summary” section of this proxy statement.
| Year | Summary Compensation Table Total For CEO(1) ($) | Compensation Actually Paid to CEO(2) ($) | Average Summary Compensation Table Total for Non-CEO NEOs(3) ($) | Average Compensation Actually Paid To Non-CEO NEOs(2) ($) | Value of Fixed $100 Investment Based on Total Shareholder Return(4) ($) | Net Income (Loss) ($ millions) |
|---|---|---|---|---|---|---|
| 2023 | 3,595,880 | 2,142,297 | 1,508,975(5) | 1,299,378(5) | 602 | 52.8 |
| 2022 | 3,821,078 | 7,866,045 | 1,312,100 | 1,677,718 | 601 | 48.0 |
| 2021 | 3,228,539 | 11,377,602 | 1,236,035 | 2,267,001 | 439 | 47.3 |
| 2020 | 1,946,150 | 2,043,151 | 897,349 | 1,169,323 | 133 | (23.0) |
| (1) | Ms. John served as the Company’s President and Chief Executive Officer for each year shown. |
| (2) | Amounts reported in this column are based on total compensation reported for our CEO and average total compensation reported for our Non-CEO NEOs in the Summary Compensation Table (“SCT”) for the indicated fiscal years and adjusted as shown in the table below to determine the compensation actually paid as calculated in accordance with the requirements of Item 402(v) of Regulation S-K. The fair value of equity awards was computed in accordance with the Company’s methodology used for financial reporting purposes. |
| Position | Year | SCT Total Compensation (i) ($) | Minus SCT Equity Awards Total (ii) ($) | Plus Fair Value of Current Year Equity Awards Unvested at Year End (iii) (iv) ($) | Plus Change in Fair Value of Unvested Prior Year Equity Awards (iv) (v) ($) | Plus Change in Fair Value of Equity Awards Vested in Current Year (vi) ($) | Equals Compensation Actually Paid ($) |
|---|---|---|---|---|---|---|---|
| 2023 | 3,595,880 | 1,350,038 | 615,579 | (448,215) | (270,909) | 2,142,297 | |
| CEO | 2022 | 3,821,078 | 1,250,002 | 1,703,128 | 3,300,766 | 291,075 | 7,866,045 |
| 2021 | 3,228,539 | 812,505 | 2,628,961 | 5,455,036 | 877,571 | 11,377,602 | |
| 2020 | 1,946,150 | 955,299 | 1,796,586 | (509,303) | (234,982) | 2,043,151 | |
| Non- | 2023 | 1,508,975 | 300,044 | 176,379 | (60,177) | (25,754) | 1,299,378 |
| CEO | 2022 | 1,312,100 | 299,983 | 406,798 | 205,726 | 53,077 | 1,677,718 |
| NEOs | 2021 | 1,236,035 | 150,001 | 315,475 | 526,052 | 339,439 | 2,267,001 |
| 2020 | 897,349 | 234,057 | 532,602 | 33,805 | (60,376) | 1,169,323 |
| (i) | Includes dividends accrued on unvested time-based restricted stock awards. |
| (ii) | For the CEO, represents the total of the amounts reported in the “Stock Awards” column of the SCT and for the Non-CEO NEOs, represents the average total of the amounts reported in the “Stock Awards” column of the SCT, as the grant date fair value of equity awards granted in the applicable year. |
| (iii) | For the CEO, represents the total fair value and for the Non-CEO NEOs, represents the average total fair value as of the end of the applicable year of awards granted during the applicable year that remain unvested as of the end of the fiscal year. |
| (iv) | Fair value of performance-based restricted stock with unsatisfied performance conditions as of the applicable measurement date also reflects the probable outcome of the applicable performance conditions as of that date. |
| (v) | Changes in fair value are measured by comparing fair value as of the end of the applicable year to the fair value as of the end of the prior year. |
| (vi) | Changes in fair value are measured by comparing fair value at vesting to the fair value as of the end of the prior year. |
| (3) | The Non-CEO NEOs for the applicable periods were Ms. Kretchmar and Mr. Hurt. |
| (4) | Total Stockholder Return (“TSR”) represents the cumulative TSR for the Company’s common stock over a four-year period beginning on February 1, 2020 and ending on February 3, 2024. |
| (5) | The amounts reported in these columns for fiscal 2023 reflect payments accrued to Ms. Kretchmar pursuant to the terms of her Separation Agreement entered into in connection with termination of her employment. See the “Executive Compensation Summary—Departure of Jennifer Kretchmar” section of this proxy statement for a description of these payments |
The charts below describe the relationship between compensation actually paid (“CAP”) to our CEO and to our Non-CEO NEOs (as calculated above) and our TSR and financial performance as measured by our reported Net Income for the indicated years.
PROPOSAL NO. 2. RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
Ernst & Young LLP served as the Company’s independent registered public accounting firm for the year ended February 3, 2024. The Audit Committee of the Board of Directors has appointed Ernst & Young LLP to act in that capacity for fiscal 2024, which ends on February 1, 2025. A representative of Ernst & Young LLP is expected to be present at the Annual Meeting with the opportunity to make a statement if he or she desires to do so and to be available to respond to appropriate questions from stockholders.
Although the Company is not required to submit this appointment to a vote of the stockholders, the Audit Committee of the Board of Directors continues to believe it appropriate as a matter of policy to request that the stockholders ratify the appointment of Ernst & Young LLP as principal independent registered public accounting firm. If the stockholders do not ratify the appointment, the Audit Committee will investigate the reasons for stockholder rejection and consider whether to retain Ernst & Young LLP or appoint another independent registered public accounting firm. Even if the appointment is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE“FOR”** THE RATIFICATION OF ERNST** & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING FEBRUARY 1, 2025.
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