The following Compensation Discussion and Analysis (“CD&A”) describes our overall compensation philosophy and the primary components of our executive compensation program. Furthermore, the CD&A explains the process by which the Compensation and Human Capital Committee determined the compensation for the following Named Executive Officers (“NEOs”) for fiscal 2025:
| • | Sharon John – President and Chief Executive Officer |
| • | J. Christopher Hurt – Chief Operations Officer |
| • | Voin Todorovic – Chief Financial Officer |
| • | David Henderson – Chief Revenue Officer |
| • | Yevgeny Fundler — Chief Legal Officer and Secretary* |
| • | Eric Fencl – Former Chief Administrative Officer, General Counsel and Secretary** |
- Mr. Fundler was appointed Chief Legal Officer and Secretary effective August 4, 2025.
**Mr. Fencl retired from the role of Chief Administrative Officer, General Counsel and Secretary on August 4, 2025. He remained a non-executive employee with the Company through December 12, 2025.
The fundamental objectives of our executive compensation program are to attract and retain highly qualified executive officers, to motivate these executive officers to materially contribute to our long-term business success, and to align the interests of our executive officers and stockholders by rewarding our executives for individual and corporate performance based on targets established by the Compensation and Human Capital Committee of the Board (the “Committee”).
We believe that achievement of these compensation program objectives enhances long-term stockholder value. When designing compensation packages to reflect these objectives, the Committee is guided by the following four principles:
| • | Alignment with stockholder interests: Compensation should be tied, in part, to our stock performance through the granting of equity awards to align the interests of executive officers with those of our stockholders. |
| • | Recognition for business performance: Compensation should correlate in large part with our overall financial results so that the Company pays for performance. |
| • | Accountability for individual performance: Compensation should partially depend on the individual executive’s performance, in order to motivate and acknowledge the key contributors to our success. |
| • | Competition: Compensation should generally reflect the competitive marketplace and be consistent with that of other well-managed companies in our peer group and the broader retail industry sector. |
In implementing this compensation philosophy, the Committee takes into account the compensation amounts from the previous years for each of the NEOs and internal compensation equity among the NEOs, considering factors such as scope of responsibility and performance. Historically, the Committee has strived to structure compensation packages so that total target compensation, including performance-based compensation, will be near the median of the Company’s peer group. Because a significant weighting of total target compensation is on variable pay, realized compensation may vary significantly depending on whether or not the Company meets its financial targets.
